0000894189-09-003178 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 17th, 2009 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 15th day of September, 2009, by and among Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Advisor”), Osage Energy Partners, L.P., a Delaware limited partnership (the “Sub-Advisor”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of such series as designated by the Advisor (the “Fund”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 17th, 2009 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 15th day of September, 2009 by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

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OPERATING SERVICES AGREEMENT
Operating Services Agreement • September 17th, 2009 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 15th day of September, 2009, by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

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