UNDERLYING FUNDS TRUST SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
SECOND
AMENDMENT TO THE
THIS SECOND AMENDMENT dated as
of the 21st of
April, 2008, to the Fund Administration Servicing Agreement, dated as of April
28, 2006, as amended April 12, 2007 (the “Agreement”), is entered into by and
among Alternative Investment
Partners, LLC, a Delaware limited liability company (the “Adviser”),
Underlying Funds Trust,
a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC,
a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the Adviser, the
Trust and USBFS have entered into an Agreement; and
WHEREAS, the parties desire to
amend the Agreement to add funds; and
WHEREAS, Section 10 of the
Agreement allows for its amendment by a written instrument executed by all
parties.
NOW, THEREFORE, the parties
agree as follows:
Exhibit A
of the Agreement is hereby superseded and replaced with Exhibit A attached
hereto.
Except to
the extent supplemented hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Second Amendment to be executed by a duly
authorized officer on one or more counterparts as of the date and year first
written above.
| ALTERNATIVE INVESTMENT PARTNERS, LLC | U.S. BANCORP FUND SERVICES, LLC | |
| By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | By: /s/▇▇▇ ▇▇▇▇▇▇▇ | |
| Printed Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | Printed Name: ▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: CCO | Title: President | |
| UNDERLYING FUNDS TRUST | ||
| By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Printed Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Title: CCO |
1
Exhibit
A
to
the Underlying Funds
Trust
Separate
Series of Underlying Funds Trust
Name
of Series
Convertible
Bond Arbitrage -1 Portfolio
Fixed
Income Arbitrage – 1 Portfolio
Merger
Arbitrage – 1 Portfolio
Long/Short
Equity – Earnings Revision – 1 Portfolio
Long/Short
Equity – Momentum – 1 Portfolio
Long/Short
Equity – Deep Discount Value – 1 Portfolio
Long/Short
Equity – International – 1 Portfolio
Long/Short
Equity - Global – 1 Portfolio
Long/Short
Equity – REIT – 1 Portfolio
Distressed
Securities & Special Situations – 1 Portfolio
Global
Hedged Income – 1 Portfolio
Long/Short
Equity – Healthcare/Biotech – 1 Portfolio
Equity
Options Overlay – 1 Portfolio
Deep
Value Hedged Income – 1 Portfolio
Long/Short
Equity – Growth – 1 Portfolio
Energy
and National Resources – 1 Portfolio
2