UNDERLYING FUNDS TRUST FIRST AMENDMENT TO THE LOAN AND PLEDGE AGREEMENT
FIRST
AMENDMENT TO THE
THIS FIRST AMENDMENT dated as
of the 28th day of
April, 2008, to the Loan and Pledge Agreement, dated as of April 28, 2006 (the
“Agreement”), is entered into by and among Underlying Funds Trust, a
Delaware statutory trust (the “Trust”), and Custodial Trust Company, a
bank and trust company organized and existing under the laws of the State of New
Jersey (“Bank”).
RECITALS
WHEREAS, the Trust and the
Bank have entered into an Agreement; and
WHEREAS, the parties desire to
amend the Agreement to add series; and
WHEREAS, Section 20 of the
Agreement allows for its amendment by a written instrument executed by all
parties.
NOW, THEREFORE, the parties
agree as follows:
Schedule
A of the Agreement is hereby superseded and replaced with Schedule A attached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 First Amendment to be executed by a duly
authorized officer on one or more counterparts as of the date and year first
written above.
| UNDERLYING FUNDS TRUST | CUSTODIAL TRUST COMPANY | |
| By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Printed Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: CCO | Title: Senior Vice President |
1
Schedule
A
to
the
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 Natural Resources – 1 Portfolio
Distressed
Securities & Special Situations – 2 Portfolio
2