UNDERLYING FUNDS TRUST FUND ACCOUNTING SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into this 28th day of April, 2006, by and among
ALTERNATIVE
INVESTMENT PARTNERS, LLC, a
Delaware limited 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”).
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as an open-end management investment company, and is
authorized to issue shares of beneficial interest in separate series, with
each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
USBFS is, among other things, in the business of providing mutual fund
accounting services to investment companies; and
WHEREAS,
the Adviser and the Trust desire to retain USBFS to provide accounting services
to each Series of the Trust listed on Exhibit
A
hereto
(as amended from time to time) (each a “Fund” and collectively, the
“Funds”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which
is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
| 1. |
Appointment
of USBFS as Fund Accountant
|
The
Adviser and the Trust hereby appoint USBFS as fund accountant of the Trust
on
the terms and conditions set forth in this Agreement, and USBFS hereby accepts
such appointment and agrees to perform the services and duties set forth in
this
Agreement. The services and duties of USBFS shall be confined to those matters
expressly set forth herein, and no implied duties are assumed by or may be
asserted against USBFS hereunder.
| 2. |
Services
and Duties of USBFS
|
USBFS
shall provide the following accounting services to the Fund:
A. Portfolio
Accounting Services:
| (1) |
Maintain
portfolio records on a trade date+1 basis using security trade information
communicated from the Fund’s investment adviser.
|
| (2) |
For
each valuation date, obtain prices from a pricing source approved by
the
board of trustees of the Trust (the “Board of Trustees”) and apply those
prices to the portfolio positions. For those securities where market
quotations are not readily available, the Board of Trustees shall approve,
in good faith, procedures for determining the fair value for such
securities.
|
| (3) |
Identify
interest and dividend accrual balances as of each valuation date and
calculate gross earnings on investments for each accounting period.
|
| (4) |
Determine
gain/loss on security sales and identify them as short-term or long-term;
account for periodic distributions of gains or losses to shareholders
and
maintain undistributed gain or loss balances as of each valuation date.
|
| (5) |
On
a daily basis, reconcile cash of the Fund with the Fund’s
custodian.
|
| (6) |
Transmit
a copy of the portfolio valuation to the Fund’s investment adviser
daily.
|
| (7) |
Review
the impact of current day’s activity on a per share basis, and review
changes in market value.
|
B. Expense
Accrual and Payment Services:
| (1) |
For
each valuation date, calculate the expense accrual amounts as directed
by
the Trust as to methodology, rate or dollar amount.
|
| (2) |
Process
and record payments for Fund expenses upon receipt of written
authorization from the Trust.
|
| (3) |
Account
for Fund expenditures and maintain expense accrual balances at the
level
of accounting detail, as agreed upon by USBFS and the
Trust.
|
| (4) |
Provide
expense accrual and payment reporting.
|
C. Fund
Valuation and Financial Reporting Services:
| (1) |
Account
for Fund share purchases, sales, exchanges, transfers, dividend
reinvestments, and other Fund share activity as reported by the Fund’s
transfer agent on a timely basis.
|
| (2) |
Apply
equalization accounting as directed by the
Trust.
|
| (3) |
Determine
net investment income (earnings) for the Fund as of each valuation
date.
Account for periodic distributions of earnings to shareholders and
maintain undistributed net investment income balances as of each valuation
date.
|
2
| (4) |
Maintain
a general ledger and other accounts, books, and financial records for
the
Fund in the form as agreed upon.
|
| (5) |
Determine
the net asset value of the Fund according to the accounting policies
and
procedures set forth in the Fund's current prospectus.
|
| (6) |
Calculate
per share net asset value, per share net earnings, and other per share
amounts reflective of Fund operations at such time as required by the
nature and characteristics of the Fund.
|
| (7) |
Communicate
to the Trust, at an agreed upon time, the per share net asset value
for
each valuation date.
|
| (8) |
Prepare
monthly reports that document the adequacy of accounting detail to
support
month-end ledger balances.
|
| (9) |
Prepare
monthly security transactions listings.
|
D. Tax
Accounting Services:
| (1) |
Maintain
accounting records for the investment portfolio of the Fund to support
the
tax reporting required for “regulated investment companies” under the
Internal Revenue Code of 1986, as amended (the
“Code”).
|
| (2) |
Maintain
tax lot detail for the Fund’s investment portfolio.
|
| (3) |
Calculate
taxable gain/loss on security sales using the tax lot relief method
designated by the Trust.
|
| (4) |
Provide
the necessary financial information to calculate the taxable components
of
income and capital gains distributions to support tax reporting to
the
shareholders.
|
E. Compliance
Control Services:
| (1) |
Support
reporting to regulatory bodies and support financial statement preparation
by making the Fund's accounting records available to the Trust, the
Securities and Exchange Commission (the “SEC”), and the independent
accountants.
|
| (2) |
Maintain
accounting records according to the 1940 Act and regulations provided
thereunder.
|
| (3) |
Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested
by the
Trust in connection with any certification required of the Trust pursuant
to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX Act”) or any rules or
regulations promulgated by the SEC thereunder, provided the same shall
not
be deemed to change USBFS’s standard of care as set forth
herein.
|
3
| (4) |
Cooperate
with the Trust’s independent accountants and take all reasonable action in
the performance of its obligations under this Agreement to ensure that
the
necessary information is made available to such accountants for the
expression of their opinion on the Fund’s financial statements without any
qualification as to the scope of their
examination.
|
| 3. |
License
of Data; Warranty; Termination of
Rights
|
| A. |
The
valuation information and evaluations being provided to the Trust by
USBFS
pursuant hereto (collectively, the “Data”) are being licensed, not sold,
to the Trust. The Trust has a limited license to use the Data only
for
purposes necessary to valuing the Trust’s assets and reporting to
regulatory bodies (the “License”). The Trust does not have any license nor
right to use the Data for purposes beyond the intentions of this Agreement
including, but not limited to, resale to other users or use to create
any
type of historical database. The License is non-transferable and not
sub-licensable. The Trust’s right to use the Data cannot be passed to or
shared with any other entity.
|
The
Trust
acknowledges the proprietary rights that USBFS and its suppliers have in the
Data.
| B. |
THE
TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES,
EXPRESS
OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY
OTHER
MATTER.
|
| C. |
USBFS
may stop supplying some or all Data to the Trust if USBFS’s suppliers
terminate any agreement to provide Data to USBFS. Also, USBFS may stop
supplying some or all Data to the Trust if USBFS reasonably believes
that
the Trust is using the Data in violation of the License, or breaching
its
duties of confidentiality provided for hereunder, or if any of USBFS’s
suppliers demand that the Data be withheld from the Trust. USBFS will
provide notice to the Trust of any termination of provision of Data
as
soon as reasonably possible.
|
| 4. |
Pricing
of Securities
|
| A. |
For
each valuation date, USBFS shall obtain prices from a pricing source
recommended by USBFS and approved by the Board of Trustees and apply
those
prices to the portfolio positions of the Fund. For those securities
where
market quotations are not readily available, the Board of Trustees
shall
approve, in good faith, procedures for determining the fair value for
such
securities.
|
4
If
the
Trust desires to provide a price that varies from the price provided by the
pricing source, the Trust shall promptly notify and supply USBFS with the price
of any such security on each valuation date. All pricing changes made by the
Trust will be in writing and must specifically identify the securities to be
changed by CUSIP, name of security, new price or rate to be applied, and, if
applicable, the time period for which the new price(s) is/are
effective.
| B. |
In
the event that the Trust at any time receives Data containing evaluations,
rather than market quotations, for certain securities or certain other
data related to such securities, the following provisions will apply:
(i)
evaluated securities are typically complicated financial instruments.
There are many methodologies (including computer-based analytical modeling
and individual security evaluations) available to generate approximations
of the market value of such securities, and there is significant
professional disagreement about which method is best. No evaluation
method, including those used by USBFS and its suppliers, may consistently
generate approximations that correspond to actual “traded” prices of the
securities; (ii) methodologies used to provide the pricing portion
of
certain Data may rely on evaluations; however, the Trust acknowledges
that
there may be errors or defects in the software, databases, or
methodologies generating the evaluations that may cause resultant
evaluations to be inappropriate for use in certain applications; and
(iii)
the Trust assumes all responsibility for edit checking, external
verification of evaluations, and ultimately the appropriateness of
using
Data containing evaluations, regardless of any efforts made by USBFS
and
its suppliers in this respect.
|
| 5. |
Changes
in Accounting Procedures
|
Any
resolution passed by the Board of Trustees that affects accounting practices
and
procedures under this Agreement shall be effective upon written receipt of
notice and acceptance by USBFS.
| 6. |
Changes
in Equipment, Systems, Etc.
|
USBFS
reserves the right to make changes from time to time, as it deems advisable,
relating to its systems, programs, rules, operating schedules and equipment,
so
long as such changes do not adversely affect the services provided to the Trust
under this Agreement.
| 7. |
Compensation
|
USBFS
shall be compensated for providing the services set forth in this Agreement
in
accordance with the fee schedule set forth on Exhibit
B
hereto
(as amended from time to time). USBFS shall also be compensated for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. The Adviser shall pay all such fees and
reimbursable expenses within 30 calendar days following receipt of the billing
notice, except for any fee or expense subject to a good faith dispute. The
Adviser shall notify USBFS in writing within 30 calendar days following receipt
of each invoice if the Adviser is disputing any amounts in good faith. The
Adviser shall pay such disputed amounts within 10 calendar days of the day
on
which the parties agree to the amount to be paid. With the exception of any
fee
or expense the Adviser is disputing in good faith as set forth above, unpaid
invoices shall accrue a finance charge of 1½% per month after the due date.
Notwithstanding anything to the contrary, amounts owed by the Adviser to USBFS
shall only be paid out of the assets and property of the particular Fund
involved.
5
| 8. |
Representations
and Warranties
|
| A. |
The
Adviser and the Trust hereby represent and warrant to USBFS, which
representations and warranties shall be deemed to be continuing throughout
the term of this Agreement, that:
|
|
(1)
|
They
are duly organized and existing under the laws of the jurisdiction
of
their organization, with full power to carry on their business as
now
conducted, to enter into this Agreement and to perform their obligations
hereunder;
|
|
(2)
|
This
Agreement has been duly authorized, executed and delivered by the
Adviser
and the Trust in accordance with all requisite action and constitutes
a
valid and legally binding obligation of the Adviser and the Trust,
enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured
parties; and
|
|
(3)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
| B. |
USBFS
hereby represents and warrants to the Adviser and the Trust, which
representations and warranties shall be deemed to be continuing throughout
the term of this Agreement, that:
|
|
(1)
|
It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
|
(2)
|
This
Agreement has been duly authorized, executed and delivered by USBFS
in
accordance with all requisite action and constitutes a valid and
legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other
laws of general application affecting the rights and remedies of
creditors
and secured parties; and
|
6
|
(3)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
| 9. |
Standard
of Care; Indemnification; Limitation of
Liability
|
| A. |
USBFS
shall exercise reasonable care in the performance of its duties under
this
Agreement. Neither USBFS nor its suppliers shall be liable for any
error
of judgment or mistake of law or for any loss suffered by the Adviser
or
the Trust or any third party in connection with its duties under this
Agreement, including losses resulting from mechanical breakdowns or
the
failure of communication or power supplies beyond USBFS’s control, except
a loss arising out of or relating to USBFS’s refusal or failure to comply
with the terms of this Agreement or from its bad faith, negligence,
or
willful misconduct in the performance of its duties under this Agreement.
Notwithstanding any other provision of this Agreement, if USBFS has
exercised reasonable care in the performance of its duties under this
Agreement, the Adviser and the Trust shall indemnify and hold harmless
USBFS and its suppliers from and against any and all claims, demands,
losses, expenses, and liabilities of any and every nature (including
reasonable attorneys’ fees) that USBFS or its suppliers may sustain or
incur or that may be asserted against USBFS or its suppliers by any
person
arising out of or related to (X) any action taken or omitted to be
taken
by it in performing the services hereunder (i) in accordance with the
foregoing standards, or (ii) in reliance upon any written or oral
instruction provided to USBFS by any duly authorized officer of the
Adviser or the Trust, as approved by the Board of Trustees of the Trust,
or (Y) the Data, or any information, service, report, analysis or
publication derived therefrom, except for any and all claims, demands,
losses, expenses, and liabilities arising out of or relating to USBFS’s
refusal or failure to comply with the terms of this Agreement or from
its
bad faith, negligence or willful misconduct in the performance of its
duties under this Agreement. This indemnity shall be a continuing
obligation of the Adviser and the Trust, their successors and assigns,
notwithstanding the termination of this Agreement. As used in this
paragraph, the term “USBFS” shall include USBFS’s directors, officers and
employees.
|
The
Adviser and the Trust acknowledge that the Data is intended for use as an aid
to
institutional investors, registered brokers or professionals of similar
sophistication in making informed judgments concerning securities. The Adviser
and the Trust accept responsibility for, and acknowledge they exercise their
own
independent judgment in, its selection of the Data, its selection of the use
or
intended use of such, and any results obtained. Nothing contained herein shall
be deemed to be a waiver of any rights existing under applicable law for the
protection of investors.
7
USBFS
shall indemnify and hold the Adviser and the Trust harmless from and against
any
and all claims, demands, losses, expenses, and liabilities of any and every
nature (including reasonable attorneys' fees) that the Adviser or the Trust
may
sustain or incur or that may be asserted against the Adviser or the Trust by
any
person arising out of any action taken or omitted to be taken by USBFS as a
result of USBFS’s refusal or failure to comply with the terms of this Agreement,
or from its bad faith, negligence, or willful misconduct in the performance
of
its duties under this Agreement. This indemnity shall be a continuing obligation
of USBFS, its successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the terms “Adviser” and “Trust” shall
include the Adviser’s and the Trust’s respective trustees, directors, officers
and employees.
In
the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS will make
every reasonable effort to restore any lost or damaged data and correct any
errors resulting from such a breakdown at the expense of USBFS. USBFS agrees
that it shall, at all times, have reasonable contingency plans with appropriate
parties, making reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is available.
Representatives of the Adviser and the Trust shall be entitled to inspect
USBFS’s premises and operating capabilities at any time during regular business
hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide
the Adviser and the Trust, at such times as the Adviser and the Trust may
reasonably require, copies of reports rendered by independent accountants on
the
internal controls and procedures of USBFS relating to the services provided
by
USBFS under this Agreement.
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
In
no
case shall either party be liable to the other for (i) any special, indirect
or
consequential damages, loss of profits or goodwill (even if advised of the
possibility of such); (ii) any delay by reason of circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts
of
God, insurrection, war, riots, or failure beyond its control of transportation
or power supply; or (iii) any claim that arose more than one year prior to
the
institution of suit therefor.
8
| B. |
In
order that the indemnification provisions contained in this section
shall
apply, it is understood that if in any case the indemnitor may be asked
to
indemnify or hold the indemnitee harmless, the indemnitor shall be
fully
and promptly advised of all pertinent facts concerning the situation
in
question, and it is further understood that the indemnitee will use
all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim
for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will
so
notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent.
|
| C. |
The
indemnity and defense provisions set forth in this Section 9 shall
indefinitely survive the termination and/or assignment of this
Agreement.
|
| D. |
If
USBFS is acting in another capacity for the Trust pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of
its
obligations in such other capacity.
|
| 10. |
Notification
of Error
|
The
Trust
will notify USBFS of any discrepancy between USBFS and the Trust, including,
but
not limited to, failing to account for a security position in the Fund’s
portfolio, upon the later to occur of: (i) three business days after receipt
of
any reports rendered by USBFS to the Trust; (ii) three business days after
discovery of any error or omission not covered in the balancing or control
procedure; or (iii) three business days after receiving notice from any
shareholder regarding any such discrepancy.
| 11. |
Data
Necessary to Perform Services
|
The
Trust
or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed
upon.
| 12. |
Proprietary
and Confidential Information
|
| A. |
USBFS
agrees on behalf of itself and its directors, officers, and employees
to
treat confidentially and as proprietary information of the Adviser
and the
Trust, all records and other information relative to the Adviser and
the
Trust and prior, present, or potential shareholders of the Trust (and
clients of said shareholders), and not to use such records and information
for any purpose other than the performance of its responsibilities
and
duties hereunder, except (i) after prior notification to and approval
in
writing by the Trust, which approval shall not be unreasonably withheld
and may not be withheld where USBFS may be exposed to civil or criminal
contempt proceedings for failure to comply, (ii) when requested to
divulge
such information by duly constituted authorities, or (iii) when so
requested by the Adviser or the Trust. Records and other information
which
have become known to the public through no wrongful act of USBFS or
any of
its employees, agents or representatives, and information that was
already
in the possession of USBFS prior to receipt thereof from the Adviser
or
the Trust or their agent, shall not be subject to this
paragraph.
|
9
Further,
USBFS will adhere to the privacy policies adopted by the Adviser and the Trust
pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from
time
to time. In this regard, USBFS shall have in place and maintain physical,
electronic and procedural safeguards reasonably designed to protect the
security, confidentiality and integrity of, and to prevent unauthorized access
to or use of, records and information relating to the Trust and its
shareholders.
| B. |
The
Adviser and the Trust, on behalf of themselves and their directors,
trustees, officers, and employees, will maintain the confidential and
proprietary nature of the Data and agree to protect it using the same
efforts, but in no case less than reasonable efforts, that they use
to
protect their own proprietary and confidential
information.
|
| 13. |
Records
|
USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Adviser and the Trust, but not inconsistent with the rules and
regulations of appropriate government authorities, in particular, Section 31
of
the 1940 Act and the rules thereunder. USBFS agrees that all such records
prepared or maintained by USBFS relating to the services to be performed by
USBFS hereunder are the property of the Trust and will be preserved, maintained,
and made available in accordance with such applicable sections and rules of
the
1940 Act and will be promptly surrendered to the Trust or its designee on and
in
accordance with its request.
| 14. |
Compliance
with Laws
|
The
Trust
has and retains primary responsibility for all compliance matters relating
to
the Fund, including but not limited to compliance with the 1940 Act, the Code,
the SOX Act, the USA Patriot Act of 2002 and the policies and limitations of
the
Fund relating to its portfolio investments as set forth in its current
prospectus and statement of additional information. USBFS’s services hereunder
shall not relieve the Trust of its responsibilities for assuring such compliance
or the Board of Trustee’s oversight responsibility with respect
thereto.
| 15. |
Term
of Agreement; Amendment
|
This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of three (3) years. Subsequent to the initial
three-year term, this Agreement may be terminated by either party upon giving
90
days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. Notwithstanding the foregoing, this
Agreement may be terminated by any party upon the breach of the other party
of
any material term of this Agreement if such breach is not cured within 15 days
of notice of such breach to the breaching party. This Agreement may not be
amended or modified in any manner except by written agreement executed by USBFS,
the Adviser and the Trust, and authorized or approved by the Board of
Trustees.
10
| 16. |
Duties
in the Event of Termination
|
In
the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Adviser and the Trust by
written notice to USBFS, USBFS will promptly, upon such termination and at
the
expense of the Adviser, transfer to such successor all relevant books, records,
correspondence and other data established or maintained by USBFS under this
Agreement in a form reasonably acceptable to the Adviser (if such form differs
from the form in which USBFS has maintained the same, the Adviser shall pay
any
expenses associated with transferring the data to such form), and will cooperate
in the transfer of such duties and responsibilities, including provision for
assistance from USBFS’s personnel in the establishment of books, records and
other data by such successor. If no such successor is designated, then such
books, records and other data shall be returned to the Trust.
| 17. |
Assignment
|
This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Adviser or the Trust without the written consent of
USBFS, or by USBFS without the written consent of the Adviser and the Trust
accompanied by the authorization or approval of the Trust’s Board of
Trustees.
| 18. |
Governing
Law
|
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the extent that
the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with
the
1940 Act or any rule or order of the SEC thereunder.
| 19. |
No
Agency Relationship
|
Nothing
herein contained shall be deemed to authorize or empower either party to act
as
agent for the other party to this Agreement, or to conduct business in the
name,
or for the account, of the other party to this Agreement.
| 20. |
Services
Not Exclusive
|
Nothing
in this Agreement shall limit or restrict USBFS from providing services to
other
parties that are similar or identical to some or all of the services provided
hereunder.
11
| 21. |
Invalidity
|
Any
provision of this Agreement which may be determined by competent authority
to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case, the
parties shall in good faith modify or substitute such provision consistent
with
the original intent of the parties.
| 22. |
Notices
|
Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice
to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
and
notice to the Adviser and the Trust shall be sent to:
Alternative
Investment Partners, LLC
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇-▇
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
| 23. |
Multiple
Originals
|
This
Agreement may be executed on two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
12
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer on one or more counterparts as of the date first
above
written.
| ALTERNATIVE INVESTMENT PARTNERS, LLC | U.S BANCORP FUND SERVICES, LLC |
| By:____________________________ | By:_______________________________ |
| Name:_Lee Schultheis_________________ | Name:_____________________________ |
| Title:__Chief Executive Officer__________ | Title:______________________________ |
By:________________________________
Name:_Lee
Schultheis_________________
Title:__President______________________
13
Exhibit
A
to
the Underlying
Funds Trust
Separate
Series of Underlying Funds Trust
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
Distressed
Securities & Special Situations - 2 Portfolio
Global
Hedged Income -1
14
Exhibit
B - Underlying Funds Trust
Fund
Accounting Servicing Agreement Fee Schedule
|
FUND
ACCOUNTING SERVICES
FEE
SCHEDULE ALTERNATIVE INVESTMENT
PARTNERS (Non
Publicly Traded RICs)
EFFECTIVE
05/01/2006
|
|
|
Domestic
Equity Funds*
Year
1
$25,000
per equity fund
$30,000
per fixed, derivative, or distressed fund
Year
2
$35,000
per equity fund
$40,000
per fixed, derivative, or distressed fund
Multiple
Manager Funds*
Additional
base fee:
$15,000
per manager/sub-advisor per fund
CCO
Support
$1,200
annually - per business line
Conversion
and extraordinary services quoted separately.
NOTE
- All schedules subject to change depending upon the use of derivatives
-
options, futures, short sales, etc.
Fees
are billed monthly.
*
Annual fee
*
Subject to CPI increase, Milwaukee MSA.
|
All
fees are billed monthly plus out-of-pocket expenses, including pricing,
corporate action, and factor services:
· $.15
Domestic and Canadian Equities
· $.15
Options
· $.45
Foreign Currencies
· $.50
Corp/Gov/Agency Bonds
· $.80
CMO's
· $.50
International Equities and Bonds
· $.80
Municipal Bonds
· $.80
Money Market Instruments
· $125
/fund/month - Mutual Fund Pricing
· $2.00
/equity Security/Month Corporate Actions
· $125
/month Manual Security Pricing (>10/day)
· Factor
Services (BondBuyer)
· $1.50
/CMO/month
· $.25
/Mortgage Backed/month
· $300
/month Minimum Per Fund Group
|
15