UNDERLYING FUNDS TRUST

FIRST AMENDMENT TO THE

FUND ACCOUNTING SERVICING AGREEMENT

THIS FIRST AMENDMENT dated as of the 12th day of April, 2007, to the Fund Accounting Servicing Agreement, dated as of April 28, 2006 (the “Agreement”), is entered 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 15 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Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.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 First 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/ Lee Schulteis	By:       /s/ Michael R. McVoy
Printed Name:  Lee Schulteis	Printed Name:  Michael R. McVoy
Title:           President	Title:   Sr.  Vice President

UNDERLYING FUNDS TRUST

By:  /s/ Lee Schulteis                                                           

Printed Name:  Lee Schulteis                                             

Title: President                                                                

1

Exhibit A

to the

Fund Accounting Servicing Agreement

Fund Names

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

Distressed Securities & Special Situations – 2 Portfolios

Global Hedged Income – 1 Portfolio

Long/Short Equity – Healthcare/Biotech – 1 Portfolio

Equity Options Overlay – 1 Portfolio

Deep Value Hedged Income – 1 Portfolio

2