UNDERLYING FUNDS TRUST

SECOND AMENDMENT TO THE

FUND ADMINISTRATION SERVICING AGREEMENT

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Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.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/Kristina Labermeier	By:   /s/Joe Redwine
Printed Name:  Kristina Labermeier	Printed Name:   Joe Redwine
Title:  CCO	Title:   President
UNDERLYING FUNDS TRUST
By:   /s/Kristina Labermeier
Printed Name:  Kristina Labermeier
Title:   CCO

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Exhibit A

to the Underlying Funds Trust

Fund Administration Servicing Agreement

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