UNDERLYING FUNDS TRUST

FIRST AMENDMENT TO THE

SELLING AGENT AGREEMENT

THIS FIRST AMENDMENT dated as of  the 12th day of  April, 2007, to the Selling Agent Agreement, dated as of April 28, 2006 (the “Agreement”), is entered by and between Underlying Funds Trust, a Delaware statutory trust (the “Trust”) and Quasar Distributors, LLC, a Delaware limited liability company (“the Selling Agent”).

RECITALS

WHEREAS, the Trust and the Selling Agent have entered into an Agreement; and

WHEREAS, the parties desire to amend the Agreement to add funds; and

WHEREAS, Section 11, paragraph B of the Agreement allows for its amendment by a written instrument executed by both 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Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.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.

UNDERLYING FUNDS TRUST	QUASAR DISTRIBUTORS, LLC
By:    /s/ Lee Schulteis	By: /s/ James R. Schoenike
Printed Name:   Lee Schulteis	Printed Name: James R. Schoenike
Title:          President	Title: President

1

Exhibit A

to the

Underlying Funds Trust

Selling Agent 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