UNDERLYING FUNDS TRUST

FIFTH AMENDMENT TO THE

FUND ACCOUNTING SERVICING AGREEMENT

THIS FIFTH AMENDMENT dated as of September 16, 2011, to the Fund Accounting Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007, April 21, 2008, November 1, 2009 and May 1, 2011 (the “Agreement”), is entered into by and among Hatteras Alternative Mutual Funds, 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 the Agreement; and

WHEREAS, the parties desire to amend the Agreement; 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Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.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 Fifth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

HATTERAS  ALTERNATIVE  MUTUAL FUNDS, LLC	U.S. BANCORP FUND SERVICES, LLC
By: /s/ Lance Baker	By: /s/ Michael R. McVoy
Printed Name: Lance Baker	Printed Name: Michael R. McVoy
Title: CFO	Title: Executive Vice President
UNDERLYING FUNDS TRUST
By: /s/ Lance Baker
Printed Name: Lance Baker
Title:   Treasurer

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Exhibit A of the Fund Accounting Agreement – Underlying Funds Trust

Fund Names

Separate Series of Underlying Funds Trust

Event Driven Fund

Long/Short Equity Fund

Market Neutral Fund

Relative Value – Long/Short Debt Fund

Managed Futures Fund (on or after September 29, 2011)

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