UNDERLYING FUNDS TRUST

THIRD AMENDMENT TO THE

FUND ACCOUNTING SERVICING AGREEMENT

THIS THIRD AMENDMENT effective as of November 1, 2009, to the Fund Accounting Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007 and April 21, 2008 (the “Agreement”), is entered into by and among Hatteras Alternative Mutual Funds, LLC f/k/a 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; 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Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.

Exhibit B of the Agreement is hereby superseded and replaced with Exhibit B attached hereto.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 Third 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/ J. Michael Fields	By: /s/ Michael R. McVoy
Printed Name: J. Michael Fields	Printed Name: Michael R. McVoy
Title:  COO	Title: Executive Vice President
UNDERLYING FUNDS TRUST
By: /s/ J. Michael Fields
Printed Name: J. Michael Fields
Title:  Secretary

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Exhibit A

to the Underlying Funds Trust

Fund Accounting Servicing Agreement

Separate Series of Underlying Funds Trust

Name of Series

Relative Value

Event Driven

Long/Short Equity

Market Neutral Equity

The following funds are expected to be closed on or before January 1, 2010:

Arbitrage – 1 Portfolio

Income Arbitrage Portfolio

Event Driven and Risk Arbitrage Portfolio

Long/Short Equity – International – 1 Portfolio

Global Hedged Income – 1 Portfolio

Long/Short Equity – Growth – 1 Portfolio

Energy and Natural Resources Portfolio

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Exhibit B

to the Fund Accounting Servicing Agreement

Fee Schedule of AIP Alternative Strategies Funds and Underlying Funds Trust

Effective November 1, 2009

Annual Fee Based Upon Market Value of Complex*Note 1

$[___] first $[___] million

[___] basis points on the next $[___] million

[___] basis points on the next $[___] million

[___] basis points on the next $[___] million

[___] basis points on the next $[___] billion

[___] basis points on the balance

Plus sub-advisor fee of $[___] per advisor

        *Minimum annual fee based on six funds with four classes.

          Additional fee is $[___] per fund and $[___] per class.

Additional Services Note 1, 2

§$[___] /year

Chief Compliance Officer Support

USBFS provides on-going support to the fund’s CCO’s including:

§Daily consulting and responding to inquiries and requests

§Periodic reporting and conference calls with all CCO’s

§Periodic forums for USBFS CCO to meet with client CCO’s

§Quarterly certifications and reporting on procedures and compliance events

§Access to CCO portal

Advisor Information Source (AIS) Web Portal

The AIS portal provides position, transaction and compliance reporting.  Reports can be scheduled and delivered to the secure AIS inbox.  Customize the output and format of information to fit your needs.  Import the data through an interface and query information on demand.  Specialized projects will be analyzed and an estimate will be provided prior to work being performed.

Out-Of-Pocket Expenses

Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, and all other out-of-pocket expenses.

Conversion and extraordinary services quoted separately

Note 1:  Fees are billed monthly and subject to annual CPI increase, Milwaukee MSA.

Note 2:  Additional services include Chief Compliance Officer Support and Advisor Information Source (AIS) Web Portal as stated above

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