0000950159-05-001016 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 29th, 2005 • Hillview Investment Trust Ii • Delaware

THIS SUB-ADVISORY AGREEMENT is made as of the 31st day of March 2005 (“Contract”), among Hillview Investment Trust II, a Delaware statutory trust (“Trust”), Hillview Capital Advisors, LLC (“Adviser”), a limited liability company organized under the laws of the State of Delaware and Harris Associates, L.P., a limited partnership organized under the laws of the State of Illinois (“Sub-Adviser”).

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INVESTMENT MANAGEMENT CONTRACT BETWEEN HILLVIEW INVESTMENT TRUST II AND HILLVIEW CAPITAL ADVISORS, LLC MANAGEMENT CONTRACT
Investment Management Contract • August 29th, 2005 • Hillview Investment Trust Ii • Delaware

Contract made as of August 12, 2005, between, Hillview Investment Trust II, a Delaware business trust (“Trust”) on behalf of the REMS Real Estate Value-Opportunity Fund (the “Fund”), and Hillview Capital Advisors, LLC, a Delaware limited liability company (the “Manager”).

INVESTMENT MANAGEMENT CONTRACT BETWEEN HILLVIEW INVESTMENT TRUST II AND HILLVIEW CAPITAL ADVISORS, LLC
Investment Management Contract • August 29th, 2005 • Hillview Investment Trust Ii • Delaware

Contract made as of August 12, 2005, between, Hillview Investment Trust II, a Delaware business trust ("Trust"),on behalf of the Hillview Alpha Fund and the Hillview International Alpha Fund (each a “Fund” and collectively the “Funds”) and Hillview Capital Advisors, LLC, a Delaware limited liability company (the "Manager").

INTERIM INVESTMENT MANAGEMENT CONTRACT
Interim Investment Management Contract • August 29th, 2005 • Hillview Investment Trust Ii • Delaware

Contract made as of March 31, 2005, between Hillview Investment Trust II, a Delaware business trust (“Trust”) on behalf of REMS Real Estate Value-Opportunity Fund (the “Fund”), and Hillview Capital Advisors, LLC, a Delaware limited liability company (the “Manager”).

SPECIAL CUSTODY ACCOUNT AGREEMENT (SHORT SALES)
Special Custody Account Agreement • August 29th, 2005 • Hillview Investment Trust Ii • New York

This Special Custody Account Agreement (this “Agreement"), dated as of February 14, 2005, by and among Hillview Investment Trust II on behalf of its REMS Real Estate Value-Opportunity Fund (the “Customer”), a portfolio of a Delaware statutory trust, with its principal place of business at 700 The Times Building, Ardmore, PA 19003, PFPC Trust Company, a limited purpose trust company organized under the laws of the State of Delaware with a place of business at 8800 Tinicum Boulevard, Philadelphia, PA (the "Custodian"), and National Financial Services LLC, organized as a limited liability company under the laws of Delaware with its principal place of business at 82 Devonshire Street, Boston, MA ("Broker").

INTERIM INVESTMENT MANAGEMENT CONTRACT BETWEEN HILLVIEW INVESTMENT TRUST II AND HILLVIEW CAPITAL ADVISORS, LLC
Hillview Investment Trust Ii • August 29th, 2005 • Delaware

Contract made as of March 31, 2005, between Hillview Investment Trust II, a Delaware business trust (“Trust”), on behalf of Hillview Alpha Fund and Hillview International Alpha (each a “Fund” and collectively the “Funds”), and Hillview Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”).

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