0001104659-09-070807 Sample Contracts

INVESTMENT ADVISORY CONTRACT
Investment Advisory Contract • December 21st, 2009 • Pax World Funds Trust II

Investment Advisory Contract (this “Contract”) dated as of [·], 2009 between PAX WORLD FUNDS TRUST II, a Massachusetts business trust (the “Trust”), on behalf of its esgShares FTSE KLD North America Sustainability Index Fund, esgShares FTSE KLD Europe Asia Pacific Sustainability Index Fund and esgShares FTSE Environmental Technologies (ET50) Index Fund series (each, a “Fund”), and PAX WORLD MANAGEMENT CORP., a Delaware corporation (the “Manager”).

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