0001193125-10-171681 Sample Contracts

INTERIM SUB-ADVISORY AGREEMENT
Interim Sub-Advisory Agreement • July 30th, 2010 • TDX Independence Funds, Inc. • New York

AGREEMENT, dated as of June 30, 2010 by and between DBX Strategic Advisors LLC (formerly, XShares Advisors LLC) (“DBX” or the “Investment Adviser”), a Delaware limited liability company having its principal office and place of business at 60 Wall Street, New York, NY 10005 and Amerivest Investment Management, LLC (“Amerivest” or the “Sub-Adviser”), a Delaware limited liability company having its principal office and place of business at 1005 North Ameritrade Place, Bellevue, NE 68005 and a wholly-owned subsidiary of TD Ameritrade Holding Corporation, whose headquarters are located at 4211 South 102nd Street, Omaha, NE 68127.

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INTERIM INVESTMENT ADVISORY AGREEMENT
Interim Investment Advisory Agreement • July 30th, 2010 • TDX Independence Funds, Inc. • New York

AGREEMENT, made as of this 30th day of June, 2010, by and between DBX Strategic Advisors LLC (formerly, XShares Advisors LLC) (“DBX” or the “Advisor”), a Delaware limited liability company with a principal place of business at 60 Wall Street, New York, New York 10005 and TDX Independence Funds, Inc., a Maryland corporation (the “Company”) with a principal place of business at 60 Wall Street, New York, New York 10005.

TDX INDEPENDENCE FUNDS, INC. OPERATING EXPENSES LIMITATION AGREEMENT
Expenses Limitation Agreement • July 30th, 2010 • TDX Independence Funds, Inc. • Maryland

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 30th day of June, 2010 by and between TDX Independence Funds, Inc., a Maryland corporation (the “Company”), on behalf of each of the funds listed on Appendix A (each, a “Fund,” and collectively, the “Funds”), DBX Strategic Advisors LLC (formerly, XShares Advisors LLC) (“DBX” or the “Advisor”), and Amerivest Investment Management, LLC (“Amerivest” or the “Sub-Advisor”).

ESCROW AGREEMENT among DBX Strategic Advisors LLC and TDX Independence Funds, Inc., and its five series: TDX Independence 2010 Exchange-Traded Fund, TDX Independence 2020 Exchange-Traded Fund, TDX Independence 2030 Exchange-Traded Fund, TDX...
Escrow Agreement • July 30th, 2010 • TDX Independence Funds, Inc. • New York

ESCROW AGREEMENT made this 30 day of June 2010 by and among THE BANK OF NEW YORK MELLON (“Escrow Agent”), TDX Independence Funds, Inc. (the “Company”), on behalf of the funds listed on Schedule A hereto (the “Funds”) and DBX Strategic Advisors LLC (“DBX”) (the Company and DBX, collectively the “Depositors” and individually a “Depositor”).

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