Hillview Investment Trust Ii Sample Contracts

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ARTICLE I DEFINITIONS
Custody Agreement • October 28th, 2003 • Hillview Investment Trust Ii • New York
BETWEEN
Hillview Investment Trust Ii • August 10th, 2000 • Delaware
AGREEMENT AND DECLARATION OF TRUST OF HILLVIEW INVESTMENT TRUST II
Agreement and Declaration • October 28th, 2003 • Hillview Investment Trust Ii
BETWEEN
Management Contract • October 28th, 2005 • Hillview Investment Trust Ii • Delaware
BETWEEN
Hillview Investment Trust Ii • October 28th, 2005 • 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").

INVESTMENT MANAGEMENT CONTRACT BETWEEN HILLVIEW INVESTMENT TRUST II AND HILLVIEW CAPITAL ADVISORS, LLC
Investment Management Contract • October 30th, 2002 • Hillview Investment Trust Ii • Delaware
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”).

EXHIBIT A --------- THIS EXHIBIT A, dated as of November 19, 2002 is Exhibit A to that certain Underwriting Agreement dated as of June 26, 2000 between PFPC Distributors, Inc. and Hillview Investment Trust II.
Hillview Investment Trust Ii • October 28th, 2003

THIS EXHIBIT A, dated as of November 19, 2002 is Exhibit A to that certain Underwriting Agreement dated as of June 26, 2000 between PFPC Distributors, Inc. and Hillview Investment Trust II.

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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").

July 10, 2002 HILLVIEW INVESTMENT TRUST II Re: Amendment to Administration and Accounting Services Fees Dear Sir / Madam: This letter constitutes a clarification to our agreement with respect to compensation to be paid to PFPC Inc.("PFPC") under the...
Hillview Investment Trust Ii • October 30th, 2002

This letter constitutes a clarification to our agreement with respect to compensation to be paid to PFPC Inc.("PFPC") under the terms of an Administration and Accounting Services Agreement dated June 26, 2000 between Hillview Investment Trust II (the "Fund") and PFPC (the "Agreement") as originally set forth in the fee letter dated June 26, 2000 between the Fund and PFPC (the "Fee Letter"). Except for the items discussed below, all matters set forth in the Fee Letter shall remain in full force and effect.

AMENDMENT TO CUSTODIAN SERVICES AGREEMENT ----------------------------------------- The Amendment is an amendment to the Custodian Services Agreement between Hillview Investment Trust II (the "Fund") and PFPC Trust Company ("PFPC Trust") made as of...
Custodian Services Agreement • October 28th, 2004 • Hillview Investment Trust Ii

The Amendment is an amendment to the Custodian Services Agreement between Hillview Investment Trust II (the "Fund") and PFPC Trust Company ("PFPC Trust") made as of June 26, 2000 (the "Agreement"). The date of the Amendment is as of November 1, 2004.

FORM OF SPECIAL CUSTODY ACCOUNT AGREEMENT (SHORT SALES)
Account Agreement • October 28th, 2004 • Hillview Investment Trust Ii • New York
EXHIBIT A --------- THIS AMENDED EXHIBIT A, dated as of December 16, 2002, is the Amended Exhibit A to that certain Transfer Agency Services Agreement dated as of June 26, 2000 between PFPC Inc. and Hillview Investment Trust II.
Hillview Investment Trust Ii • October 28th, 2003

THIS AMENDED EXHIBIT A, dated as of December 16, 2002, is the Amended Exhibit A to that certain Transfer Agency Services Agreement dated as of June 26, 2000 between PFPC Inc. and Hillview Investment Trust II.

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”).

SPECIAL CUSTODY ACCOUNT AGREEMENT (SHORT SALES)
Special Custody Account Agreement • October 28th, 2005 • Hillview Investment Trust Ii • New York
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