Pax World Funds Trust II Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 15th, 2008 • Pax World Funds Trust II • Massachusetts

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between Pax World Funds Trust II (the “Trust”) and the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

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PAX WORLD FUNDS TRUST II AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • December 15th, 2008 • Pax World Funds Trust II • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, effective on September 10, 2008, by the Trustees hereunder and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided:

ADMINISTRATION AGREEMENT
Administration Agreement • October 9th, 2009 • Pax World Funds Trust II • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of October 1, 2009, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Pax World Funds Trust II, a Massachusetts business trust (the “Trust”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 27th, 2012 • Pax World Funds Trust II • Massachusetts

Distribution Agreement (the “Agreement”) made this 1st day of November, 2011, by and between Pax World Funds Trust II, a Massachusetts business trust (the “Trust”) and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

CUSTODIAN AGREEMENT
Custodian Agreement • October 9th, 2009 • Pax World Funds Trust II • Massachusetts
FTSE EXCHANGE-TRADED FUND LICENCE AGREEMENT FRONT SHEET
Ftse Exchange-Traded Fund Licence Agreement • October 9th, 2009 • Pax World Funds Trust II
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”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 9th, 2009 • Pax World Funds Trust II • Massachusetts
CONFIDENTIAL MASTER INDEX LICENSE AGREEMENT FOR INDEX BASED FUNDS
Master Index License Agreement • April 30th, 2013 • Pax World Funds Trust II • New York

This MASTER INDEX LICENSE AGREEMENT, dated as of September 1, 2010 (the “Effective Date”), is made by and between MSCI Inc. (“MSCI”), a Delaware corporation, with an office at 88 Pine Street, New York, New York 10005, and Pax World Management LLC (“Licensee”), a Delaware Limited Liability Company, with an office at 30 Penhallow Street, Suite 400, Portsmouth NH 03801.

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