0000899681-07-000584 Sample Contracts

SUB-INVESTMENT ADVISORY AGREEMENT SPARX INVESTMENT & RESEARCH, USA, INC. 360 Madison Avenue New York, New York 10017
Sub-Investment Advisory Agreement • August 10th, 2007 • Sparx Asia Funds • New York

As you are aware, SPARX Asia Funds (the "Trust") desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each such series, the "Fund"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Trust's Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Trust's Board of Trustees (the "Board"). The Trust employs SPARX Investment & Research, USA, Inc. (the "Adviser") to act as its investment adviser pursuant to a written agreement (the "Advisory Agreement"), a copy of which has been furnished to you. The Adviser desires to employ you to act as the Fund's sub-investment adviser.

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INVESTMENT ADVISORY AGREEMENT SPARX ASIA FUNDS 360 Madison Avenue New York, New York 10017
Investment Advisory Agreement • August 10th, 2007 • Sparx Asia Funds

The above-named investment company (the "Trust") consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Fund"), herewith confirms its agreement with you as follows:

SUB-INVESTMENT ADVISORY AGREEMENT PMA CAPITAL MANAGEMENT LIMITED Harbour Place 103 South Church Street Grand Cayman Cayman Islands
Sub-Investment Advisory Agreement • August 10th, 2007 • Sparx Asia Funds • New York

As you are aware, SPARX Asia Funds (the "Trust") desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each such series, the "Fund"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Trust's Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Trust's Board of Trustees (the "Board"). The Trust employs SPARX Investment & Research, USA, Inc. (the "Adviser") to act as its investment adviser pursuant to a written agreement (the "Advisory Agreement"), and the Adviser employs PMA Capital Management Limited ("PMACM") to act as the Fund's sub-investment adviser pursuant to a written agreement (the "PMACM Sub-Investment Advisory Agreement"). A copy of the Advisory Agreement and the PMACM Sub-

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