0001193125-11-258510 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 28th, 2011 • Db-X Exchange-Traded Funds Inc. • New York

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as of October 20, 2010, (the “Investment Advisory Agreement”) with TDX Independence Funds, Inc., (the “Company”) an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and organized as a corporation under the laws of the State of Maryland on behalf of each Fund listed on Schedule A (the “Fund”), pursuant to which the Adviser acts as adviser to the Fund;

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 28th, 2011 • Db-X Exchange-Traded Funds Inc. • New York

AGREEMENT, dated as of October 20, 2010, among TDX Independence Funds, Inc., a Maryland corporation (the “Company”), on its own behalf and on behalf of each of the Funds listed on Schedule A to this Agreement (each a “Fund” and together, the “Funds”), and DBX Strategic Advisors LLC (formerly, XShares Advisors LLC), a Delaware limited liability company (the “Adviser”), effective with respect to each Fund as of the date set out with respect to such Fund on Schedule A to this Agreement, as may be amended from time to time.

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