FORM OF SUPERVISION AND ADMINISTRATION AGREEMENT

     (i)      The Administrator shall supervise and coordinate matters relating to the operation of each Fund, including any necessary coordination among the investment adviser, the sub-administrator, custodian, transfer agent, dividend disbursing agent, securities lending agent, recordkeeping agent, valuation or pricing agents, accountants, attorneys, and other parties performing services or operational functions for each Fund. In connection with the supervision of the pricing and valuation of each Fund, the GXMC shall establish such systems and procedures as are necessary to carry out this function, including systems and procedures relating to defaulted securities; forensic reporting and monitoring of securities and derivatives pricing, including checks and balances against internal models and external pricing services; tracking and reviewing fair valued securities; supervising pricing vendors; monitoring for significant events occurring after the close of trading that may affect the value of portfolio holdings; and establishing net asset value estimation processes in the event the custodian cannot produce a net asset value for Shares of a Fund.

     (ii)      The Administrator shall provide each Funds, at the Administrator’s expense, with adequate personnel, office space, communications facilities, and other facilities necessary for the effective administration of the Fund as contemplated in this Agreement as well as provide the Fund, at the Administrator’s expense, with the services of a sufficient number of persons competent to perform such administrative and clerical functions as are necessary to ensure compliance with federal securities laws and other applicable laws.

     (iii)      The Administrator shall maintain or supervise the maintenance by third parties of such books and records of the Trust and each Fund as may be required by applicable federal or state law, other than the records and ledgers maintained under the Investment Advisory Agreement.

     (iv)      The Administrator shall prepare or supervise the preparation by third parties of all federal, state, local, and foreign tax returns and reports of each Fund required by applicable law.

     (v)      The Administrator shall prepare, file, and arrange for the

distribution of proxy materials and periodic reports to shareholders of each Fund, as required by applicable law.

     (vi)      The Administrator shall prepare and arrange for the filing of such registration statements and other documents with the SEC and other federal and state or other regulatory authorities as may be required to register the Shares of each Fund and qualify the Trust to do business or as otherwise required by applicable law. The Administrator shall maintain registration of the Shares of each Fund in such other jurisdictions as it deems necessary and appropriate. The Administrator shall maintain a review and certification program and internal controls and procedures in accordance with relevant provisions of the Sarbanes Oxley Act of 2002 as applicable to registered investment companies. The Administrator shall maintain systems necessary to provide or procure required disclosure in each Fund’s registration statement, shareholder reports, proxy statements and similar regulatory documents, and each Fund’s proxy voting information.

     (vii)      The Administrator shall take such other action with respect to the Funds as may be required by applicable law, including without limitation the rules and regulations of the SEC, the Commodity Futures Trading Commission, state securities commissions and other governmental and regulatory agencies. Such actions shall include, but are not limited to: establishment and maintenance of a compliance program in accordance with Rule 38a-1 under the 1940 Act, support of the Trust’s Chief Compliance Officer, and systems and procedures necessary to effectuate the compliance program.

     (viii)      The Administrator shall provide each Fund with administrative services for shareholders of the Funds, including: the maintenance of a shareholder call center; shareholder transaction processing; the provision of certain statistical information and performance of the Funds; a web servicing platform and internet website; access by GXMC personnel to databases to assist with shareholder inquiries and reports; maintenance of privacy protection systems and procedures; oversight of anti-money laundering monitoring systems and procedures; anti-market timing monitoring systems and procedures, including implementation of shareholder information agreements under Rule 22c-2 under the 1940 Act and associated monitoring systems and procedures; and processing of shareholder.

     (ix)      Notwithstanding the foregoing, the Administrator may procure or delegate the provision of any of these services to third parties (including other financial institutions) with respect to shareholders that have relationships with such third parties, except for any services provided pursuant to the Distribution Agreement, Rule 12b-1 Plan and related agreements and the Investment Advisory Agreement.

     (i)     a sub-administrator for the Funds to provide administrative services;

     (ii)     a custodian or custodians for the Funds to provide for the safekeeping of the Funds’ assets;

     (iii)     a recordkeeping agent to maintain the portfolio accounting records for the Funds;

     (iv)     a transfer agent for the Funds;

     (v)     a securities lending agent for the Funds; and

     (vi)     a dividend disbursing agent for the Funds.

     (i)     trade order processing and facilities for placing orders for the purchase and sale of a Fund’s Shares;

     (ii)     advertising with respect to a Fund’s Shares;

     (iii)     providing information about each Fund;

     (iv)     providing facilities to answer questions from prospective investors about each Fund;

     (v)     providing product descriptions for each Fund;

     (vi)     preparing, printing and delivering product descriptions and shareholder reports (as required) to prospective shareholders;

     (vii)     assisting prospective shareholders in purchasing, holding or selling Shares of a Fund; and

     (viii)     shareholder services provided by a Service Organization that may include, but are not limited to, the following: receiving, aggregating and processing shareholder orders; communicating periodically with shareholders; acting as the sole shareholder of record and nominee for shareholders;

maintaining accounting records for shareholders; answering questions and handling correspondence from shareholders about their accounts with the Service Organization; issuing confirmations for transactions by shareholders; performing sub-account administrative services; providing such shareholder with communications and recordkeeping services as may be required for any program for which the Service Organization is a sponsor that relies on Rule 3a-4 under the 1940 Act; and providing such other similar services as may reasonably be requested to the extent the Service Organization is permitted to do so under applicable statutes, rules, or regulations.

(i)      shall conform with the 1940 Act and all rules and regulations thereunder, with all other applicable federal, state and foreign laws and regulations, with any applicable procedures adopted by the Trust’s Board of Trustees, and with the provisions of the Trust’s Registration Statement filed on Form N-1A as supplemented or amended from time to time;

     (ii)      will make available to the Trust, promptly upon request, any of the books and records of any Fund that are maintained under this Agreement, and will furnish to regulatory authorities having the requisite authority any such books and records and any information or reports in connection with the Administrator’s services under this Agreement that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

     (iii)      will, in addition to reports required by subparagraph (d) above, regularly report to the Trust’s Board of Trustees on the services provided under this Agreement and will furnish the Trust’s Board of Trustees with respect to each

of the Funds such periodic and special reports as the Trustees may reasonably request.

     (a)      the Trust’s Registration Statement as filed with the SEC and any amendments thereto; and

     (b)      exhibits, powers of attorney, certificates and any and all other documents relating to or filed in connection with the Registration Statement described above.

     (a)     As compensation for the duties and services specified in Section 2 of this Agreement, the Trust shall pay to the Administrator a monthly fee, calculated as a percentage (on an annual basis) of the average daily value of the net assets of each of the Funds during the preceding month. The fee rates applicable to each Fund shall be set forth in a schedule to this Agreement. The fees payable to the Administrator for all of the Funds shall be computed and accrued daily and paid monthly. If the Administrator shall serve for less than any whole month, the foregoing compensation shall be prorated.

     (b)     Any portion of the fees paid hereunder in respect of Shares representing reimbursement for the out-of-pocket expenditures and internally allocated expenses of the Administrator or any Service Organization in respect of Special Services of any Fund (as reviewed quarterly by the Trustees based on the reports described in Section 2(d) above) shall not exceed the rate of 0.25% per annum of the average daily net assets of such Fund attributable Shares. To the extent such out-of-pocket expenditures and internally allocated expenses exceed such rate, such excess shall be paid by the Administrator and/or any Service Organization from its own resources (which may include legitimate profits from serving as investment adviser and/or administrator) and shall not be used as a basis for justifying or evaluating fees paid hereunder to the Administrator in respect of services other than the Special Services.

     (a)     Distribution Plan. In so far those portions of this Agreement regarding the provision of Special Services could be construed to constitute a part of a distribution plan, as required by Rule 12b-1 (in respect of any distribution plan):

     (i)     the term of this Agreement is as provided in Section 10 below;

     (ii)     the Administrator shall provide to the Trustees of the Trust, and all such Trustees shall review, at least quarterly, a written report of the amounts expended by the Trust for Special Services and the purposes for which such expenditures were made;

     (iii)     this Agreement may be terminated as provided in Section 10(b) below; and

     (iv)     this Agreement may not be amended to increase materially the maximum amount specified in Section 5(b) with respect to payments for Special Services (i.e., the rate of 0.25% per annum) payable out of assets for Special Services without approval by a majority of the outstanding Shares (as defined in Section 2(a)(42) of the 1940 Act in respect of voting securities) of a Fund.

     (b)     Related Agreement. In so far those portions of this Agreement regarding the provision of Special Services could be construed to constitute related agreements with respect to distribution plans, as required by Rule 12b-1 (in respect of any related agreement:

     (i)     this Agreement may be terminated as provided in Section 10 below; and

     (ii)     this Agreement may also terminate in the circumstances described in Section 15(d) below.

(a)      Expenses of all audits by Trust’s independent public accountants;

     (b)      Expenses of the Trust’s transfer agent, registrar, dividend disbursing agent, securities lending agent, and shareholder recordkeeping services;

     (c)      Expenses of the Trust’s custodial services, including any recordkeeping services provided by the custodian;

     (d)      Expenses of obtaining quotations for calculating the value of each Fund’s net assets;

     (e)      Expenses of obtaining Portfolio Activity Reports for each Fund;

     (f)      Expenses of maintaining the Trust’s tax records;

     (g)      Costs and/or fees, including legal fees, incident to meetings of the Trust’s shareholders, the preparation, printing and distribution of Fund product descriptions (unless such expenses are paid for pursuant to Rule 12b-1 distribution plan or related agreement), notices and proxy statements and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence and qualification to do business, and the expenses of issuing, redeeming, registering and qualifying for sale, Shares with federal and state securities authorities;

     (h)      The Trust’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Delaware business trust registered as an open-end management investment company or fees that arise in the ordinary course of business in connection with listing Shares of any Fund on a securities exchange;

     (i)      Costs of printing certificates (if any) representing Shares of the Trust;

     (j)      The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums;

     (k)      Association membership dues;

     (l)      Services of Service Organizations rendered in respect of Shares, to the extent and subject to the conditions set forth in Sections 2(c) and (d), 5 and 6 hereof;

     (m)      Salaries and other compensation or expenses, including travel expenses, of any of the Trust’s executive officers and employees (if any) and Trustees who are not officers, members, partners or employees of the Administrator or any of its subsidiaries or affiliates; and

     (n)      Fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit of the Trust and the Trustees who are not officers, employees, partners, shareholders or members of GXMC or any of its subsidiaries or affiliates.

     The Trust shall bear the following expenses:

     (a)     Taxes and governmental fees, if any, levied against the Trust or any of its Funds;

     (b)     Brokerage fees, commissions and other portfolio transaction expenses incurred for any of the Funds;

     (c)     Costs, including the interest expenses, of borrowing money;

     (d)     Extraordinary expenses, including extraordinary legal expenses, as may arise including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto;

     (e)     Organizational and offering expenses of the Trust and each Fund, and any other expenses which are capitalized in accordance with generally accepted accounting principles.

     (i)      by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund or class, by vote of a majority of the outstanding voting shares of such Fund or class, on sixty (60) days’ written notice to the Administrator;

     (ii)      at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon sixty (60) days’ written notice to the Trust.

     (b)      insofar as it relates to Special Services of any Fund, at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Shares.

     (a)     This Agreement shall be governed by the laws of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any rule or order of the SEC thereunder.

     (b)      If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. To the extent that any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise with regard to any party, hereunder, such provisions with respect to other parties hereto shall not be affected thereby.

     (c)      The captions in this Agreement are included for convenience only and in no way define any of the provisions hereof or otherwise affect their construction or effect.

     (d)      This Agreement may not be assigned by the Board of Trustees acting on behalf of the Trust or the Administrator without the consent of the other party. With respect to Section 2(c) (i.e., Special Services), the provision of Section 2(c) will terminate with respect to any Fund in the event of an “assignment” (as defined in the 1940 Act). To the extent that Section 2(c) is terminated in the event of an “assignment”, the remaining provisions of the Agreement shall not be affected thereby.

GLOBAL X FUNDS

By: ___________________________________
Title:

GLOBAL X MANAGEMENT COMPANY
LLC

By: ___________________________________
Title: