This AMENDMENT #45 (this “Amendment”) is made as of October 1, 2016, to the DOMESTIC CUSTODY AGREEMENT between JPMORGAN CHASE BANK, N.A. (“Bank”) and PROSHARES TRUST (“ProShares”) dated as of May 25, 2006, as amended from time to time (the “Agreement”).

This AMENDMENT #45 (this “Amendment”) is made as of October 1, 2016, to the DOMESTIC CUSTODY AGREEMENT between JPMORGAN CHASE BANK, N.A. (“Bank”) and PROSHARES TRUST (“ProShares”) dated as of May 25, 2006, as amended from time to time (the “Agreement”).

The Bank and ProShares hereby agree to replace Schedule A to the Agreement in its entirety with the Schedule A that is attached hereto. Except as amended hereby, all other terms and conditions of the Agreement remain unchanged, the Agreement shall remain in full force and effect and the parties agree that as of date hereof, this Amendment shall form a part of the Agreement.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers or authorized representatives as of the day and year first above written.

PROSHARES TRUST
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		President
JPMORGAN CHASE BANK, N.A.
By:		/s/ Xxxx Xxxxx Calla Xxxxxxx
Name:		Xxxx Xxxxx Calla Xxxxxxx
Title:		Vice President

SCHEDULE A

FEE SCHEDULE

FOR

GLOBAL CUSTODY AND AGENCY SERVICES

from

JPMORGAN CHASE BANK, N.A. (“X.X. Xxxxxx”)

[Portions Redacted]

Global Custody Core Service Fees (all funds except ProShares Morningstar Alternatives Solution ETF)

*All Fees Basis: U.S. Dollar

Safekeeping and Administration – For the custody of securities at X.X. Xxxxxx’x agents, including income processing, Autocredit* (where available) and associated tax reclamations, corporate actions processing, plus general securities account maintenance. Safekeeping charges are applied to the market value of assets held at the end of the billing period.

Transactions – For the entry and settlement of all trades and “free” transfers, including, where available, Contractual Settlement Date Accounting**. Transaction charges are applied to all securities transactions (including receipts/deliveries versus payment and free receipts/deliveries), effected during the billing period. Transaction prices below presume that X.X. Xxxxxx receives valid instructions in an electronic format that enables straight-through processing (STP), when applicable; trade instructions that require manual input or repair will incur an additional surcharge.

*Autocredit – The automatic posting of eligible cash dividends and interest income to cash accounts on pay date, regardless of whether or not X.X. Xxxxxx has actually received the income from the issuing company or its agent. This service is available at X.X. Xxxxxx’x discretion and in accordance with any global custody agreement.

**Contractual Settlement Date Accounting (CSDA) – The provision of a facility that automatically credits/debits proceeds of eligible trades on contractual settlement date, whether or not the trade has actually settled in the market. This service is available at X.X. Xxxxxx’x discretion.

Safekeeping and Administration charges (per annum) and Transaction charges (per security movement). These global custody fees are all the fees contemplated in Section 4.1 of the Global Custody Rider to this agreement.

Country of Holding		Safekeeping and Administration Basis Point Fee				Transactions (Buys/ Sells, Receive/Deliver Free) $ Fee per STP Transaction
Argentina			[redacted	]			[redacted	]
Australia			[redacted	]			[redacted	]
Austria			[redacted	]			[redacted	]
Belgium			[redacted	]			[redacted	]
Brazil			[redacted	]			[redacted	]
Canada			[redacted	]			[redacted	]
Chile			[redacted	]			[redacted	]
China			[redacted	]			[redacted	]
Colombia			[redacted	]			[redacted	]
Czech Republic			[redacted	]			[redacted	]

Country of Holding		Safekeeping and Administration Basis Point Fee				Transactions (Buys/ Sells, Receive/Deliver Free) $ Fee per STP Transaction
Denmark			[redacted	]			[redacted	]
Egypt			[redacted	]			[redacted	]
Euroclear			[redacted	]			[redacted	]
Finland			[redacted	]			[redacted	]
France			[redacted	]			[redacted	]
Germany			[redacted	]			[redacted	]
Greece			[redacted	]			[redacted	]
Hong Kong			[redacted	]			[redacted	]
Hungary			[redacted	]			[redacted	]
India			[redacted	]			[redacted	]
Indonesia			[redacted	]			[redacted	]
Ireland			[redacted	]			[redacted	]
Israel			[redacted	]			[redacted	]
Italy			[redacted	]			[redacted	]
Japan			[redacted	]			[redacted	]
Jordan			[redacted	]			[redacted	]
Korea			[redacted	]			[redacted	]
Luxembourg			[redacted	]			[redacted	]
Malaysia			[redacted	]			[redacted	]
Mexico			[redacted	]			[redacted	]
Morocco			[redacted	]			[redacted	]
Netherlands			[redacted	]			[redacted	]
New Zealand			[redacted	]			[redacted	]
Norway			[redacted	]			[redacted	]
Pakistan			[redacted	]			[redacted	]
Peru			[redacted	]			[redacted	]
Philippines			[redacted	]			[redacted	]
Poland			[redacted	]			[redacted	]
Portugal			[redacted	]			[redacted	]
Qatar			[redacted	]			[redacted	]
Russia			[redacted	]			[redacted	]
Singapore			[redacted	]			[redacted	]
South Africa			[redacted	]			[redacted	]
Spain			[redacted	]			[redacted	]
Sweden			[redacted	]			[redacted	]
Switzerland			[redacted	]			[redacted	]
Taiwan			[redacted	]			[redacted	]
Thailand			[redacted	]			[redacted	]
Turkey			[redacted	]			[redacted	]
United Arab Emirates			[redacted	]			[redacted	]
United Kingdom			[redacted	]			[redacted	]
United States			[redacted	]			[redacted	]

U.S. Transaction Fees		Fee per Transaction
Transactions - DTC			[redacted	]
Transactions - FBE			[redacted	]
Transactions - Physical/Private Placement			[redacted	]

Other Transaction Fees		Fee per Transaction
Wires			[redacted	]
Interaccount Transfer (Cash and Securities, per side)			[redacted	]
Cancelled Trade (in addition to transaction fee)			[redacted	]
Amendments (in addition to transaction fee)			[redacted	]
Manual Instruction Surcharge (in addition to transaction fee)*			[redacted	]

* Manual Instruction Surcharge: This fee will be generated in addition to standard transaction charges for all faxed instructions sent to X.X. Xxxxxx.

Global Custody Core Service Fees (ProShares Morningstar Alternatives Solution ETF)

		Safekeeping & Administration				Transactions (Buys/Sells, Receive/Deliver Free)
Country of Settlement		Basis Point Fee (annual)				Fee per STP Transaction
United States							[redacted	]

U.S. Transaction Fees		Fee per Transaction
Transactions - DTC			[redacted	]
Transactions - FBE			[redacted	]
Transactions - Physical/Private Placement			[redacted	]
Futures/Options			[redacted	]

Other Transaction Fees						Fee per Transaction
Checks							[redacted	]
Wires							[redacted	]
CLS Transactions (per leg)							[redacted	]
Interaccount Transfer (Cash and Securities, per side)							[redacted	]
Memo Posting *							[redacted	]
Cancelled Trade (in addition to transaction charge)							[redacted	]
Amendments (in addition to transaction charge)							[redacted	]
Manual Instruction Surcharge (in addition to transaction charge) **							[redacted	]
Electronic Non-STP Surcharge (in addition to transaction charge) ***							[redacted	]
Manual Corporate Action Instruction							[redacted	]
Proxy (per vote)							[redacted	]

* Memos: This fee is generated when assets that are not custodied or controlled by X.X. Xxxxxx are posted to the client’s custody account. The fee includes memos that are posted for repo transactions. Other examples may include non-securitized assets that are requested by the client to be posted as an asset to the custody record, such as fund of fund positions, derivatives, bank loans or time deposits.

** Manual Instruction Surcharge: This fee will be generated in addition to standard transaction charges for all faxed instructions sent to X.X. Xxxxxx.

*** Electronic Non-STP Surcharge: This fee will be generated in addition to standard transaction charges for all instructions sent to X.X. Xxxxxx that failed STP due to client instruction error.

Out-of-Pocket Fees (Custody Only)

The Trust shall reimburse X.X. Xxxxxx for all reasonable out-of-pocket expenses incurred on its behalf.

ETF Authorized Participant Fee

X.X. Xxxxxx shall be entitled to receive transaction fees from Authorized Participants (APs) according to the following schedule.

X.X. Xxxxxx is entitled to transaction fees even if the fee is not delivered or required to be delivered from the Authorized Participant. If the transaction fee is not delivered by the Authorized Participant than the fee will be paid to X.X. Xxxxxx by the relevant fund.

Transaction fee schedule charged to create or redeem Creation Units regardless of number of units redeemed or created for an order:

Fund Type/Name		AP Fee
All Geared Funds			[redacted	]
ProShares Morningstar Alternatives Solutions ETF			[redacted	]
ProShares CDS Short North American HY Credit ETF			[redacted	]
ProShares Hedged FTSE Europe ETF*			[redacted	]
ProShares Hedged FTSE Japan ETF*			[redacted	]
ProShares MSCI EAFE Dividend Growers ETF			[redacted	]
ProShares MSCI Europe Dividend Growers ETF			[redacted	]
ProShares S&P 500 Dividend Aristocrats ETF			[redacted	]
ProShares S&P MidCap 400 Dividend Aristocrats ETF			[redacted	]
ProShares Xxxxxxx 2000 Dividend Growers ETF			[redacted	]
ProShares Short Term USD Emerging Markets Bond ETF			[redacted	]
ProShares German Sovereign/Sub-Sovereign ETF			[redacted	]
ProShares Hedge Replication ETF			[redacted	]
ProShares Merger ETF			[redacted	]
ProShares RAFI Long/Short			[redacted	]
ProShares High Yield-Interest Rate Hedged			[redacted	]
ProShares Investment Grade–Interest Rate Hedged			[redacted	]
ProShares S&P 500 Ex-Energy ETF			[redacted	]
ProShares S&P 500 Ex-Financials ETF			[redacted	]
ProShares S&P 500 Ex-Technology ETF			[redacted	]
ProShares S&P 500 Ex-Health Care ETF			[redacted	]
ProShares Large Cap Core Plus			[redacted	]
ProShares Global Listed Private Equity ETF			[redacted	]
ProShares DJ Brookfield Global Infrastructure ETF			[redacted	]
ProShares MSCI Emerging Markets Dividend Growers ETF			[redacted	]
ProShares USD Covered Bond			[redacted	]
ProShares Managed Futures Strategy ETF			[redacted	]
ProShares K-1 Free Crude Oil Strategy ETF			[redacted	]

* X.X. Xxxxxx will reimburse the funds for any transaction fee collected from APs above $[redacted] for both cash and In-kind creation units.

Fee Schedule Acknowledgement

The foregoing fee schedule covers custody, settlement and certain associated services to be performed by X.X. Xxxxxx and/or certain subsidiaries and/or affiliates for ProShares.

The signature below indicates that the duly authorized representatives of the undersigned have reviewed and accept this fee schedule, which will take effect on the date set forth below. The terms and conditions contained herein are proprietary and confidential, and shall not be disclosed to third parties without express prior written consent by X.X. Xxxxxx.

This fee schedule shall be in effect for a term of 3 years from October 1, 2016.

Accepted by:
ProShares Trust								JPMorgan Chase Bank, N.A.
By:		/s/ Xxxx X. Xxxxxxx						By:		/s/ Xxxx Xxxxx Calla Xxxxxxx
Name:		Xxxx X. Xxxxxxx								Name: Xxxx Xxxxx Calla Xxxxxxx
Title:		President								Title: Vice President