AMENDMENT AGREEMENT #7 to FUND SERVICES AGREEMENT
Exhibit (h)(3)
AMENDMENT AGREEMENT #7 to FUND SERVICES AGREEMENT
AMENDMENT AGREEMENT #7 (the “Amendment”) dated as of June 10, 2008 between PROSHARES TRUST (“ProShares”) and X.X. XXXXXX INVESTOR SERVICES CO. (“X.X. Xxxxxx”).
WITNESSETH
WHEREAS, ProShares and X.X. Xxxxxx have entered into a Fund Services Agreement dated as of June 16, 2006 and amended as of January 19, 2007, February 16, 2007, September 18, 2007, December 10, 2007, January 25, 2008 and March 12, 2008 (the “Agreement”), and
WHEREAS, ProShares and X.X. Xxxxxx wish to amend the Agreement and to have the Agreement, as amended herein, govern the rights and obligations of ProShares and X.X. Xxxxxx,
NOW, THEREFORE, in consideration of the mutual agreements herein contained, ProShares and X.X. Xxxxxx hereby acknowledge and agree as follows:
1. Certain Definitions. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.
2. Amendments.
(a) Schedule A of the Agreement is hereby amended by replacing it in its entirety with Schedule A annexed hereto.
3. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.
4. Each of the parties hereby represents and warrants that:
(a) the representations and warranties contained in the Agreement are true on and as of the date hereof as if made by the party on and as of said date, and
(b) the execution, delivery and performance of this Amendment are within the party’s corporate power and have been duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation of the party in accordance with its terms.
5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
6. This Amendment shall be construed in accordance with and be governed by the laws of the State of New York (without reference to choice of law doctrine).
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 | ||
/s/ Xxxxx Xxxxxxx | ||
Name: | Xxxxx Xxxxxxx | |
Title: | President |
JPMORGAN CHASE BANK, N.A. | ||
/s/ Xxxxx X. Xxxxx | ||
Name: | Xxxxx X. Xxxxx | |
Title: | Executive Director |
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FUND SERVICES AGREEMENT
SCHEDULE A
Short S&P 500 ProShares
Short QQQ ProShares
Short Dow 30 ProShares
Short MidCap ProShares
UltraShort S&P 500 ProShares
UltraShort QQQ ProShares
UltraShort Dow 30 ProShares
UltraShort MidCap ProShares
Ultra S&P 500 ProShares
Ultra QQQ ProShares
Ultra Dow 30 ProShares
Ultra MidCap ProShares
Ultra SmallCap600 ProShares
Ultra Russell2000 ProShares
Short SmallCap600 ProShares
Short Russell2000 ProShares
UltraShort SmallCap600 ProShares
UltraShort Russell2000 ProShares
Ultra Basic Materials ProShares
Ultra Consumer Goods ProShares
Ultra Consumer Services ProShares
Ultra Financials ProShares
Ultra Health Care ProShares
Ultra Industrials ProShares
Ultra Oil & Gas ProShares
Ultra Real Estate ProShares
Ultra Semiconductors ProShares
Ultra Technology ProShares
Ultra Utilities ProShares
UltraShort Basic Materials ProShares
UltraShort Consumer Goods ProShares
UltraShort Consumer Services ProShares
UltraShort Financials ProShares
UltraShort Health Care ProShares
UltraShort Industrials ProShares
UltraShort Oil & Gas ProShares
UltraShort Real Estate ProShares
UltraShort Semiconductors ProShares
3
UltraShort Technology ProShares
UltraShort Utilities ProShares
Ultra Russell1000 Value ProShares
Ultra Russell1000 Growth ProShares
Ultra MidCap Value ProShares
Ultra MidCap Growth ProShares
Ultra Russell2000 Value ProShares
Ultra Russell2000 Growth ProShares
UltraShort Russell1000 Value ProShares
UltraShort Russell1000 Growth ProShares
UltraShort Xxxxxxx XxxXxx Value ProShares
UltraShort Xxxxxxx MidCap Growth ProShares
UltraShort Russell2000 Value ProShares
UltraShort Russell2000 Growth ProShares
UltraShort MSCI Japan ProShares
UltraShort FTSE/Xinhua China 25 ProShares
Short MSCI Emerging Markets ProShares
UltraShort MSCI Emerging Markets ProShares
Short MSCI EAFE ProShares
UltraShort MSCI EAFE ProShares
UltraShort Xxxxxx 7-10 Year U.S. Treasury ProShares
UltraShort Xxxxxx 20+ Year U.S. Treasury ProShares
Ultra FTSE/Xinhua China 25 ProShares
Ultra MSCI Japan ProShares
Ultra Telecommunications ProShares
UltraShort Telecommunications ProShares
Short Financials ProShares
Short Oil & Gas ProShares
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