AMENDMENT #16 to AGENCY SERVICES AGREEMENT
Exhibit (h)(4)
AMENDMENT #16 to AGENCY SERVICES AGREEMENT
AMENDMENT #16 (the “Amendment”) dated as of April 19, 2010 between PROSHARES TRUST (“ProShares”) and JPMORGAN CHASE BANK, N.A. (“Bank”).
WITNESSETH
WHEREAS, ProShares and the Bank have entered into an Agency Services Agreement dated as of June 13, 2006, as amended on January 19, 2007, February 16, 2007, September 18, 2007, December 10, 2007, January 25, 2008, March 12, 2008, June 10, 2008, August 22, 2008, December 8, 2008, June 1, 2009, June 23, 2009, August 11, 2009, January 14, 2010, February 2, 2010, and March 12, 2010 (the “Agreement”), and
WHEREAS, ProShares and the Bank wish to amend the Agreement and to have the Agreement, as amended herein, govern the rights and obligations of ProShares and the Bank with respect to each and every transaction which is (a) outstanding on the date hereof and (b) entered into on or after the date hereof,
NOW, THEREFORE, in consideration of the mutual agreements herein contained, ProShares and the Bank 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) Exhibit A of the Agreement is hereby amended by replacing it in its entirety with Exhibit 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).
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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/ Xxxx X. Xxxxxx |
| Name: Xxxx X. Xxxxxx |
| Title: Vice President |
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EXHIBIT A
LIST OF PROSHARES ETF SERIES
ProShares Short S&P 500
ProShares Short QQQ
ProShares Short Dow 30
ProShares Short MidCap400
ProShares UltraShort S&P 500
ProShares UltraShort QQQ
ProShares UltraShort Dow 30
ProShares UltraShort MidCap400
ProShares Ultra S&P 500
ProShares Ultra QQQ
ProShares Ultra Dow 30
ProShares Ultra MidCap400
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
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ProShares UltraShort Semiconductors
ProShares UltraShort Technology
ProShares UltraShort Utilities
ProShares Ultra Russell1000 Value
ProShares Ultra Russell1000 Growth
ProShares Ultra Xxxxxxx XxxXxx Value
ProShares Ultra Xxxxxxx 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 Short MSCI Emerging Markets
ProShares Short MSCI EAFE
ProShares UltraShort MSCI Emerging Markets
ProShares UltraShort MSCI Japan
ProShares UltraShort MSCI EAFE
ProShares UltraShort FTSE/Xinhua China 25
ProShares UltraShort 7-10 Year Treasury
ProShares UltraShort 20+ Year 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 Ultra MSCI EAFE
ProShares Ultra MSCI Emerging Markets
ProShares Ultra Russell3000
ProShares UltraShort MSCI Europe
ProShares UltraShort MSCI Pacific ex-Japan
ProShares UltraShort MSCI Brazil
ProShares UltraShort MSCI Mexico Investable Market
ProShares UltraShort Russell3000
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ProShares Credit Suisse 130/30
ProShares UltraPro S&P500
ProShares UltraPro Short S&P500
ProShares Short 7-10 Year Treasury
ProShares Short 20+ Year Treasury
ProShares Ultra 7-10 Year Treasury
ProShares Ultra 20+ Year Treasury
ProShares UltraPro Dow30
ProShares UltraPro MidCap400
ProShares UltraPro Russell2000
ProShares UltraPro QQQ
ProShares UltraPro Short Dow30
ProShares UltraPro Short MidCap400
ProShares UltraPro Short Russell2000
ProShares UltraPro Short QQQ
ProShares Short Basic Materials
ProShares Short Real Estate
ProShares Short FTSE/Xinhua China 25
ProShares Ultra Nasdaq Biotechnology
ProShares UltraShort Nasdaq Biotechnology
ProShares Ultra KBW Regional Banking
ProShares Short KBW Regional Banking
ProShares Ultra MSCI Europe
ProShares Ultra MSCI Pacific ex-Japan
ProShares Ultra MSCI Brazil
ProShares Ultra MSCI Mexico Investable Market
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