ProShares Trust Advisory Fee Waiver Agreement
This ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made effective as of the 1st day of June 2014, by and between ProShare Advisors LLC (the “Adviser”) and ProShares Trust (the “Trust”), on behalf of each of its series from time to time set forth in Schedule A attached hereto (each, a “Fund”).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management company, and is organized as a statutory trust under the laws of the State of Delaware, and each Fund is a series of the Trust;
WHEREAS, the Adviser and the Trust, on behalf of each Fund, are parties to an investment advisory agreement (the “Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to each Fund in consideration of compensation based on the value of the average daily net assets of such Fund (the “Advisory Fee”); and
WHEREAS, the Adviser has agreed to waive part of each Fund’s Advisory Fee as set forth in Schedule A attached hereto (the “Fee Waiver”). The Trust, on behalf of each Fund, and the Adviser, therefore, have entered into this Agreement in order to effect the Fee Waiver for each Fund at the level specified in Schedule A attached hereto on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Contractual Fee Waiver. During the Term (as defined in Section 2 below), the Adviser shall waive a portion of its Advisory Fee with respect to each Fund as set forth in Schedule A attached hereto.
2. Term; Termination. The term (“Term”) of the Fee Waiver with respect to a Fund shall begin on the date hereof (or the date on which a Fund is added to Schedule A, if later) and end with respect to a Fund after the close of business on the date indicated on Schedule A unless the Fee Waiver is earlier terminated upon a writing duly executed by the Adviser and the Trust and approved by the Board of Trustees for the Trust. The Term of the Fee Waiver with respect to a Fund may be continued from year to year thereafter, provided that each such continuance is specifically approved by the Adviser and the Trust with respect to such Fund.
3. Miscellaneous.
3.1 Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
3.2 Limitation of Liability. The obligations and expenses incurred, contracted for or otherwise existing with respect to a Fund shall be enforced against the assets of such Fund or applicable class thereof and not against the assets of any other class or any other Fund or series of the Trust.
3.3 Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the computations of average daily net assets or of any Advisory Fee, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement between the Adviser and the Trust or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act, as applicable, and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such Court, by rules, regulations or orders of the Securities and Exchange Commission (“SEC”) issued pursuant to the 1940 Act. In addition, if the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, that provision will be deemed to incorporate the effect of that rule, regulation or order. Otherwise the provisions of this Agreement will be interpreted in accordance with the substantive laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers as of the day of May 2014.
PROSHARES TRUST, on behalf of each FUND | ||
By: |
/s/ Xxxx X. Xxxxxxx | |
Name: |
Xxxx X. Xxxxxxx | |
Title: |
President | |
PROSHARE ADVISORS LLC | ||
By: |
/s/ Xxxxxxx X. Xxxxx | |
Name: |
Xxxxxxx X. Xxxxx | |
Title: |
Chief Executive Officer |
SCHEDULE A
TO PROSHARES TRUST ADVISORY FEE WAIVER AGREEMENT
As of June 1, 2014 through September 30, 2017 (the “applicable Period”) the Advisory fee limit applicable to each Fund shall be:
Tiered Advisory Fee Limit for each of the Funds listed below:
Net Assets |
Net Assets | Rate | ||||||
0 |
³$ | 5,000,000,000 | 0.75 | % | ||||
$5,000,000,000+ |
³$ | 6,500,000,000 | 0.70 | % | ||||
$6,500,000,000+ |
³$ | 8,000,000,000 | 0.65 | % | ||||
$8,000,000,000+ |
³$ | 9,500,000,000 | 0.60 | % | ||||
Above $9,500,000,000 |
0.55 | % |
Funds
ProShares Hedge Replication ETF
ProShares Large Cap Core Plus
ProShares Merger ETF
ProShares RAFI® Long/Short
Short MarketCap
ProShares Short S&P500®
ProShares Short QQQ®
ProShares Short Dow30SM
ProShares Short MidCap400
ProShares Short Russell2000
ProShares Short SmallCap600
ProShares UltraShort Russell3000
ProShares UltraShort S&P500®
ProShares UltraShort QQQ®
ProShares UltraShort Dow30SM
ProShares UltraShort MidCap400
ProShares UltraShort Russell2000
ProShares UltraShort SmallCap600
ProShares UltraPro Short S&P500®
ProShares UltraPro Short QQQ®
ProShares UltraPro Short Dow30SM
ProShares UltraPro Short MidCap400
ProShares UltraPro Short Russell2000
Short Style
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
Short Sector
ProShares Short Basic Materials
ProShares Short Financials
ProShares Short Oil & Gas
ProShares Short Real Estate
ProShares Short KBW Regional Banking
ProShares UltraShort Basic Materials
ProShares UltraShort Nasdaq Biotechnology
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 UltraShort Technology
ProShares UltraShort Telecommunications
ProShares UltraShort Utilities
ProShares UltraPro Short Financials
Short International
ProShares Short MSCI EAFE
ProShares Short MSCI Emerging Markets
ProShares Short FTSE China 25
ProShares UltraShort MSCI EAFE
ProShares UltraShort MSCI Emerging Markets
ProShares UltraShort FTSE Europe
ProShares UltraShort MSCI Pacific ex-Japan
ProShares UltraShort MSCI Brazil Capped
ProShares UltraShort FTSE China 25
ProShares UltraShort MSCI Japan
ProShares UltraShort MSCI Mexico Capped IMI
Short Fixed Income
ProShares Short 7-10 Year Treasury
ProShares Short 20+ Year Treasury
ProShares Short High Yield
ProShares Short Investment Grade Corporate
ProShares UltraShort 3-7 Year Treasury
ProShares UltraShort 7-10 Year Treasury
ProShares UltraShort 20+ Year Treasury
ProShares UltraShort TIPS
ProShares UltraPro Short 20+ Year Treasury
Ultra MarketCap
ProShares Ultra Russell3000
ProShares Ultra S&P500®
ProShares Ultra QQQ®
ProShares Ultra Dow30SM
ProShares Ultra MidCap400
ProShares Ultra Russell2000
ProShares Ultra SmallCap600
ProShares UltraPro S&P500®
ProShares UltraPro QQQ®
ProShares UltraPro Dow30SM
ProShares UltraPro MidCap400
ProShares UltraPro Russell2000
Ultra Style
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
Ultra Sector
ProShares Ultra Basic Materials
ProShares Ultra Nasdaq Biotechnology
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 KBW Regional Banking
ProShares Ultra Semiconductors
ProShares Ultra Technology
ProShares Ultra Telecommunications
ProShares Ultra Utilities
ProShares UltraPro Financials
Ultra International
ProShares Ultra MSCI EAFE
ProShares Ultra MSCI Emerging Markets
ProShares Ultra FTSE Europe
ProShares Ultra MSCI Pacific ex-Japan
ProShares Ultra MSCI Brazil Capped
ProShares Ultra FTSE China 25
ProShares Ultra MSCI Japan
ProShares Ultra MSCI Mexico Capped IMI
Ultra Fixed Income
ProShares Ultra 7-10 Year Treasury
ProShares Ultra 20+ Year Treasury
ProShares Ultra High Yield
ProShares Ultra Investment Grade Corporate