0001193125-06-131641 Sample Contracts

INVESTMENT ADVISORY AGREEMENT

Investment Advisory Agreement • June 19th, 2006 • Proshares Trust • Maryland

• Contract Type
  Investment Advisory Agreement
• Filed
  June 19th, 2006
• Company
  Proshares Trust
• Jurisdiction
  Maryland

AGREEMENT made this December 15, 2005 between ProShares Trust, a Delaware statutory trust (the “Trust”), and ProShare Advisors LLC, a Maryland limited liability company (the “Advisor”).

MANAGEMENT SERVICES AGREEMENT

Management Services Agreement • June 19th, 2006 • Proshares Trust • Delaware

• Contract Type
  Management Services Agreement
• Filed
  June 19th, 2006
• Company
  Proshares Trust
• Jurisdiction
  Delaware

AGREEMENT, made this December 15, 2005, between ProShares Trust, a Delaware statutory trust (the “Trust”) and ProShare Advisors LLC, a Maryland limited liability company (the “Manager”).

PROSHARES TRUST EXPENSE LIMITATION AGREEMENT

Expense Limitation Agreement • June 19th, 2006 • Proshares Trust

• Contract Type
  Expense Limitation Agreement
• Filed
  June 19th, 2006
• Company
  Proshares Trust

THIS AGREEMENT, dated as of December 15, 2005, is made and entered into by and between ProShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Schedule A attached hereto (each a “Fund” and collectively the “Funds”), and ProShare Advisors LLC (“ProShare Advisors”).