FORM OF DISTRIBUTION AGREEMENTDistribution Agreement • October 22nd, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • Delaware
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this day of September 2008 between ProShares Trust II (the “Trust”), a Delaware statutory trust, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation (the Trust and the Distributor shall be collectively referred to herein as the “parties” or individually as “party”).
FORM OF ADMINISTRATIVE AGENCY AGREEMENTAdministrative Agency Agreement • October 22nd, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • Massachusetts
THIS ADMINISTRATIVE AGENCY AGREEMENT (the “Agreement”) is made as of by and among BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Administrator”), PROSHARES TRUST II, a statutory trust organized under the laws of the State of Delaware (the “ Trust” for itself and on behalf of each of its series listed on Appendix A to this Agreement, each a “Fund” and collectively, the “Funds”), and PROSHARE CAPITAL MANAGEMENT LLC, the Sponsor of the Funds (the “Sponsor”).
FORM OF CUSTODIAN AGREEMENTCustodian Agreement • October 22nd, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • New York
THIS AGREEMENT, dated as of , 2008, between ProShares Trust II, a Delaware statutory trust (the “Trust”), for itself and on behalf of each of its series (each, a “Fund” and together, the “Funds”), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian),
FORM OF PROSHARES TRUST II AUTHORIZED PARTICIPANT AGREEMENTAuthorized Participant Agreement • October 22nd, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • New York
This Authorized Participant Agreement (the “Agreement”), dated as of , is entered into by and among (the “Authorized Participant”), ProShares Trust II, a Delaware statutory trust (the “Trust”), and ProShare Capital Management LLC, a Maryland limited liability company, as sponsor of the Trust (the “Sponsor”).
