AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF FLEXSHARES TRUST Dated June 28, 2011Agreement and Declaration • September 2nd, 2011 • FlexShares Trust • Maryland
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of this 28th day of June, 2011 by the undersigned Trustee (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, the “Trustees”) under the Maryland Act (as defined below);
AUTHORIZED PARTICIPANT AGREEMENTAuthorized Participant Agreement • September 2nd, 2011 • FlexShares Trust • Delaware
This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and [ ] (the “Participant”) and is subject to acceptance by JPMorgan Chase Bank, N.A. (the “Index Receipt Agent”) as index receipt agent for FlexShares Trust (the “Trust”).
AGENCY SERVICES AGREEMENTAgency Services Agreement • September 2nd, 2011 • FlexShares Trust • New York
THIS AGENCY SERVICES AGREEMENT made as of the 19th day of August, 2011 by and between FLEXSHARES TRUST, a Maryland statutory trust and registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), with offices at 50 South LaSalle Street, Illinois, Chicago 60603 (the “Trust”), severally and for and on behalf of its series listed on Appendix A hereto (each a “Fund” and together the “Funds”) as the same may be amended from time to time, and JPMORGAN CHASE BANK, N.A. a national banking association with a place of business at 4 New York Plaza, New York, New York 10004 (“J.P. Morgan”).
FORM OF ETF DISTRIBUTION AGREEMENTForm of Etf Distribution Agreement • September 2nd, 2011 • FlexShares Trust • Delaware
This Distribution Agreement (the “Agreement”) is made this day of 2011, by and between FlexShares Trust, a Maryland statutory trust (the “Trust”) having its principal place of business at 50 South LaSalle Street, Chicago, IL 60603, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • September 2nd, 2011 • FlexShares Trust • Illinois
Agreement (“Agreement”) dated as of the 23rd day of August, 2011 by and between FLEXSHARES TRUST (the “Trust”), a Maryland statutory trust and a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and NORTHERN TRUST INVESTMENTS, INC. (“NTI”).
FLEXSHARES TRUST INVESTMENT ADVISORY AND ANCILLARY SERVICES AGREEMENTFlexshares Trust • September 2nd, 2011 • FlexShares Trust • Illinois
AGREEMENT made this 23rd day of August, 2011 between FLEXSHARES TRUST, a Maryland statutory trust (the “Trust”), and NORTHERN TRUST INVESTMENTS, INC., an Illinois state bank (the “Adviser”).
FLEXSHARES TRUST FORM OF SUBLICENSE AGREEMENTFlexshares Trust • September 2nd, 2011 • FlexShares Trust • Illinois
This Sublicense Agreement (the “Agreement”) is entered into as of , 2011, by and between Northern Trust Investments, Inc., an Illinois state bank (the “Adviser”), and FlexShares Trust (the “Licensee”), a Maryland statutory trust.
ETF Fund Servicing Agreement – December 2010 versionAgreement • September 2nd, 2011 • FlexShares Trust • New York
This Agreement, dated [ ], [201 ], is between FLEXSHARES TRUST, a Maryland statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with a place of business at 50 South LaSalle Street, Illinois, Chicago 60603 (the “Trust”), severally and for and on behalf of its series listed on Appendix A hereto (each a “Fund” and together the “Funds”) as the same may be amended from time to time and JPMORGAN CHASE BANK, N. A. with a place of business at One Beacon Street, Boston, Massachusetts 02108. (“J.P. Morgan”).
