0001193125-11-273941 Sample Contracts

ETF Fund Servicing Agreement – December 2010 version
Administration Agreement • October 18th, 2011 • FlexShares Trust • New York

This Agreement, effective as of August 19, 2011, 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”).

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ETF DISTRIBUTION AGREEMENT
Flexsharessm Trust • October 18th, 2011 • FlexShares Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 1st day of September 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.

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