0001193125-13-084183 Sample Contracts

FLEXSHARES TRUST LICENSE AGREEMENT

License Agreement • February 28th, 2013 • FlexShares Trust • Illinois

• Contract Type
  License Agreement
• Filed
  February 28th, 2013
• Company
  FlexShares Trust
• Jurisdiction
  Illinois

This License Agreement (the “Agreement”) is entered into as of December 13, 2012, by and between Northern Trust Investments, Inc., an Illinois State Banking Corporation (the “Licensor”), and FlexShares Trust (the “Licensee”), a Maryland statutory trust.

FLEXSHARES TRUST AMENDMENT NO. 2 TO EXPENSE REIMBURSEMENT AGREEMENT

Expense Reimbursement Agreement • February 28th, 2013 • FlexShares Trust

• Contract Type
  Expense Reimbursement Agreement
• Filed
  February 28th, 2013
• Company
  FlexShares Trust

This Amendment dated as February 7, 2013 is entered into 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 and NORTHERN TRUST INVESTMENTS, INC. (the “Adviser”).