0001193125-13-421414 Sample Contracts

FLEXSHARES TRUST LICENSE AGREEMENT
License Agreement • November 1st, 2013 • FlexShares Trust • Illinois

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

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AMENDMENT TO THE GLOBAL CUSTODY AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • November 1st, 2013 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of October 17, 2013 by FlexShares Trust, acting solely on behalf of each Fund (as defined in the Agreement) and JPMorgan Chase Bank, N.A., (“J.P. Morgan”), to the Global Custody Agreement (the “Agreement”), dated August 19, 2011, as amended, between FlexShares Trust, acting solely on behalf of each Fund (as defined in the Agreement) and J.P. Morgan.

FOURTH AMENDMENT TO FLEXSHARESSM TRUST ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • November 1st, 2013 • FlexShares Trust

This Fourth Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of September 1, 2011, as amended, by and between FlexShares Trust (the “Trust”) and Foreside Fund Services, LLC (“Foreside”) is hereby entered into as of November 5, 2013 (the “Effective Date”).

AMENDMENT TO THE FUND SERVICING AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Fund Servicing Agreement • November 1st, 2013 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of October 17, 2013 by FlexShares Trust, acting solely on behalf of each Fund (as defined in the Agreement) and JPMorgan Chase Bank, N.A., (“J.P. Morgan”), to the Fund Servicing Agreement (the “Agreement”), dated September 15, 2011, as amended, between FlexShares Trust, acting solely on behalf of each Fund (as defined in the Agreement) and J.P. Morgan.

AMENDMENT TO THE AGENCY SERVICES AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Agency Services Agreement • November 1st, 2013 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of October 17, 2013 by FlexShares Trust, acting solely on behalf of each Fund (as defined in the Agreement) and JPMorgan Chase Bank, N.A., (“J.P. Morgan”), to the Agency Services Agreement (the “Agreement”), dated August 19, 2011, as amended, between FlexShares Trust, acting solely on behalf of each Fund and J.P. Morgan.

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