0001193125-14-077721 Sample Contracts

FLEXSHARES TRUST LICENSE AGREEMENT
License Agreement • February 28th, 2014 • FlexShares Trust • Illinois

This License Agreement (the “Agreement”) is entered into as of October 28, 2013, 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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AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
Amended And • February 28th, 2014 • FlexShares Trust • Illinois

Agreement (“Agreement”) dated as of March 1, 2014 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”).

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