0001193125-14-277102 Sample Contracts

AMENDMENT #32 to FUND SERVICES AGREEMENT
Fund Services Agreement • July 23rd, 2014 • Proshares Trust • New York

AMENDMENT #32 (the “Amendment”) dated as of June 11, 2014 by and between PROSHARES TRUST (“ProShares”) and J.P. MORGAN INVESTOR SERVICES CO. (“J.P. Morgan”) to the Fund Services Agreement dated June 16, 2006 (as amended and in effect on the date hereof, the “Agreement”).

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To Agency Services Agreement Between JPMorgan Chase Bank, N.A. (“Bank”) And Proshares Trust (“Proshares”), dated as of June 13, 2006 (the “Agreement”), as amended from time to time, and as amended by AMENDMENT #30 dated as of June 11, 2014 to the
Agency Services Agreement • July 23rd, 2014 • Proshares Trust

The following are the lists of funds for which Bank shall provide services in accordance with the Agreement. This Exhibit replaces in its entirety Exhibit A to the Agreement. Except as amended hereby, all other terms and conditions of the Agreement remain unchanged and the Agreement shall remain in full force and effect.

AMENDMENT NO. 21 DATED JUNE 11, 2014 TO THE PROSHARES TRUST INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 15, 2005, BETWEEN PROSHARES TRUST AND PROSHARE ADVISORS LLC SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN PROSHARES TRUST AND PROSHARE...
Proshares Trust • July 23rd, 2014

Each Portfolio listed below shall pay the Advisor a fee pursuant to the Investment Advisory Agreement at an annualized rate based on its average daily net assets, as follows:1

AMENDMENT # 31 is made as of June 11, 2014, to the DOMESTIC CUSTODY AGREEMENT, between JPMORGAN CHASE BANK, N.A. (“Bank”) and PROSHARES TRUST (“Proshares”), dated as of May 25, 2006, as amended from time to time (the “Agreement”).
Domestic Custody Agreement • July 23rd, 2014 • Proshares Trust

The Bank and ProShares hereby agree to replace each of Exhibit 1 and Schedule A to the Agreement in their entirety with the respectively corresponding Exhibit 1 and Schedule A attached hereto. Except as amended hereby, all other terms and conditions of the Agreement remain unchanged and the Agreement shall remain in full force and effect and the parties agree that as of date hereof, this Amendment shall form a part of the Agreement.

ProShares Trust Advisory Fee Waiver Agreement
Advisory Fee Waiver Agreement • July 23rd, 2014 • Proshares Trust • Delaware

This ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made effective as of the 1st day of June 2014, by and between ProShare Advisors LLC (the “Adviser”) and ProShares Trust (the “Trust”), on behalf of each of its series from time to time set forth in Schedule A attached hereto (each, a “Fund”).

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