0001193125-14-308557 Sample Contracts

FORM OF FIFTH AMENDMENT TO FLEXSHARES® TRUST ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • August 13th, 2014 • FlexShares Trust

This Fifth 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 [ ], 2014 (the “Effective Date”).

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AMENDMENT TO THE AGENCY SERVICES AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Agency Services Agreement • August 13th, 2014 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of July 22, 2014 by FlexShares Trust, severally and for and 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, severally and for and on behalf of each Fund, and J.P. Morgan.

FLEXSHARES TRUST (a Maryland statutory trust) AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amendment to the Amended and Restated Agreement and Declaration of Trust • August 13th, 2014 • FlexShares Trust

This Amendment No. 1 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of FlexShares Trust (the “Trust”) amends, effective December 12, 2013, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of June 28, 2011 (the “Declaration of Trust”).

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • August 13th, 2014 • FlexShares Trust • Illinois

Agreement (“Agreement”) dated as of July 22, 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”).

AMENDMENT TO THE FUND SERVICING AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Fund Servicing Agreement • August 13th, 2014 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of July 22, 2014 by FlexShares Trust, severally and for and 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, severally and for and 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 • August 13th, 2014 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of July 22, 2014 by FlexShares Trust, severally and for and 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, severally and for and on behalf of each Fund and J.P. Morgan.

AMENDMENT TO THE GLOBAL CUSTODY AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • August 13th, 2014 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of July 22, 2014 by FlexShares Trust, severally and for and 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, severally and for and on behalf of each Fund (as defined in the Agreement) and J.P. Morgan.

AMENDMENT TO THE GLOBAL CUSTODY AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • August 13th, 2014 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of July 22, 2014 by FlexShares Trust, severally and for and 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, severally and for and on behalf of each Fund (as defined in the Agreement) and J.P. Morgan.

AMENDMENT TO THE FUND SERVICING AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Fund Servicing Agreement • August 13th, 2014 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of July 22, 2014 by FlexShares Trust, severally and for and 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, severally and for and on behalf of each Fund (as defined in the Agreement) and J.P. Morgan.

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