0001193125-16-640378 Sample Contracts

AMENDMENT TO FLEXSHARES® TRUST ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • July 1st, 2016 • FlexShares Trust • Delaware

This 9th Amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of September 1st, 2011, by and between FlexShares® Trust (the “Trust”) and Foreside Fund Services, LLC (the “Distributor”), is entered into as of June 9, 2016 (the “Effective Date”).

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AMENDMENT TO THE GLOBAL CUSTODY AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • July 1st, 2016 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of April 20, 2016 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 • July 1st, 2016 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of April 20, 2016 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.

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • July 1st, 2016 • FlexShares Trust • Illinois

Agreement (“Agreement”) dated as of June 8, 2016 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 AGENCY SERVICES AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Agency Services Agreement • July 1st, 2016 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of April 20, 2016 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.

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