0001193125-16-766045 Sample Contracts

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • November 10th, 2016 • FlexShares Trust • Illinois

Agreement (“Agreement”) dated as of September 23, 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”).

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AMENDMENT TO INVESTMENT ADVISORY AND ANCILLARY SERVICES AGREEMENT
Investment Advisory and Ancillary Services • November 10th, 2016 • FlexShares Trust

This amendment (“Amendment”) to the Investment Advisory and Ancillary Services Agreement dated as of August 23, 2011, as amended (“Advisory Agreement”) is made as of September 23, 2016 by and between NORTHERN TRUST INVESTMENTS, INC. (“NTI”) and FLEXSHARES TRUST (the “Trust”).

AMENDMENT TO THE AGENCY SERVICES AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Agency Services Agreement • November 10th, 2016 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of September 23, 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.

AMENDMENT TO THE FUND SERVICING AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Fund Servicing Agreement • November 10th, 2016 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of September 23, 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.

AMENDMENT TO FLEXSHARES® TRUST ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • November 10th, 2016 • FlexShares Trust • Delaware

This 10th Amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of September 1st, 2011, as amended, by and between FlexShares® Trust (the “Trust”) and Foreside Fund Services, LLC (“Foreside”) is hereby entered into as of September 23, 2016 (the “Effective Date”).

AMENDMENT TO THE GLOBAL CUSTODY AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • November 10th, 2016 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of September 23, 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.

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