0001193125-20-050283 Sample Contracts

FLEXSHARES TRUST LICENSE AGREEMENT
License Agreement • February 27th, 2020 • FlexShares Trust • Illinois

This License Agreement (the “Agreement”) is entered into as of January 24, 2020 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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THIRD AMENDMENT TO FLEXSHARES® TRUST ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • February 27th, 2020 • FlexShares Trust • Delaware

This third amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of May 31, 2017 by and between FlexShares® Trust (the “Trust”) and Foreside Fund Services, LLC (the “Distributor”), is entered into as of September 6, 2019 (the “Effective Date”).

AMENDMENT TO THE AGENCY SERVICES AGREEMENT
The Agency Services Agreement • February 27th, 2020 • FlexShares Trust • New York

THIS AMENDMENT (this “Amendment”) is made and effective as of September 9, 2019 by and between 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 dated August 19, 2011, as amended, between such parties (the “Agreement”).

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • February 27th, 2020 • FlexShares Trust • Illinois

Expense Reimbursement Agreement (“Agreement”) dated as of March 1, 2020 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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