0001683863-23-006531 Sample Contracts

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • September 26th, 2023 • Proshares Trust • New York

THIS FUND OF FUNDS INVESTMENT AGREEMENT, dated as of May 16, 2023 (the "Effective Date") by and between Managed Portfolio Series, on behalf of its series ATAC Rotation Fund, severally and not jointly (the "Acquiring Fund"), and ProShares Trust (the "Trust"), a Delaware statutory trust, on behalf of each of its current and future series other than those series identified under the caption

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AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • September 26th, 2023 • Proshares Trust • New York

This Authorized Participant Agreement (the "Agreement") is entered into by and between SEI Investments Distribution Co. (the "Distributor") and___________ (the "Participant") and is subject to acceptance by J.P. Morgan Chase Bank, N.A., as index receipt agent (the "Index Receipt Agent") for the ProShares Trust (the "Trust").

AMENDMENT NO. 38 DATED SEPTEMBER 11, 2023, TO THE PROSHARES TRUST INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 15, 2005, BETWEEN PROSHARES TRUST AND PROSHARE ADVISORS LLC
Investment Advisory Agreement • September 26th, 2023 • Proshares Trust

Each Portfolio listed below shall pay the Advisor a fee pursuant to the Investment Advisory Agreement at an annualized rate of 0.75% based on its average daily net assets, as follows:1

AMENDMENT NO. 37 DATED SEPTEMBER 11, 2023 TO THE PROSHARES TRUST MANAGEMENT SERVICES AGREEMENT DATED DECEMBER 15, 2005, BETWEEN PROSHARES TRUST AND PROSHARE ADVISORS LLC
Management Services Agreement • September 26th, 2023 • Proshares Trust

Each Portfolio listed below shall pay the Advisor a fee pursuant to the Management Services Agreement at an annualized rate of 0.10% based on its average daily net assets, as follows:1

Advisory and Management Fee Waiver and Reimbursement Agreement
Advisory and Management Fee Waiver and Reimbursement Agreement • September 26th, 2023 • Proshares Trust

THIS ADVISORY AND MANAGEMENT FEE WAIVER AGREEMENT (this "Agreement") is made effective as of this 11th day of September 2023, 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 (the "Funds").

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