ProShares Trust II Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • March 6th, 2020 • ProShares Trust II • Commodity contracts brokers & dealers • New York

AGREEMENT, dated as of September 13, 2018 and effective as of October 1, 2018, by and between ProShares Trust II, a Delaware statutory trust, having its principal office and place of business at 7501 Wisconsin Avenue, Suite 1000E, Bethesda, MD 20814 (the “Trust”), on behalf of its series listed on Schedule II hereto and all future series of the Trust, and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal office and place of business at 225 Liberty Street, New York, New York 10286 (“Custodian”).

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AMENDED AND RESTATED TRUST AGREEMENT OF PROSHARES TRUST II
Trust Agreement • September 18th, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • Delaware

WHEREAS, ProShare Capital Management, LLC and Wilmington Trust Company have heretofore created a Delaware statutory trust pursuant to the Delaware Trust Statute (as hereinafter defined) by entering into a trust agreement, dated as of October 9, 2007 (the “Original Trust Agreement”), and by executing and filing with the Secretary of State of the State of Delaware the Certificate of Trust; and

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FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • November 17th, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • Delaware

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this day of November 2008 between ProShares Trust II (the “Trust”), a Delaware statutory trust, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation (the Trust and the Distributor shall be collectively referred to herein as the “parties” or individually as “party”).

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FORM OF SPONSOR AGREEMENT
Form of Sponsor Agreement • August 15th, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • New York

THIS SPONSOR AGREEMENT (the “Agreement”) is dated as of between ProShare Capital Management LLC, a Maryland limited liability corporation (“Sponsor”) and ProShares Trust II, a statutory trust organized organized under the laws of Delaware (the “Trust”), both for itself and on behalf of each of its currently operating series (each, a “Fund” and collectively, the “Funds”).

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FORM OF ADMINISTRATIVE AGENCY AGREEMENT
Administrative Agency Agreement • October 22nd, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • Massachusetts

THIS ADMINISTRATIVE AGENCY AGREEMENT (the “Agreement”) is made as of by and among BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Administrator”), PROSHARES TRUST II, a statutory trust organized under the laws of the State of Delaware (the “ Trust” for itself and on behalf of each of its series listed on Appendix A to this Agreement, each a “Fund” and collectively, the “Funds”), and PROSHARE CAPITAL MANAGEMENT LLC, the Sponsor of the Funds (the “Sponsor”).

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FORM OF CUSTODIAN AGREEMENT
Form of Custodian Agreement • October 22nd, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • New York

THIS AGREEMENT, dated as of , 2008, between ProShares Trust II, a Delaware statutory trust (the “Trust”), for itself and on behalf of each of its series (each, a “Fund” and together, the “Funds”), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian),

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Form of Futures Account Agreement
Futures Account Agreement • November 17th, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • New York

In consideration of Prudential Bache Commodities, LLC (“Prudential”) agreeing to act as broker or principal, as applicable, in connection with the undersigned’s (hereinafter, “Customer”) transactions in domestic and foreign futures contracts, physical commodities, exchanges for physical commodities (“EFP”), options on domestic and foreign futures contracts and physical commodities, foreign exchange instruments and contracts, spot contracts, swaps, swap options, or other derivatives on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value or other benchmarks against which payments or deliveries are to be made (hereinafter, collectively referred to as “Contracts”), all for the account and risk of Customer, Customer hereby agrees and consents as follows:

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FORM OF PROSHARES TRUST II AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • October 22nd, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • New York

This Authorized Participant Agreement (the “Agreement”), dated as of , is entered into by and among (the “Authorized Participant”), ProShares Trust II, a Delaware statutory trust (the “Trust”), and ProShare Capital Management LLC, a Maryland limited liability company, as sponsor of the Trust (the “Sponsor”).

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TRUST AGREEMENT OF COMMODITIES & CURRENCIES MASTER TRUST
Trust Agreement • October 18th, 2007 • Commodities & Currencies Trust • Delaware

THIS TRUST AGREEMENT is made as of October 9, 2007 (this “Agreement”), by and among ProShare Capital Management LLC, as depositor (the “Depositor”), and Wilmington Trust Company as Delaware resident trustee (the “Trustee”). The parties hereto hereby agree as follows:

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PROSHARES TRUST II AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • March 6th, 2020 • ProShares Trust II • Commodity contracts brokers & dealers • New York

This Authorized Participant Agreement (the “Agreement”), dated as of _______________, is entered into by and among ____________ (the “Authorized Participant”), ProShares Trust II, a Delaware statutory trust (the “Trust”), on behalf of each of its series severally and not jointly, and ProShare Capital Management LLC, a Maryland limited liability company, as sponsor of the Trust (the “Sponsor”).

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FORM OF ADMINISTRATION AND ACCOUNTING AGREEMENT
Form of Administration and Accounting Agreement • September 26th, 2018 • ProShares Trust II • Commodity contracts brokers & dealers • New York

THIS AGREEMENT, dated as of September , 2018 and effective as of October 1, 2018, by and between ProShares Trust II, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto and all future series of the Trust (each a “Fund”, and collectively the “Funds” as applicable), and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

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Institutional Master Futures Client Account Agreement Merrill Lynch, Pierce, Fenner & Smith, Incorporated
Account Agreement • September 16th, 2011 • ProShares Trust II • Commodity contracts brokers & dealers • New York

This brief statement does not disclose all of the risks and other significant aspects of trading in futures and options. In light of the risks, you should undertake such transactions only if you understand the nature of the contracts (and contractual relationships) into which you are entering and the extent of your exposure to risk. Trading in futures and options is not suitable for many members of the public. You should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.

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FORM OF CUSTODY AGREEMENT
Form of Custody Agreement • September 26th, 2018 • ProShares Trust II • Commodity contracts brokers & dealers • New York

AGREEMENT, dated as of September , 2018 and effective as of October 1, 2018, by and between ProShares Trust II, a Delaware statutory trust, having its principal office and place of business at 7501 Wisconsin Avenue, Suite 1000E, Bethesda, MD 20814 (the “Trust”), on behalf of its series listed on Schedule II hereto and all future series of the Trust, and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal office and place of business at 225 Liberty Street, New York, New York 10286 (“Custodian”).

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FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Authorized Participant Agreement • September 26th, 2018 • ProShares Trust II • Commodity contracts brokers & dealers • New York

THIS AGREEMENT dated as of September , 2018 and effective as of October 1, 2018, by and between ProShares Trust II, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Appendix A hereto and all future series of the Trust (each a “Fund”, and collectively the “Funds” as applicable), and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at 225 Liberty Street, New York, New York 10286 (the “Bank”).

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AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED TRUST AGREEMENT OF PROSHARES TRUST II
ProShares Trust II • March 6th, 2020 • Commodity contracts brokers & dealers

This Amendment Number 1 to the Amended and Restated Trust Agreement of ProShares Trust II (the “Trust”) amends, effective immediately, the Amended and Restated Trust Agreement of the Trust, dated September 8, 2008, between ProShare Capital Management, LLC (the “Sponsor”), a Maryland limited liability company, and Wilmington Trust Company, a Delaware banking company, as trustee (the “Agreement”).

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FORM OF PROSHARES TRUST II AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • November 17th, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • New York

This Authorized Participant Agreement (the “Agreement”), dated as of , is entered into by and among (the “Authorized Participant”), ProShares Trust II, a Delaware statutory trust (the “Trust”), and ProShare Capital Management LLC, a Maryland limited liability company, as sponsor of the Trust (the “Sponsor”).

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AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED TRUST AGREEMENT OF PROSHARES TRUST II
Trust Agreement • March 6th, 2020 • ProShares Trust II • Commodity contracts brokers & dealers

This Amendment Number 1 to the Amended and Restated Trust Agreement of ProShares Trust II (the “Trust”) amends, effective immediately, the Amended and Restated Trust Agreement of the Trust, dated September 8, 2008, between ProShare Capital Management, LLC (the “Sponsor”), a Maryland limited liability company, and Wilmington Trust Company, a Delaware banking company, as trustee (the “Agreement”).

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FORM OF ADMINISTRATION AND TRANSFER AGENCY SERVICES AGREEMENT
Administration and Transfer Agency Services Agreement • November 17th, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • Massachusetts

THIS ADMINISTRATION AND TRANSFER AGENCY SERVICES AGREEMENT (the “Agreement”) is made as of , 2008 by and among BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Administrator”), PROSHARES TRUST II, a statutory trust organized under the laws of the State of Delaware (the “ Trust” for itself and on behalf of each of its series listed on Appendix A to this Agreement, (each a “Fund” and collectively, the “Funds)”), and PROSHARE CAPITAL MANAGEMENT LLC, the Sponsor of the Funds (the “Sponsor”).

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