FORM OF AMENDED AND RESTATED TRUST AGREEMENT OF PROSHARES TRUST IITrust Agreement • August 15th, 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
FORM OF DISTRIBUTION AGREEMENTForm of Distribution Agreement • August 15th, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • Delaware
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this day of between ProShares Trust II (the “Trust”), a Delaware statutory trust, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.
FORM OF SPONSOR AGREEMENTForm 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”).
Form of ADMINISTRATIVE AGENCY AGREEMENTAdministrative Agency Agreement • August 15th, 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”).
Form of CUSTODIAN AGREEMENTForm of Custodian Agreement • August 15th, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • New York
THIS AGREEMENT, dated as of 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),
FORM OF PROSHARES TRUST II AUTHORIZED PARTICIPANT AGREEMENTAuthorized Participant Agreement • August 15th, 2008 • ProShares Trust II • Commodity contracts brokers & dealers • New York
