0001193125-14-392370 Sample Contracts

FLEXSHARES TRUST LICENSE AGREEMENT
License Agreement • November 3rd, 2014 • FlexShares Trust • Illinois

This License Agreement (the “Agreement”) is entered into as of October 29, 2014, 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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AMENDMENT TO FLEXSHARES® TRUST ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • November 3rd, 2014 • FlexShares Trust

This Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of September 1, 2011, as amended, by and between FlexShares Trust (the “Trust”) and Foreside Fund Services, LLC (“Foreside”) is hereby entered into as of October 13, 2014 (the “Effective Date”).

AMENDMENT TO THE FUND SERVICING AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Fund Servicing Agreement • November 3rd, 2014 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of October 2, 2014 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.

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • November 3rd, 2014 • FlexShares Trust • Illinois

Agreement (“Agreement”) dated as of October 13, 2014 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”).

AMENDMENT TO THE AGENCY SERVICES AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Agency Services Agreement • November 3rd, 2014 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of October 2, 2014 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 GLOBAL CUSTODY AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • November 3rd, 2014 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of October 2, 2014 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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