0001193125-15-312044 Sample Contracts

FLEXSHARES TRUST LICENSE AGREEMENT
License Agreement • September 4th, 2015 • FlexShares Trust • Illinois

This License Agreement (the “Agreement”) is entered into as of September 3, 2015, 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 THE FUND SERVICING AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Fund Servicing Agreement • September 4th, 2015 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of July 21, 2015 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.

AMENDMENT TO THE AGENCY SERVICES AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Agency Services Agreement • September 4th, 2015 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of July 21, 2015 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 • September 4th, 2015 • FlexShares Trust • New York

THIS AMENDMENT (the “Amendment”) is made and effective as of July 21, 2015 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.

SEVENTH AMENDMENT TO FLEXSHARES® TRUST ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • September 4th, 2015 • FlexShares Trust • Delaware

This 7th Amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of September 1st, 2011, as amended, by and between FlexShares® Trust (the “Trust”) and Foreside Fund Services, LLC (“Foreside”) is hereby entered into as of August 11, 2015 (the “Effective Date”).

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • September 4th, 2015 • FlexShares Trust • Illinois

Agreement (“Agreement”) dated as of July 30, 2015 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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