0001193125-15-312901 Sample Contracts

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • September 4th, 2015 • Proshares Trust • Maryland

AGREEMENT (“Agreement”) made as of this 23rd day of June, 2015, between ProShare Advisors LLC, a Maryland limited liability company (the “Adviser”) and ProShares Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”).

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AMENDMENT #39 to FUND SERVICES AGREEMENT
Fund Services Agreement • September 4th, 2015 • Proshares Trust • New York

AMENDMENT #39 (the “Amendment”) dated as of September 2, 2015 by and between PROSHARES TRUST (“ProShares”) and J.P. MORGAN INVESTOR SERVICES CO. (“J.P. Morgan”) to the Fund Services Agreement dated June 16, 2006 (as amended and in effect on the date hereof, the “Agreement”).

AMENDMENT #39 is made as of August 31, 2015, to the DOMESTIC CUSTODY AGREEMENT, between JPMORGAN CHASE BANK, N.A. (“Bank”) and PROSHARES TRUST (“ProShares”), dated as of May 25, 2006, as amended from time to time (the “Agreement”).
Proshares Trust • September 4th, 2015

The Bank and ProShares hereby agree to replace each of Exhibit 1 and Schedule A to the Agreement in their entirety with the respectively corresponding Exhibit 1 and Schedule A attached hereto. Except as amended hereby, all other terms and conditions of the Agreement remain unchanged and the Agreement shall remain in full force and effect and the parties agree that as of date hereof, this Amendment shall form a part of the Agreement.

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