Proshares Trust Sample Contracts

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • September 26th, 2023 • Proshares Trust • New York

THIS FUND OF FUNDS INVESTMENT AGREEMENT, dated as of May 16, 2023 (the "Effective Date") by and between Managed Portfolio Series, on behalf of its series ATAC Rotation Fund, severally and not jointly (the "Acquiring Fund"), and ProShares Trust (the "Trust"), a Delaware statutory trust, on behalf of each of its current and future series other than those series identified under the caption

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FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • September 27th, 2022 • Proshares Trust • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the "Agreement"), dated as of January 19, 2022 (the "Effective Date"), is made by and between each registered open-end investment company (each, a "Registrant"), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an "Acquiring Fun d" or "Acquired Fund" pursuant to the applicable schedule), each severally and not jointly.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • October 13th, 2023 • Proshares Trust

AGREEMENT ("Agreement") made as of this 14th day of August, 2023, between ProShare Advisors LLC, a Maryland limited liability company (the "Adviser") and ProShares Cayman Bitcoin & Ether Equal Weight Strategy Portfolio (the "Portfolio"), a company organized under the Companies Act (as amended) of the Cayman Islands (the "Companies Act").

AGENCY SERVICES AGREEMENT
Agency Services Agreement • August 30th, 2006 • Proshares Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the 13th day of June, 2006 by and between PROSHARES TRUST, a Delaware business trust and registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), with offices at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814. (the “Trust”) and JPMORGAN CHASE BANK, N.A. a national banking association with a place of business at 3 Chase MetroTech Center, Brooklyn, New York 11245 (“Bank”).

EXHIBIT A To Agency Services Agreement Between JPMorgan Chase Bank, N.A. (“Bank”) And Proshares Trust (“Proshares”), dated as of June 13, 2006 (the “Agreement”), as amended from time to time, and as amended by AMENDMENT #32 dated as of October 02,...
Agency Services Agreement • October 6th, 2014 • Proshares Trust

The following are the lists of funds for which Bank shall provide services in accordance with the Agreement. This Exihbit replaces in its entirety Exhibit A to the Agreement. Except as amended hereby, all other terms and conditions of the Agreement remain unchanged and the Agreement shall remain in full force and effect.

AMENDMENT #45 to FUND SERVICES AGREEMENT
Fund Services Agreement • November 13th, 2017 • Proshares Trust • New York

This AMENDMENT # 45 (this “Amendment”) by and between PROSHARES TRUST (“ProShares”) and JPMORGAN CHASE BANK N.A. as the successor to J.P. Morgan Investor Services Co. (“J.P. Morgan”, and together with ProShares, the “parties”) to the Fund Services Agreement between the parties dated June 16, 2006, as amended (the “Agreement”) is hereby entered into as of October 26, 2017.

AMENDMENT #33 to FUND SERVICES AGREEMENT
Fund Services Agreement • August 7th, 2014 • Proshares Trust • New York

AMENDMENT #33 (the “Amendment”) dated as of July 29, 2014 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”).

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • May 22nd, 2006 • Proshares Trust • Delaware

THIS AGREEMENT is made as of this __ day of _______, 2005 between ProShares Trust (“the Trust”), a Delaware business trust and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.

To Agency Services Agreement Between JPMorgan Chase Bank, N.A. (“Bank”) And Proshares Trust (“Proshares”), dated as of June 13, 2006 (the “Agreement”), as amended from time to time, and as amended by AMENDMENT #30 dated as of June 11, 2014 to the
Agency Services Agreement • July 23rd, 2014 • Proshares Trust

The following are the lists of funds for which Bank shall provide services in accordance with the Agreement. This Exhibit replaces in its entirety Exhibit A to the Agreement. Except as amended hereby, all other terms and conditions of the Agreement remain unchanged and the Agreement shall remain in full force and effect.

FUND OF FUNDS INVESTMENT AGREEMENT
Investment Agreement • September 27th, 2022 • Proshares Trust • New York

THIS FUND OF FUNDS INVESTMENT AGREEMENT, dated as of December 31, 2021 (the "Effective Date") by and between the MainStay VP Funds Trust on behalf of its series MainStay VP

AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • September 26th, 2023 • Proshares Trust • New York

This Authorized Participant Agreement (the "Agreement") is entered into by and between SEI Investments Distribution Co. (the "Distributor") and___________ (the "Participant") and is subject to acceptance by J.P. Morgan Chase Bank, N.A., as index receipt agent (the "Index Receipt Agent") for the ProShares Trust (the "Trust").

AMENDMENT #42 dated as of October 26, 2017 to the AGENCY SERVICES AGREEMENT between JPMORGAN CHASE BANK, N.A. (“Bank”) and PROSHARES TRUST, dated as of June 13, 2006, as amended from time to time (the “Agreement”).
Agency Services • November 13th, 2017 • Proshares Trust

The following is the list of funds for which Bank shall provide services in accordance with the Agreement. This below list replaces in its entirety Exhibit A to the Agreement. Except as amended hereby, all other terms and conditions of the Agreement remain unchanged and the Agreement shall remain in full force and effect.

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • September 27th, 2022 • Proshares Trust • New York

THIS FUND OF FUNDS INVESTMENT AGREEMENT, dated as of January 19, 2022 (the "Effective Date") by and between each Acquiring Fund, severally and not jointly (each, an "Acquiring Fund"), and ProShares Trust (the "Trust"), a Delaware statutory trust, on behalf of each of its current and future series other than those series identified under the caption "Precautionary Notes: Funds Not Covered by the Agreement" on https://www.proshares.com/investment_agreement.html, severally and not jointly (each, an "Acquired Fund"). Each Acquiring Fund and each Acquired Fund is referred to as a "Fund".

DOMESTIC CUSTODY AGREEMENT BETWEEN PROSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Domestic Custody Agreement • August 30th, 2006 • Proshares Trust • New York

This Agreement, dated as of May 25, 2006, is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at 4 MetroTech Center, Brooklyn New York 11245; and PROSHARES TRUST (“Customer”) a Delaware business trust and a company registered under the Investment Company Act of 1940, as amended, with a place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, severally and for and on behalf of certain of its respective portfolios listed on Exhibit 1 hereto (each a “Fund”).

AMENDMENT NO. 16 DATED MARCH 14, 2012 TO THE PROSHARES TRUST INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 15, 2005, BETWEEN PROSHARES TRUST AND PROSHARE ADVISORS LLC SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN PROSHARES TRUST AND PROSHARE...
Investment Advisory Agreement • December 6th, 2012 • Proshares Trust

Each Portfolio listed below shall pay the Advisor a fee pursuant to the Investment Advisory Agreement at an annualized rate based on its average daily net assets, as follows:(1)

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • February 12th, 2016 • Proshares Trust • Maryland

AGREEMENT (“Agreement”) made as of this 23rd day of June, 2015, as amended the 12th day of February, 2016, 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”).

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”).

AMENDMENT #28 to FUND SERVICES AGREEMENT
Fund Services Agreement • September 27th, 2013 • Proshares Trust • New York

AMENDMENT #28 (the “Amendment”) dated as of April 15, 2013 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”).

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ProShares Trust Advisory and Management Services Fee Waiver Agreement (ProShares Morningstar Alternatives Solution ETF)
Advisory and Management Services Fee Waiver Agreement • October 8th, 2014 • Proshares Trust • Delaware

This ADVISORY AND MANAGEMENT SERVICES FEE WAIVER AGREEMENT (this “Agreement”) is made effective as of the 8th day of October 2014, by and between ProShare Advisors LLC (the “Adviser”) and ProShares Trust (the “Trust”), on behalf of ProShares Morningstar Alternatives Solution ETF (the “Fund”).

FUND SERVICES AGREEMENT
Fund Services Agreement • August 30th, 2006 • Proshares Trust • New York

AGREEMENT made as of June 16, 2006 by and between PROSHARES TRUST (the “Trust”), a Delaware business trust, and J.P. MORGAN INVESTOR SERVICES CO. (“J.P. Morgan”), a Delaware corporation and a wholly-owned subsidiary of JP Morgan Chase & Co.

ADVISORY AND MANAGEMENT AGREEMENT
Advisory and Management Agreement • April 20th, 2022 • Proshares Trust

ProShare Advisors LLC, a Maryland limited liability company (the "Adviser") and ProShares Cayman Carbon Offsets Portfolio (the "Portfolio"), a company organized under the Companies Act (as amended) of the Cayman Islands (the "Companies Act").

AMENDMENT # 48 to FUND SERVICES AGREEMENT
Fund Services Agreement • July 9th, 2018 • Proshares Trust • New York

This AMENDMENT # 48 (this “Amendment”) by and between PROSHARES TRUST (“ProShares”) and JPMORGAN CHASE BANK N.A. as the successor to J.P. Morgan Investor Services Co. (“J.P. Morgan”, and together with ProShares, the “parties”) to the Fund Services Agreement between the parties dated June 16, 2006, as amended (the “Agreement”) is hereby entered into as of June 28, 2018.

ProShares Trust FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • May 22nd, 2006 • Proshares Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between SEI Investments Distribution Co. (the “Distributor”) and __________________________________ (the “Participant”) and is subject to acceptance by J.P. Morgan Chase Bank, as index receipt agent (the “Index Receipt Agent”) for the ProShares Trust (the “Trust”).

AMENDMENT #41 dated as of September 12, 2016, to Agency Services Agreement between JPMorgan Chase Bank, N.A. (“Bank”) and ProShares Trust, dated as of June 13, 2006 (the “Agreement”), as amended from time to time.
Proshares Trust • October 2nd, 2017

The following is the list of funds for which Bank shall provide services in accordance with the Agreement. This below list replaces in its entirety Exhibit A to the Agreement. Except as amended hereby, all other terms and conditions of the Agreement remain unchanged and the Agreement shall remain in full force and effect.

AMENDMENT # 48 (this “Amendment”) is made as of March 14, 2018 to the DOMESTIC CUSTODY AGREEMENT between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PROSHARES TRUST (“ProShares”) dated as of May 25, 2006, as amended from time to time (the “Agreement”).
Proshares Trust • April 11th, 2018

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.

Contract
Proshares Trust • July 9th, 2018

AMENDMENT # 49 (this “Amendment”) is made as of June 28, 2018 to the DOMESTIC CUSTODY AGREEMENT between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PROSHARES TRUST (“ProShares”) dated as of May 25, 2006, as amended from time to time (the “Agreement”).

AMENDMENT NO. 29 DATED SEPTEMBER 11, 2017 TO THE PROSHARES TRUST INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 15, 2005, BETWEEN PROSHARES TRUST AND PROSHARE ADVISORS LLC SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN PROSHARES TRUST AND...
Proshares Trust • October 2nd, 2017

Each Portfolio listed below shall pay the Advisor a fee pursuant to the Investment Advisory Agreement at an annualized rate of 0.75% based on its average daily net assets, as follows:1

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