Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by either party without the prior written consent ofthe other and any attempted assignment without the required consent shall be void.

(g)Counterparts. This Agreement may be executed in counterparts, each ofwhich shall be an original, but which together shall constitute one and the same Agreement. Copies ofexecuted counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided receipt ofcopies ofsuch counterparts is confirmed.

(h)Waiver of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect ofany litigation directly or indirectly arising out ofor relating to this Agreement or the transactions contemplated hereby. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event oflitigation, seek to enforce the foregoing waiver, (ii) each such party understands and has

considered the implications ofthis waiver, (iii) each such party makes this waiver voluntarily, and (iv) each such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 7(h).

(i)Amendment. This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution ofthe Board ofTrustees ofthe Trust.

G)Survival. The following provisions shall survive termination ofthis Agreement: Section 4 (Indemnification) and Section 7 (Miscellaneous).

(k)Limitation ofLiability ofTrustees and Shareholders. A copy ofthe Declaration of Trust ofthe Trust is on file with the Secretary ofState ofDelaware, and notice is hereby given that this instrument is executed on behalfofthe Trustees ofthe Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property ofthe Trust.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written

above.

ProShares Trust

/s/ Todd B. Johnson

Name: Todd B. Johnson

Title: President

Innealta Capital, LLC

/s/Carla Fava

Name: Carla Fava

Title: ChiefCompliance Officer

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