Form of Administration And Transfer Agency Services Agreement

Exhibit 10.2

FORM OF ADMINISTRATION AND TRANSFER AGENCY SERVICES AGREEMENT

THIS ADMINISTRATION AND TRANSFER AGENCY SERVICES AGREEMENT (the " Agreement" ) is made as of , 2008 by and among BROWN BROTHERS HARRIMAN & CO ., a limited partnership organized under the laws of the State of New York (the " Administrator" ), PROSHARES TRUST II , a statutory trust organized under the laws of the State of Delaware (the " Trust" for itself and on behalf of each of its series listed on Appendix A to this Agreement, (each a " Fund" and collectively, the " Funds)" ), and PROSHARE CAPITAL MANAGEMENT LLC , the Sponsor of the Funds (the " Sponsor" ).

WITNESSETH: WHEREAS , each Fund is operated as a commodity pool under the Commodity Exchange Act; WHEREAS , PROSHARE CAPITAL MANAGEMENT LLC , is the Sponsor of the Funds (the " Sponsor" ) and the Sponsor has exclusive responsibility for the management and control of the business and affairs of the Trust and each Fund; and

WHEREAS , the Trust and the Sponsor desire to retain the Administrator to render certain services to the Trust and the Funds, and the Administrator is willing to render such services.

NOW, THEREFORE , in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

1. Appointment of Administrator . The Trust and the Sponsor hereby employ and appoint the Administrator to act as administrative agent on the terms set forth in this Agreement, and the Administrator accepts such appointment.

2. Delivery of Documents . The Trust and the Sponsor will on a continuing basis provide, or make available to, the Administrator:

2.1 copies of the Trust' s most recent registration statement under the Securities Act of 1933; 2.2 copies of all agreements between the Trust and its service providers, including without limitation, sponsor and distribution agreements;


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2.3 copies of each Fund' s valuation procedures, to the extent they are developed; 2.4 a copy of the Trust' s charter documents;

2.5 any other documents or resolutions which relate to or affect the Administrator' s performance of its duties hereunder; and

2.6 copies of any and all amendments or supplements to the foregoing.

3. Duties as Administrator. The Administrator will perform the administrative services described in Appendix B hereto. Additional services may be provided by the Administrator upon the request of the Trust as mutually agreed from time to time. In performing its duties and obligations hereunder, the Administrator will act in accordance with the Sponsor' s instructions as defined in Section 5 (" Instructions" ). It is agreed and understood that the Administrator shall not be responsible for the Trust' s or any Fund' s compliance with any applicable documents (including any Fund Records (as defined below) not created by the Administrator that the Administrator has agreed to maintain pursuant to Section 3.1 below), laws or regulations, or for losses, costs or expenses arising out of the Trust' s or any Fund' s failure to comply with said documents, laws or regulations or the Trust' s or any Fund' s failure or inability to correct any non-compliance therewith. The Administrator shall in no event be required to take any action, which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction.

3.1 Records. The Administrator will maintain and retain such records as required by the Securities Exchange Act of 1934, as amended, the rules of the stock exchange on which the Funds' shares are listed, 17 C.F.R. 4.23 (specifically, the records specified in 17 C.F.R. 4.23(a)(1) through (8), (10) through (12) and (b)(1)), and other applicable federal securities laws and created pursuant to the performance of the Administrator' s obligations under this Agreement. The Administrator will also maintain those records of the Trust and the Funds including any changes, modifications or amendments thereto (the " Fund Records" ) and will act as document repository for such Fund Records. Upon receipt of such Fund Records, the Administrator will issue a receipt for such Fund Records. The Administrator shall maintain a complete and orderly inventory of all Fund Records for which it has issued a receipt. The Administrator shall be under no duty or obligation to audit or reconcile the content, nor shall the Administrator be responsible for the accuracy or completeness of those Fund Records not created by the Administrator. Upon written request in a form to be determined by Administrator and the Trust, the Administrator will return or release the requested Fund Records to such persons or entities pursuant to the Instructions provided by the Trust. Once one or more Fund Records have been returned or released by the Administrator, the Administrator shall have no further duty or obligation to act as repository for said previously released Fund Records. The


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Sponsor represents and warrants that: (a) promptly after the date of this Agreement, it will, at its own expense, deliver, cause to be delivered or make available to the Administrator all of the Fund Records in effect as of the date of this Agreement; (b) it will, on a continuing basis and at its own expense, promptly deliver, cause to be delivered or make available to the Administrator any Fund Records created after the date of this Agreement; (c) it has adequate record-keeping policies and procedures in effect to ensure that all Fund Records are promptly provided to the Administrator pursuant to the terms of this Agreement; (d) it shall be responsible for the accuracy and completeness of any Fund Records not created by the Administrator; and (e) it shall be responsible for ensuring the Trust' s or the Funds' compliance with, fulfillment of its obligations under or enforcement of, any Fund Records not created by the Administrator. The Administrator acknowledges that the records maintained and preserved by the Administrator pursuant to this Agreement are the property of the Trust and will be, at the Trust' s expense, surrendered promptly upon reasonable request. In performing its obligations under this Section, the Administrator may utilize micrographic and electronic storage media as well as independent third party storage facilities.

4. Duties of the Sponsor . The Sponsor shall notify the Administrator promptly of any matter affecting the performance by the Administrator of its services under this Agreement and where the Administrator is providing fund accounting services pursuant to this Agreement shall promptly notify the Administrator as to the accrual of liabilities of the Funds and liabilities of the Funds not appearing on the books of account kept by the Administrator as to the existence, status and proper treatment of reserves, if any. The Sponsor agrees to provide such information to the Administrator as may be requested under the banking and securities laws of the United States or other jurisdictions relating to " Know Your Customer" and money laundering prevention rules and regulations (collectively, the " KYC Requirements" ). For purposes of this subsection, and in connection with all applicable KYC Requirements, the Trust and each Fund is the " client" or " customer" of the Administrator. The Sponsor further represents that it (or its duly appointed agent) will perform all obligations required under applicable KYC Requirements with respect to Fund shareholders (" Customers" ) and that, because these customers do not constitute " customers" or " clients" of the Administrator under such applicable rules and regulations, the Administrator is under no such similar obligations.

5. Instructions. 5.1 The Administrator shall not be liable for, and shall be indemnified by the Trust from the assets of the Funds against any and all losses, costs, damages or expenses arising from or as a result


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of, any action taken or omitted in reliance upon Instructions or upon any other written notice, request, direction, instruction, certificate or other instrument believed by it to be genuine and signed or authorized by the proper party or parties. A list of persons so authorized by the Sponsor (" Authorized Persons" ) is attached hereto as Appendix C and upon which the Administrator may rely until its receipt of notification to the contrary by the Sponsor or the Trust.

5.2 Instructions shall include a written request, direction, instruction or certification signed or initialed on behalf of the Sponsor by one or more persons as the Trust of the Funds shall have from time to time authorized in writing. Those persons authorized to give Instructions may be identified by the Sponsor by name, title or position and will include at least one officer empowered by the Board to name other individuals who are authorized to give Instructions on behalf of the Fund. 5.3 Telephonic or other oral instructions or instructions given by telefax transmission may be given by any one of the above persons and will also be considered Instructions if the Administrator believes them to have been given by a person authorized to give such Instructions with respect to the transaction involved.

5.4 With respect to telefax transmissions, the Sponsor hereby acknowledges that (i) receipt of legible instructions cannot be assured, (ii) the Administrator cannot verify that authorized signatures on telefax instructions are original, and (iii) the Administrator shall not be responsible for losses or expenses incurred through actions taken in reliance on such telefax instructions. The Sponsor agrees that such telefax instructions shall be conclusive evidence of the Sponsor' s Instruction to the Administrator to act or to omit to act.

5.5 Instructions given orally will not be confirmed in writing and the lack of such confirmation shall in no way affect any action taken by the Administrator in reliance upon such oral Instructions. The Trust authorizes the Administrator to tape record any and all telephonic or other oral Instructions given to the Administrator by or on behalf of the Funds (including the officers, employees or agents of the Sponsor or any person or entity with similar responsibilities which is authorized to give Instructions on behalf of the Funds to the Administrator.)

6. Expenses and Compensation . For the services to be rendered and the facilities to be furnished by the Administrator as provided for in this Agreement, the Trust shall pay the Administrator for its services rendered pursuant to this Agreement a fee based on such fee schedule as may from time to time be agreed upon in writing by the Trust and the Administrator. Additional services performed by the Administrator as requested by the Trust shall be subject to additional fees as mutually agreed from time to time. In addition to such fee, the Administrator shall bill the Trust separately for any out-of-pocket disbursements of the Administrator based on an out-of-pocket schedule as may from time to time be agreed upon in writing by the


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Trust and the Administrator. The foregoing fees and disbursements shall be billed to the Trust by the Administrator and shall be paid promptly by wire transfer or other appropriate means to the Administrator.

7. Standard of Care . The Administrator shall be held to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement, provided that the Administrator shall not thereby be required to take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction.

8. General Limitations on Liability . The Administrator shall incur no liability with respect to any telecommunications, equipment or power failures, or any failures to perform or delays in performance by postal or courier services or third-party information providers (including without limitation those listed on Appendix D).

8.1 The Administrator shall also incur no liability under this Agreement if the Administrator or any agent or entity utilized by the Administrator shall be prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of causes or events beyond its control, including but not limited to:

8.1.1 any Sovereign Event. A " Sovereign Event" shall mean any nationalization; expropriation; devaluation; revaluation; confiscation; seizure; cancellation; destruction; strike; act of war, terrorism, insurrection or revolution; or any other act or event beyond the Administrator' s control; 8.1.2 any provision of any present or future law, regulation or order of the United States or any state thereof, or of any foreign country or political subdivision thereof, or of any securities depository or clearing agency; and

8.1.3 any provision of any order or judgment of any court of competent jurisdiction.

8.2 The Administrator shall not be held accountable or liable for any losses, damages or expenses the Funds or any unit holder or shareholder or former unit holder shareholder of the Funds or any other person may suffer or incur arising from acts, omissions, errors or delays of the Administrator in the performance of its obligations and duties as provided in Section 3 hereof, including without limitation any error of judgment or mistake of law, except a damage, loss or expense directly resulting from the Administrator' s willful malfeasance, bad faith or negligence in the performance of such Administrator' s obligations and duties.


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8.3 In no event and under no circumstances shall the Administrator be held liable to the other party for consequential or indirect damages, loss of profits, damage to reputation or business or any other special or punitive damages arising under or by reason of any provision of this Agreement or for any act or omissions hereunder, even if the Administrator has been advised of the possibility of such damages or losses.

9. Specific Limitations on Liability. In addition to, and without limiting the application of the general limitations on liability contained in Section 8, above, the following specific limitations on the Administrator' s liability shall apply to the particular administrative services set forth in this Agreement and Appendix B hereto.

9.1 Record-Keeping. The Sponsor agrees that the Administrator shall not be responsible for the accuracy and completeness of any Fund Records not created by the Administrator or for ensuring the Trust' s or the Funds' compliance with, fulfillment of its obligations under or enforcement of, any Fund Records not created by the Administrator.

9.2 Liability for Fund Accounting Services. Without limiting the provisions in Section 8 hereof, the Administrator' s liability for acts, omissions, errors or delays relating to its fund accounting obligations and duties shall be limited to the amount of any expenses associated with a required recalculation of net asset value per share (" NAV" ) or any direct damages suffered by Fund shareholders in connection with such recalculation. The Administrator' s liability or accountability for such acts, omissions, errors or delays shall be further subject to clauses 9.2.1 through 9.2.4 below.

9.2.1. The parties hereto acknowledge that the Administrator' s causing an error or delay in the determination of NAV may constitute negligence or reckless or willful misconduct. The parties further acknowledge that in accordance with industry practice, the Administrator shall be liable and the recalculation of NAV shall be performed only with regard to errors in the calculation of the NAV that are greater than or equal to any amount rounded to $.01 per share of a Fund. If a recalculation of NAV occurs, the parties hereto agree to reprocess Fund shareholder transactions or take such other action(s) so as to eliminate or minimize to the extent possible the liability of the Administrator.

9.2.2. In no event shall the Administrator be liable or responsible for any error or delay that continued or was undetected after the date of an audit performed by the independent registered public accounting firm employed by the Trust or Sponsor if, in the exercise of reasonable care in accordance with generally accepted accounting standards, such firm should have become aware of such error or delay in the course of performing such audit.


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9.2.3 The Administrator shall not be held accountable or liable for any delays or losses, damages or expenses resulting from (i) the Administrator' s failure to receive timely and suitable notification concerning quotations or corporate actions relating to or affecting Fund securities of the Funds; or (ii) any errors in the computation of NAV based upon or arising out of quotations or information as to corporate actions if received by the Administrator either (a) from a source which the Adm ...