Powershares Exchange Traded Fund Trust Sample Contracts

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PARTICIPANT AGREEMENT PowerShares Exchange-Traded Fund Trust PowerShares Exchange-Traded Fund Trust II PowerShares Actively Managed Exchange-Traded Fund Trust PowerShares Actively Managed Exchange-Traded Commodity Fund Trust
Participant Agreement • March 17th, 2016 • Powershares Exchange Traded Fund Trust • Illinois

The parties to the Agreement, in addition to the consideration of the premises and the agreements contained in the Agreement, agree as follows:

SUBLICENSE AGREEMENT
Sublicense Agreement • August 25th, 2016 • Powershares Exchange Traded Fund Trust • Illinois

This Sublicense Agreement (“AGREEMENT”) is entered into as of by and between Invesco PowerShares Capital Management, LLC, a Delaware corporation with offices at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515 (“POWERSHARES”), and PowerShares Exchange-Traded Fund Trust (“LICENSEE”).

AMENDED AND RESTATED CUSTODY AGREEMENT by and between POWERSHARES and THE BANK OF NEW YORK MELLON
Custody Agreement • August 27th, 2015 • Powershares Exchange Traded Fund Trust • New York

CUSTODY AGREEMENT, dated as of June 17, 2013 (“Agreement”) between each PowerShares trust listed on Schedule I attached hereto, each a business trust, having its principal office and place of business at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515 (the “Fund”), on behalf of itself and its Series, and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 27th, 2015 • Powershares Exchange Traded Fund Trust • New York

AGREEMENT made as of the 17th day of June, 2013 by and between each Trust listed on Exhibit D attached hereto, each having its principal office and place of business at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515 (the “Trusts” and each a “Trust”) and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

AMENDED AND RESTATED FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • August 27th, 2015 • Powershares Exchange Traded Fund Trust • New York

THIS AGREEMENT is made as of June 17, 2013 by and between PowerShares Exchange-Traded Fund Trust (the “Trust”, with each series thereof, a “Fund”) and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • June 6th, 2018 • Invesco Exchange-Traded Fund Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 18th day of May, 2018 by and among: (i) each of the Guggenheim open-end registered investment companies identified as a Target Entity on Exhibit A hereto (each a "Target Entity"), separately, on behalf of its respective series identified on Exhibit A hereto (each a "Target Fund"); and (ii) each of the Invesco PowerShares open-end registered investment companies identified as an Acquiring Entity on Exhibit A hereto (each an "Acquiring Entity"), separately, on behalf of its respective series identified on Exhibit A hereto (each an "Acquiring Fund"). Guggenheim Funds Investment Advisors, LLC ("GFIA") and Guggenheim Partners Investment Management, LLC ("GPIM") join this Agreement solely for purposes of Sections 1.2(f), 5.1(a), 5.1(e), 9.2, 14 and 16.3. Invesco PowerShares Capital Management LLC ("IPCM") joins this agreement solely for purposes of Sections 1.2(f), 5.1(a), 9.2, 14, and 16.3.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 23rd, 2021 • Invesco Exchange-Traded Fund Trust • Illinois

Amended and Restated Investment Advisory Agreement made as of February 18, 2021 between INVESCO EXCHANGE-TRADED FUND TRUST, a Massachusetts business trust (“Trust”), and INVESCO CAPITAL MANAGEMENT LLC, formerly known as Invesco PowerShares Capital Management LLC (“Invesco Capital Management”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

SUBLICENSE AGREEMENT
Sublicense Agreement • August 28th, 2012 • Powershares Exchange Traded Fund Trust • Illinois

This Sublicense Agreement (“AGREEMENT”) is entered into as of by and between Invesco PowerShares Capital Management, LLC, a Delaware corporation with offices at 855 West Prairie Avenue, Wheaton, IL 60187 (“POWERSHARES”), and PowerShares Exchange-Traded Fund Trust (“LICENSEE”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 18th, 2014 • Powershares Exchange Traded Fund Trust • Illinois

THIS AGREEMENT (the “Agreement”) is made as of December 12, 2012 by and between PowerShares Exchange-Traded Fund Trust (the “Trust”) and Invesco PowerShares Capital Management LLC (“Invesco PowerShares Capital Management” or the “Adviser”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2017 • Powershares Exchange Traded Fund Trust • Illinois

Amended and Restated Investment Advisory Agreement made as of April 30, 2009, between POWERSHARES EXCHANGE-TRADED FUND TRUST, a Massachusetts business trust (“Trust”), and INVESCO POWERSHARES CAPITAL MANAGEMENT LLC, formerly known as PowerShares Capital Management LLC (“Invesco PowerShares Capital Management” or the “Adviser”), a Delaware limited liability company, registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • August 27th, 2015 • Powershares Exchange Traded Fund Trust

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A, between PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II and PowerShares Actively Managed Exchange-Traded Fund Trust Fund Trust (each a “Trust” and, collectively, the “Trusts”), on behalf of the funds listed on the Exhibit A to this Memorandum of Agreement, as amended from time to time (the “Funds”), and Invesco PowerShares Capital Management LLC (“PowerShares”). PowerShares shall and hereby agrees to waive fees of the Funds, severally and not jointly, as indicated in the Exhibit A.

AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • August 25th, 2023 • Invesco Exchange-Traded Fund Trust

This Amended and Restated Memorandum of Agreement (“Memorandum of Agreement”) is entered into as of the effective date on the attached Exhibit A (the “Exhibit”), between Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Exchange-Traded Self-Indexed Fund Trust and Invesco India Exchange-Traded Fund Trust (each a "Trust" and, collectively, the “Trusts”), on behalf of the series of the Trusts (the “Funds”), and Invesco Capital Management LLC (“Invesco”). This Memorandum of Agreement replaces the current Memorandum of Agreement (Advisory Fee Waivers) between the Trusts and Invesco, as well as the Affiliated Fund Fee Waiver Agreement dated as of March 8, 2018 between Invesco Actively Managed Exchange-Traded Fund Trust, on behalf of Invesco Total Return Bond ETF and Invesco Ultra Short Duration ETF, and Invesco.

Contract
Agreement and Plan of Reorganization • April 26th, 2018 • Powershares Exchange Traded Fund Trust • Delaware
DEFINITIONS
Custody Agreement • April 16th, 2003 • Powershares Exchange Traded Fund Trust • New York
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 28th, 2013 • Powershares Exchange Traded Fund Trust • New York

AGREEMENT made as of the 17th day of June, 2013 by and between each Trust listed on Exhibit D attached hereto, each having its principal office and place of business at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515 (the “Trusts” and each a “Trust”) and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

AMENDED AND RESTATED CUSTODY AGREEMENT by and between POWERSHARES and THE BANK OF NEW YORK MELLON
Custody Agreement • August 28th, 2013 • Powershares Exchange Traded Fund Trust • New York

CUSTODY AGREEMENT, dated as of June 17, 2013 (“Agreement”) between each PowerShares trust listed on Schedule I attached hereto, each a business trust, having its principal office and place of business at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515 (the “Fund”), on behalf of itself and its Series, and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

AMENDED AND RESTATED FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • April 5th, 2018 • Powershares Exchange Traded Fund Trust • New York

THIS AGREEMENT is made as of June 17, 2013 by and between PowerShares Exchange-Traded Fund Trust (the “Trust”, with each series thereof, a “Fund”) and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 5th, 2018 • Powershares Exchange Traded Fund Trust • Illinois

Amended and Restated Investment Advisory Agreement made as of April 30, 2009 between POWERSHARES EXCHANGE-TRADED FUND TRUST, a Massachusetts business trust (“Trust”), and INVESCO POWERSHARES CAPITAL MANAGEMENT LLC, formerly known as PowerShares Capital Management LLC (“Invesco PowerShares Capital Management”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • August 28th, 2014 • Powershares Exchange Traded Fund Trust

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A, between PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II and PowerShares Actively Managed Exchange-Traded Fund Trust Fund Trust (each a “Trust” and, collectively, the “Trusts”), on behalf of the funds listed on the Exhibit A to this Memorandum of Agreement, as amended from time to time (the “Funds”), and Invesco PowerShares Capital Management LLC (“PowerShares”). PowerShares shall and hereby agrees to waive fees of the Funds, severally and not jointly, as indicated in the Exhibit A.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2017 • Powershares Exchange Traded Fund Trust • Illinois

Amended and Restated Investment Advisory Agreement made as of April 30, 2009 between POWERSHARES EXCHANGE-TRADED FUND TRUST, a Massachusetts business trust (“Trust”), and INVESCO POWERSHARES CAPITAL MANAGEMENT LLC, formerly known as PowerShares Capital Management LLC (“Invesco PowerShares Capital Management”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 5th, 2018 • Powershares Exchange Traded Fund Trust

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A, between PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares Actively Managed Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Commodity Fund Trust and PowerShares Exchange-Traded Self-Indexed Fund Trust (each a “Trust” and, collectively, the “Trusts”), on behalf of the funds listed on the Exhibit A to this Memorandum of Agreement, as amended from time to time (the “Funds”), and lnvesco PowerShares Capital Management LLC (“PowerShares”). PowerShares shall and hereby agrees to waive fees of the Funds, severally and not jointly, as indicated in the Exhibit A.

EXCESS EXPENSE AGREEMENT
Excess Expense Agreement • August 28th, 2014 • Powershares Exchange Traded Fund Trust

Excess Expense Agreement dated as of June 16, 2011, and as amended on December 17, 2013, between POWERSHARES EXCHANGE-TRADED FUND TRUST, a Massachusetts business trust (the “Trust”) and INVESCO POWERSHARES CAPITAL MANAGEMENT LLC (the “Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

EXCESS EXPENSE AGREEMENT
Excess Expense Agreement • September 19th, 2006 • Powershares Exchange Traded Fund Trust

WHEREAS, PowerShares Capital Management LLC is the investment adviser (the “Adviser”) of the PowerShares Exchange-Traded Fund Trust (the “Trust”);

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • October 24th, 2018 • Invesco Exchange-Traded Fund Trust • New York

THIS AGREEMENT is made as of September 17, 2018 by and between each Invesco investment company referenced on Exhibit A attached hereto, as may be amended by the parties (each investment company, a “Trust” and collectively, the “Trusts,” with each series thereof, a “Fund” and collectively, the “Funds”) and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 28th, 2012 • Powershares Exchange Traded Fund Trust • Illinois

Amended and Restated Investment Advisory Agreement made as of April 30, 2009 between POWERSHARES EXCHANGE-TRADED FUND TRUST, a Massachusetts business trust (“Trust”), and INVESCO POWERSHARES CAPITAL MANAGEMENT LLC, formerly known as PowerShares Capital Management LLC (“Invesco PowerShares Capital Management”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • August 25th, 2016 • Powershares Exchange Traded Fund Trust

Amended and Restated Master Distribution Agreement made as of the 30th day of April, 2009, by and between POWERSHARES EXCHANGE-TRADED FUND TRUST, a Massachusetts business trust (the “Trust”), on behalf of each of its series of beneficial interest set forth on Schedule A to this Agreement (each individually referred to as “Fund”, or collectively as “Funds”) and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”).

AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • August 28th, 2014 • Powershares Exchange Traded Fund Trust

Amended and Restated Master Distribution Agreement made as of the 30th day of April, 2009, by and between POWERSHARES EXCHANGE-TRADED FUND TRUST, a Massachusetts business trust (the “Trust”), on behalf of each of its series of beneficial interest set forth on Schedule A to this Agreement (each individually referred to as “Fund”, or collectively as “Funds”) and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”).

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