PowerShares Exchange-Traded Fund Trust II Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • February 7th, 2014 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT, dated as of June 8, 2007 between PowerShares Global Exchange-Traded Fund Trust, a Massachusetts business trust, having its principal office and place of business at 301 West Roosevelt Road, Wheaton IL 60187 (the “Fund”) and The Bank of New York, 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”).

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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 • July 3rd, 2017 • PowerShares Exchange-Traded Fund Trust II • Illinois

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

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SUBLICENSE AGREEMENT
Sublicense Agreement • July 3rd, 2017 • PowerShares Exchange-Traded Fund Trust II • 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 II (“LICENSEE”).

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AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • January 31st, 2011 • PowerShares Exchange-Traded Fund Trust II

Amended and Restated Master Distribution Agreement made as of the 20th day of April, 2009, by and between POWERSHARES EXCHANGE-TRADED FUND TRUST II, 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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AMENDED AND RESTATED CUSTODY AGREEMENT by and between POWERSHARES and THE BANK OF NEW YORK MELLON
Custody Agreement • July 3rd, 2017 • PowerShares Exchange-Traded Fund Trust II • 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”).

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AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 3rd, 2017 • PowerShares Exchange-Traded Fund Trust II • 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”).

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AMENDED AND RESTATED FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • April 11th, 2014 • PowerShares Exchange-Traded Fund Trust II • New York

THIS AGREEMENT is made as of June 17, 2013 by and between PowerShares Exchange-Traded Fund Trust II (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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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • June 6th, 2018 • Invesco Exchange-Traded Fund Trust II • 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.

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 25th, 2021 • Invesco Exchange-Traded Fund Trust II • Illinois

Amended and Restated Investment Advisory Agreement made as of February 18, 2021 between INVESCO EXCHANGE-TRADED FUND TRUST II, formerly PowerShares 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” or the “Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

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CUSTODY AGREEMENT
Custody Agreement • January 8th, 2014 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT, dated as of June 8, 2007 between PowerShares Global Exchange-Traded Fund Trust, a Massachusetts business trust, having its principal office and place of business at 301 West Roosevelt Road, Wheaton IL 60187 (the “Fund”) and The Bank of New York, 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”).

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FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • February 7th, 2014 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT made as of June 8, 2007, by and between PowerShares Global Exchange Traded Fund Trust (the “Fund”), and The Bank of New York, a New York banking organization (“BNY”).

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SUBLICENSE AGREEMENT
Sublicense Agreement • April 11th, 2014 • PowerShares Exchange-Traded Fund Trust II • 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 II (“LICENSEE”).

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 7th, 2014 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT, dated as of the 8th day of June, 2007 between PowerShares Global Exchange-Traded Fund Trust, a Massachusetts business trust, having its principal office and place of business at 301 West Roosevelt Road, Wheaton IL 60187 (the “Trust”) and The Bank of New York, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

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FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • December 28th, 2012 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT made as of , 2007, by and between PowerShares Global Exchange-Traded Fund Trust (the “Fund”) and The Bank of New York, a New York banking organization (“BNY”).

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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 PowerShares India...
Participant Agreement • February 28th, 2018 • PowerShares Exchange-Traded Fund Trust II • Illinois

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

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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • October 25th, 2013 • PowerShares Exchange-Traded Fund Trust II • Illinois

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

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CUSTODY AGREEMENT
Custody Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT, dated as of , 200 between PowerShares Global Exchange-Traded Fund Trust, a Massachusetts business trust, having its principal office and place of business at 301 West Roosevelt Road, Wheaton, Illinois 60187 (the “Fund”), and The Bank of New York, 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”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 7th, 2013 • PowerShares Exchange-Traded Fund Trust II • Illinois

Investment Sub-Advisory Agreement made as of January 18, 2011 by and among INVESCO POWERSHARES CAPITAL MANAGEMENT LLC (the “Adviser”) and each of Invesco Advisers, Inc., Invesco Asset Management Deutschland, GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (each a “Sub-Adviser” and collectively, the “Sub-Advisers”).

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MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • March 2nd, 2016 • PowerShares Exchange-Traded Fund Trust II

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.

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MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • January 6th, 2017 • PowerShares Exchange-Traded Fund Trust II

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.

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • PowerShares Exchange-Traded Fund Trust II • Illinois

Amended and Restated Investment Advisory Agreement made as of April 20, 2009 between POWERSHARES EXCHANGE-TRADED FUND TRUST II, formerly PowerShares Global 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”).

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AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • September 30th, 2022 • Invesco Exchange-Traded Fund Trust II

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.

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PARTICIPANT AGREEMENT PowerShares Global Exchange-Traded Fund Trust
Participant Agreement • June 6th, 2007 • PowerShares Global Exchange-Traded Fund Trust • New York

This Certificate supersedes any prior certificate of Authorized Persons the Custodian may have on file. Any updates to the above list of Authorized Persons will be provided by the Authorized Participant as changes occur.

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Contract
Agreement and Plan of Reorganization • April 26th, 2018 • PowerShares Exchange-Traded Fund Trust II • Delaware
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AMENDED AND RESTATED FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • July 3rd, 2017 • PowerShares Exchange-Traded Fund Trust II • New York

THIS AGREEMENT is made as of June 17, 2013 by and between PowerShares Exchange-Traded Fund Trust II (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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Sub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 6th day of April, 2018 by and among: (i) each of the Guggenheim and Rydex open-end registered investment companies...
Agreement and Plan of Reorganization • July 30th, 2018 • Invesco Exchange-Traded Fund Trust II • Delaware
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FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • February 12th, 2013 • PowerShares Exchange-Traded Fund Trust II • New York

WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager (as such term is defined in Rule 17f-5 of the Investment Company Act of 1940, as amended (the “1940 Act”)) on the terms and conditions contained herein;

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AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • February 27th, 2013 • PowerShares Exchange-Traded Fund Trust II

Amended and Restated Master Distribution Agreement made as of the 20th day of April, 2009, by and between POWERSHARES EXCHANGE-TRADED FUND TRUST II, 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 DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”).

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AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • January 6th, 2017 • PowerShares Exchange-Traded Fund Trust II

Amended and Restated Master Distribution Agreement made as of the 20th day of April, 2009, by and between POWERSHARES EXCHANGE-TRADED FUND TRUST II, 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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CUSTODY AGREEMENT
Custody Agreement • July 11th, 2012 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT, dated as of , 200 between PowerShares Global Exchange-Traded Fund Trust, a Massachusetts business trust, having its principal office and place of business at 301 West Roosevelt Road, Wheaton, Illinois 60187 (the “Fund”), and The Bank of New York, 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”).

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AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • March 31st, 2015 • PowerShares Exchange-Traded Fund Trust II

Amended and Restated Master Distribution Agreement made as of the 20th day of April, 2009, by and between POWERSHARES EXCHANGE-TRADED FUND TRUST II, 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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FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • June 6th, 2007 • PowerShares Global Exchange-Traded Fund Trust • New York

WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager (as such term is defined in Rule 17f-5 of the Investment Company Act of 1940, as amended (the “1940 Act”)) on the terms and conditions contained herein;

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AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • April 11th, 2014 • PowerShares Exchange-Traded Fund Trust II

Amended and Restated Master Distribution Agreement made as of the 20th day of April, 2009, by and between POWERSHARES EXCHANGE-TRADED FUND TRUST II, 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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Sub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION 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...
Agreement and Plan of Reorganization • July 30th, 2018 • Invesco Exchange-Traded Fund Trust II • Delaware
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AMENDED AND RESTATED CUSTODY AGREEMENT by and between POWERSHARES and THE BANK OF NEW YORK MELLON
Custody Agreement • February 27th, 2014 • PowerShares Exchange-Traded Fund Trust II • 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”).

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