0001193125-17-206047 Sample Contracts

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 • June 16th, 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 • June 16th, 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”).

AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • June 16th, 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, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity 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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