PowerShares Exchange-Traded Fund Trust II Sample Contracts

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Investment Advisory Agreement • October 27th, 2006 • Claymore Exchange-Traded Fund Trust 2 • Delaware
WITNESSETH
Distribution Agreement • October 27th, 2006 • Claymore Exchange-Traded Fund Trust 2 • New York
ARTICLE I DEFINITIONS
Custody Agreement • February 6th, 2007 • Claymore Exchange-Traded Fund Trust 2 • New York
CLAYMORE EXCHANGE-TRADED FUND TRUST 2 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST DATED AS OF AUGUST 15, 2006
Agreement and Declaration of Trust • September 30th, 2009 • Claymore Exchange-Traded Fund Trust 2 • Delaware
INVESTMENT ADVISORY AGREEMENT CLAYMORE EXCHANGE-TRADED FUND TRUST 2
Investment Advisory Agreement • February 12th, 2016 • Claymore Exchange-Traded Fund Trust 2 • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of February 10, 2016, between Claymore Exchange-Traded Fund Trust 2, a Delaware statutory trust (the “Trust”), and Guggenheim Partners Investment Management, LLC, a Delaware limited liability company (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 21st, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois

Investment Advisory Agreement (“Agreement”) made as of [ ] between POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST, a Delaware statutory trust (“Trust”), and INVESCO POWERSHARES CAPITAL MANAGEMENT LLC (“PowerShares Capital Management”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF CLAYMORE EXCHANGE-TRADED FUND TRUST 2
Amended and Restated Agreement and Declaration of Trust • December 29th, 2015 • Claymore Exchange-Traded Fund Trust 2

WHEREAS, this amendment to the Amended and Restated Agreement and Declaration of Trust, dated August 15, 2006 (the “Declaration of Trust”), of Claymore Exchange-Traded Fund Trust 2, a Delaware statutory trust (the “Trust”), has been approved by at least 80% of the Trustees of the Trust and by a Majority Shareholder Vote (as defined in the Declaration of Trust), in accordance with Section 12.3(b) thereof:

SUBLICENSE AGREEMENT
Sublicense Agreement • December 28th, 2016 • Claymore Exchange-Traded Fund Trust 2 • Delaware

This Sublicense Agreement (the “Agreement”) is made as of May 10, 2016, by and between Guggenheim Funds Investment Advisors, LLC, a limited liability company with offices at 227 W. Monroe Street, Chicago, IL 60606 (“Guggenheim”) and Claymore Exchange-Traded Fund Trust 2, a Delaware statutory trust, 227 W. Monroe Street, Chicago, IL 60606 (the “Trust” and together with Guggenheim, the “Parties”).

SUBLICENSE AGREEMENT
Sublicense Agreement • December 28th, 2016 • Claymore Exchange-Traded Fund Trust 2 • New York

This Sublicense Agreement (the “Agreement”) is entered into as of December 22, 2016, by and between Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company with offices at 227 West Monroe Street, 7th Floor, Chicago, IL 60606 (the “Adviser”), and Claymore Exchange-Traded Fund Trust 2 (the “Licensee”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 21st, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust • 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”).

Amended and Restated Agreement and Declaration of Trust Dated as of May 18, 2016
Agreement and Declaration of Trust • September 29th, 2016 • Claymore Exchange-Traded Fund Trust 2 • Delaware

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 18th day of May, 2016, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

JOINT INSUREDS AGREEMENT
Joint Insureds Agreement • May 25th, 2007 • Claymore Exchange-Traded Fund Trust 2

THIS AGREEMENT is made effective as of the 23rd day of March, 2007, by and between CLAYMORE TRUST, a Delaware statutory trust, on behalf of each of its series now or hereafter existing, CLAYMORE EXCHANGE-TRADED FUND TRUST, a Delaware statutory trust, on behalf of each of its series now or hereafter existing (the “ETF Trust”) and CLAYMORE EXCHANGE-TRADED FUND TRUST 2 (the “ETF2 Trust”), on behalf of each of its series now or hereafter existing (the respective series of Claymore Trust, ETF Trust and ETF2 Trust are collectively referred to herein as the “Funds” or singularly as a “Fund” and Claymore Trust, the ETF Trust, the ETF2 Trust are collectively referred to herein as the “Trusts” or singularly as a “Trust”).

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EXCESS EXPENSE AGREEMENT
Excess Expense Agreement • November 21st, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust

Excess Expense Agreement dated as of [ ] between POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST, a Delaware statutory 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.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 21st, 2017 • PowerShares Exchange-Traded Fund Trust II • Illinois

Investment Advisory Agreement made as of [ ] between POWERSHARES EXCHANGE-TRADED FUND TRUST II, a Massachusetts business trust (“Trust”), and INVESCO 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”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 21st, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois

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

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 28th, 2011 • Claymore Exchange-Traded Fund Trust 2 • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) dated as of September 21, 2011, among Claymore Exchange-Traded Fund Trust 2, a Delaware statutory trust (the “Trust”), Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company with its principal office at 2455 Corporate West Drive, Lisle, IL 60532 (the “Investment Adviser”), J.P. Morgan Investment Management Inc., a Delaware corporation with its principal office at 270 Park Avenue, New York, New York 10017 (“JPMIM”) and JF International Management Inc., with its principal place of business in Hong Kong located at 21st Floor, Chater House, 8 Connaught Road Central, Hong Kong (“JFIMI”, and together with JPMIM, the “Investment Sub-Advisers” and an “Investment Sub-Adviser” shall mean either of them).

EXCESS EXPENSE AGREEMENT
Excess Expense Agreement • November 21st, 2017 • PowerShares Exchange-Traded Fund Trust II

Excess Expense Agreement dated as of [ ], between POWERSHARES EXCHANGE-TRADED FUND TRUST II, 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.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 21st, 2017 • 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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