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 TrustParticipant Agreement • February 23rd, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledFebruary 23rd, 2017 Company JurisdictionThe parties to the Agreement, in addition to the consideration of the premises and the agreements contained in the Agreement, agree as follows:
SUBLICENSE AGREEMENTSublicense Agreement • February 26th, 2015 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledFebruary 26th, 2015 Company JurisdictionThis 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 Actively Managed Exchange-Traded Fund Trust (“LICENSEE”).
AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • August 19th, 2016 • Powershares Actively Managed Exchange-Traded Fund Trust
Contract Type FiledAugust 19th, 2016 CompanyAmended and Restated Master Distribution Agreement made as of April 30, 2009, by and between POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST, a Delaware statutory 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 CUSTODY AGREEMENT by and between POWERSHARES and THE BANK OF NEW YORK MELLONCustody Agreement • February 15th, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledFebruary 15th, 2017 Company JurisdictionCUSTODY 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”).
FORM OF SUBLICENSE AGREEMENTForm of Sublicense Agreement • February 23rd, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledFebruary 23rd, 2017 Company JurisdictionThis Sublicense Agreement (“Agreement”) is entered into as of [ ] and between Invesco PowerShares Capital Management, LLC, a Delaware corporation with offices at 3500 Lacey Road, Downers Grove, IL 60515 (“PowerShares”), and PowerShares Actively Managed Exchange-Traded Fund Trust (“Licensee”).
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • February 15th, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledFebruary 15th, 2017 Company JurisdictionAGREEMENT 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 AGREEMENTFund Administration and Accounting Agreement • February 15th, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledFebruary 15th, 2017 Company JurisdictionTHIS AGREEMENT is made as of June 17, 2013 by and between PowerShares Actively Managed 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”)
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • October 1st, 2013 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledOctober 1st, 2013 Company JurisdictionAGREEMENT made as of March 28, 2008 by and between PowerShares Actively Managed Exchange-Traded Fund Trust, a Delaware statutory trust (the “Fund”), and The Bank of New York, a New York banking organization (“BNY”).
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 27th, 2018 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledFebruary 27th, 2018 Company JurisdictionThe parties to the Agreement, in addition to the consideration of the premises and the agreements contained in the Agreement, agree as follows:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 1st, 2013 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledOctober 1st, 2013 Company JurisdictionTHIS AGREEMENT (the “Agreement”) is made as of December 12, 2012 by and between PowerShares Actively Managed Exchange-Traded Fund Trust (the “Trust”) and Invesco PowerShares Capital Management LLC (“Invesco PowerShares Capital Management” or the “Adviser”).
AGREEMENT AND DECLARATION OF TRUST OF POWERSHARES ACTIVELY MANAGED EXCHANGE- TRADED FUND TRUST (a Delaware Statutory Trust) Dated as of November 7, 2007Agreement and Declaration of Trust • March 24th, 2008 • Powershares Actively Managed Exchange-Traded Fund Trust • Delaware
Contract Type FiledMarch 24th, 2008 Company JurisdictionWHEREAS, the PowerShares Actively Managed Exchange-Traded Fund Trust was established on November 6, 2007 with the filing of a Certificate of Trust with the Delaware Secretary of State for the purposes of carrying on the business of a management investment company;
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • October 31st, 2008 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledOctober 31st, 2008 Company JurisdictionThis AGREEMENT made as of , 2008, by and among INVESCO POWERSHARES CAPITAL MANAGEMENT LLC (the “Adviser”) and each of Invesco Aim Advisors, Inc., Invesco Asset Management Deutschland, GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc., and Invesco Trimark Ltd. (each a “Sub-Adviser” and collectively, the “Sub-Advisers”).
MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)Memorandum of Agreement • February 15th, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust
Contract Type FiledFebruary 15th, 2017 CompanyThis 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.
PARTICIPANT AGREEMENT EQUITY FUNDS PowerShares Actively Managed Exchange-Traded Fund TrustParticipant Agreement • October 1st, 2013 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledOctober 1st, 2013 Company JurisdictionThis Participant Agreement (this “Agreement”) is entered into between INVESCO AIM DISTRIBUTORS, INC. (the “Distributor”),[ ] (the “Participant”), and THE BANK OF NEW YORK (the “Transfer Agent”), and is subject to acceptance by POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST (the “Trust”). The Transfer Agent serves as the transfer agent of the Trust and is an index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor, the Transfer Agent and the Participant acknowledge and agree that the Trust shall be a third-party beneficiary of the Agreement and shall receive the benefits contemplated by the Agreement to the extent specified herein. The Distributor has been retained to provide certain services with respect to acting as principal underwriter of the Trust in connection with the creation and distribution of shares of beneficial interest par value 0.01 per share (“Shares” or “Trust Shares”) of the Series of th
TRANSFER AGENCY AND SERVICE AGREEMENTParticipant Agreement • October 1st, 2013 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledOctober 1st, 2013 Company JurisdictionAGREEMENT made as of the day of March 28, 2008 by and between the POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST, a Delaware statutory 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”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 26th, 2018 • Powershares Actively Managed Exchange-Traded Fund Trust • Delaware
Contract Type FiledApril 26th, 2018 Company JurisdictionTHIS 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 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"). Security Investors, LLC ("Security Investors"), 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
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • April 24th, 2014 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledApril 24th, 2014 Company JurisdictionAGREEMENT 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”).
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 Actively Managed Exchange-Traded Fund Trust • Delaware
Contract Type FiledJuly 30th, 2018 Company Jurisdiction
AMENDED AND RESTATED CUSTODY AGREEMENT by and between POWERSHARES and THE BANK OF NEW YORK MELLONCustody Agreement • February 27th, 2014 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledFebruary 27th, 2014 Company JurisdictionCUSTODY 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 INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • April 24th, 2014 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledApril 24th, 2014 Company JurisdictionAmended and Restated Investment Sub-Advisory Agreement made as of April 14, 2010, 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 INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • November 28th, 2012 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledNovember 28th, 2012 Company JurisdictionAmended 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”).
AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • February 27th, 2018 • Powershares Actively Managed Exchange-Traded Fund Trust
Contract Type FiledFebruary 27th, 2018 CompanyAmended and Restated Master Distribution Agreement made as of April 30, 2009, by and between POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST, a Delaware statutory 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”).
CUSTODY AGREEMENTCustody Agreement • October 1st, 2013 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledOctober 1st, 2013 Company JurisdictionAGREEMENT, dated as of March 28, 2008 between PowerShares Actively Managed Exchange-Traded Fund Trust, a Delaware statutory 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”).
PARTICIPANT AGREEMENT FIXED INCOME FUNDS PowerShares Actively Managed Exchange- Traded Fund TrustParticipant Agreement • October 1st, 2013 • Powershares Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledOctober 1st, 2013 Company JurisdictionThis Participant Agreement (this “Agreement”) is entered into between INVESCO AIM DISTRIBUTORS, INC. (the “Distributor”), [ ] (the “Participant”), and THE BANK OF NEW YORK (the “Transfer Agent”), and is subject to acceptance by POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST (the “Trust”). The Transfer Agent serves as the Transfer Agent of the Trust and is an Index Receipt Agent as that terns is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor, the Transfer Agent and the Participant acknowledge and agree that the Trust shall be a third-party beneficiary of the Agreement and shall receive the benefits contemplated by the Agreement to the extent specified herein. The Distributor has been retained to provide certain services with respect to acting as principal underwriter of the Trust in connection with the creation and distribution of shares of beneficial interest, par value 0.01 per share (“Shares” or “Trust Shares”) of the series of
MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)Memorandum of Agreement • April 5th, 2018 • Powershares Actively Managed Exchange-Traded Fund Trust
Contract Type FiledApril 5th, 2018 CompanyThis 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,PowerS hares 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 (“PowerS hares”). PowerShares shall and hereby agrees to waive fees of the Funds, severally and not jointly, as indicated in the Exhibit A.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 5th, 2018 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledApril 5th, 2018 Company JurisdictionInvestment 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”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • February 25th, 2021 • Invesco Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledFebruary 25th, 2021 Company JurisdictionAmended and Restated Investment Advisory Agreement made as of February 18, 2021 between INVESCO ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST, a Delaware statutory 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”).
AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • February 28th, 2013 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledFebruary 28th, 2013 Company JurisdictionAmended and Restated Investment Sub-Advisory Agreement made as of April 14, 2010, 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”).
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • April 24th, 2020 • Invesco Actively Managed Exchange-Traded Fund Trust • New York
Contract Type FiledApril 24th, 2020 Company JurisdictionAGREEMENT made as of June 14, 2018 by and between each entity listed on Annex I attached hereto (the "Fund") and The Bank of New York Mellon ("BNY").
MANAGEMENT FEE WAIVER AGREEMENTManagement Fee Waiver Agreement • December 28th, 2018 • Invesco Actively Managed Exchange-Traded Fund Trust
Contract Type FiledDecember 28th, 2018 CompanyManagement Fee Waiver Agreement, dated as of December 19, 2017, by 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 (the “Agreement”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 24th, 2014 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledApril 24th, 2014 Company JurisdictionAmended 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”).
AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • August 19th, 2016 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledAugust 19th, 2016 Company JurisdictionAmended and Restated Investment Sub-Advisory Agreement made as of April 14, 2010, 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”).
FORM OF INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • March 24th, 2008 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledMarch 24th, 2008 Company JurisdictionWHEREAS, the Adviser has entered into an Investment Advisory Agreement dated , (the “Advisory Agreement”) with PowerShares Actively Managed Exchange-Traded Fund Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), pursuant to which the Adviser acts as investment adviser to the series of the Trust; and
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 Actively Managed Exchange-Traded Fund Trust • Delaware
Contract Type FiledJuly 30th, 2018 Company Jurisdiction
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • February 15th, 2017 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois
Contract Type FiledFebruary 15th, 2017 Company JurisdictionAmended 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”).