SUBLICENSE AGREEMENT

SUBLICENSE AGREEMENT

This Sublicense Agreement (“AGREEMENT”) is entered into as of , by and between Invesco PowerShares Capital Management LLC, a Delaware corporation with offices at 0000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 (“POWERSHARES”), and PowerShares Exchange-Traded Self-Indexed Fund Trust (“LICENSEE”).

WHEREAS, PowerShares, through licenses with an affiliated index provider (the “Index Provider”), has the right to license the Indexes and Marks listed in Exhibit A, for use in connection with the financial products listed in Exhibit A (“PRODUCTS”);

WHEREAS, Licensee desires to use the Indexes and Marks in connection with the distribution of Products and PowerShares is willing to grant Licensee a license for such use.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, and for good and valuable consideration set forth in the Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. GRANT OF LICENSE. PowerShares grants Licensee a non-exclusive, non-transferrable right and license to use and refer to the Indexes and Marks in connection with the creation, issuance, trading and marketing of Products pursuant to the terms and conditions of this Agreement.

2. OWNERSHIP AND VALIDITY. Licensee acknowledges Index Provider’s ownership of the entire right, title and interest in and to the Indexes and Marks and Licensee’s use shall inure to the sole benefit of the Index Provider.

3. QUALITY CONTROL. PowerShares shall have the right to monitor the quality of the Products offered by Licensee pursuant to this Agreement. Licensee agrees that the nature and quality of the Products using the Indexes and Marks shall meet or exceed the standards set by PowerShares or Index Provider. Licensee’s failure to conform to such quality controls may result in the termination of this Agreement.

Licensee shall include, unless a substitute is approved by PowerShares, in which case such substitute shall be included, the following notice in all informational materials relating to the licensed Indexes and Marks, and agrees upon request to furnish a copy (copies) thereof to PowerShares:

Licensor [ ] Index” and “Licensor” are the property of Invesco Indexing LLC and have been licensed for use by Invesco PowerShares Capital Management LLC.

4. TERM. This Agreement shall become effective upon signatures of both parties and remain in effect unless terminated by either party as provided herein.

5. TERMINATION. Licensee may terminate this Agreement upon sixty (60) days prior written notice. PowerShares may terminate this Agreement upon sixty (60) days prior written notice or immediately upon Licensee’s breach of this Agreement.

6. FEES. Index Provider shall provide the license to use the Index and the Marks in connection with a Product at no cost to the Product. Licensor shall bear all license fees paid as described herein at its sole expense.

7. ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement and the understanding between the parties. No modification or amendment of this Agreement shall be valid or binding unless made in writing and signed on behalf of the parties by their duly authorized officers or representatives.

8. EXECUTION. This Agreement may be executed simultaneously with any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9. GENERAL PROVISIONS.

(a) A party may not assign this Agreement and/or any of its rights and/or obligations hereunder, except to an affiliate or successor in interest, without the prior written consent of the other party, and any attempted assignment by a party requiring the consent of the other party which is made by the assigning party without the other party’s prior consent shall be null and void.

(b) No change in, addition to, or waiver of any of the provisions of this Agreement shall be binding upon either Party unless in writing signed by an authorized representative of such party. No waiver by either Party of any breach by the other party of any of the provisions of this Agreement shall be construed as a waiver of that or any other provision on any other occasion.

(c) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Illinois, without regard to its conflict of law provisions.

(d) In the event any one or more of the provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in effect and the Agreement shall be read as though the offending provision had not been written or as the provision shall be determined by such court to be read.

IN WITNESS WHEREOF, PowerShares and Licensee have caused this Agreement to be duly executed on their behalf in the manner legally binding upon them.

INVESCO POWERSHARES CAPITAL

MANAGEMENT LLC



Signature:
By:
Title:

POWERSHARES EXCHANGE-TRADED SELF-

INDEXED FUND TRUST



Signature:
By:
Title:

Exhibit A

INDICES

For purposes of this Exhibit A, “Launch Date” shall mean the first date that a Product or a Fund based on the applicable Index is listed for trading on an Exchange:

Invesco Defensive Equity Index

Invesco Multi-Factor Large Cap Index

Invesco U.S. Large Cap Optimized Volatility Index

BulletShares^® USD Corporate Bond Index Family

BulletShares^® 2018 USD Corporate Bond Index

BulletShares^® 2019 USD Corporate Bond Index

BulletShares^® 2020 USD Corporate Bond Index

BulletShares^® 2021 USD Corporate Bond Index

BulletShares^® 2022 USD Corporate Bond Index

BulletShares^® 2023 USD Corporate Bond Index

BulletShares^® 2024 USD Corporate Bond Index

BulletShares^® 2025 USD Corporate Bond Index

BulletShares^® 2026 USD Corporate Bond Index

BulletShares^® 2027 USD Corporate Bond Index

BulletShares^® USD High Yield Corporate Bond Index Family

BulletShares^® 2018 USD High Yield Corporate Bond Index

BulletShares^® 2019 USD High Yield Corporate Bond Index

BulletShares^® 2020 USD High Yield Corporate Bond Index

BulletShares^® 2021 USD High Yield Corporate Bond Index

BulletShares^® 2022 USD High Yield Corporate Bond Index

BulletShares^® 2023 USD High Yield Corporate Bond Index

BulletShares^® 2024 USD High Yield Corporate Bond Index

BulletShares^® 2025 USD High Yield Corporate Bond Index

BulletShares^® 2026 USD High Yield Corporate Bond Index

BulletShares^® 2027 USD High Yield Corporate Bond Index

MARKS