0001193125-16-691594 Sample Contracts

SUBLICENSE AGREEMENT
Sublicense Agreement • August 25th, 2016 • Powershares Exchange Traded Fund Trust • 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 (“LICENSEE”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2016 • Powershares Exchange Traded Fund Trust • Illinois

Amended and Restated Investment Advisory Agreement made as of April 30, 2009, between POWERSHARES 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”).

AMENDED AND RESTATED FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • August 25th, 2016 • Powershares Exchange Traded Fund Trust • New York

THIS AGREEMENT is made as of June 17, 2013 by and between PowerShares 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”).

AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • August 25th, 2016 • Powershares Exchange Traded Fund Trust

Amended and Restated Master Distribution Agreement made as of the 30th day of April, 2009, by and between POWERSHARES EXCHANGE-TRADED FUND TRUST, 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”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2016 • Powershares Exchange Traded Fund Trust • Illinois

Amended and Restated Investment Advisory Agreement made as of April 30, 2009 between POWERSHARES 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”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

EXCESS EXPENSE AGREEMENT
Excess Expense Agreement • August 25th, 2016 • Powershares Exchange Traded Fund Trust

Excess Expense Agreement dated as of June 16, 2011, and as amended on December 17, 2013, between POWERSHARES EXCHANGE-TRADED FUND TRUST, 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.

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