0001193125-17-268429 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2017 • 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”).

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AMENDED AND RESTATED FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • August 25th, 2017 • 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 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2017 • 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”).

AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • August 25th, 2017 • 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”).

EXCESS EXPENSE AGREEMENT
Excess Expense Agreement • August 25th, 2017 • 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.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • August 25th, 2017 • Powershares Exchange Traded Fund Trust • New York

WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager (as such term is defined in Rule 17f-5 of the Investment Company Act of 1940, as amended (the “1940 Act)) on the terms and conditions contained herein;

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