0001193125-18-023862 Sample Contracts

POWERSHARES QQQ TRUST PARTICIPANT AGREEMENT
Participant Agreement • January 29th, 2018 • Powershares QQQ Trust, Series 1 • New York

This Participant Agreement (this “Agreement”) is entered into between Invesco Distributors, Inc. (the “Distributor”) and (the “Participant”) and is subject to acceptance by The Bank of New York Mellon (the “Trustee”). The Trustee serves as the trustee of the PowerShares QQQ Trust, Series 1 (the “Trust” or “PowerShares QQQ”) pursuant to certain Standard Terms and Conditions of Trust dated as of March 1, 1999, as amended, and the Trust Indenture and Agreement dated March 4, 1999, as amended (collectively, the “Trust Agreement”), and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). 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 PowerShares QQQ Shares. As specified in the PowerShares QQQ Shares Prospectus (the “Prospectus”) and the Trust Agreement, PowerShares QQQ Shares may be created or rede

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AMENDMENT NO. 6 TO THE STANDARD TERMS AND CONDITIONS OF TRUST
Standard Terms and Conditions of Trust • January 29th, 2018 • Powershares QQQ Trust, Series 1

This Amendment No. 6 to the Standard Terms and Conditions of Trust, dated as of January 26, 2018 (“Amendment No. 6”), by and between Invesco PowerShares Capital Management LLC, as sponsor (in such capacity, the “Sponsor”), and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), amends the Standard Terms and Conditions of Trust dated as of March 1, 1999, and effective as of March 4, 1999, as amended on April 17, 2001, February 4, 2004, January 1, 2006, November 16, 2012, and August 2, 2017 (collectively, the “Standard Terms”), by and between the Sponsor, or its predecessor as sponsor, and the Trustee of PowerShares QQQ TrustSM, Series 1 (the “Trust”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Standard Terms.

AMENDMENT NO. 5 TO THE STANDARD TERMS AND CONDITIONS OF TRUST
Standard Terms and Conditions of Trust • January 29th, 2018 • Powershares QQQ Trust, Series 1

This Amendment No. 5 to the Standard Terms and Conditions of Trust, dated as of August 2, 2017 (“Amendment No. 5”), by and between Invesco PowerShares Capital Management LLC, as sponsor (in such capacity, the “Sponsor”), and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), amends the Standard Terms and Conditions of Trust dated as of March 1, 1999, and effective as of March 4, 1999, as amended on April 17, 2001, February 4, 2004, January 1, 2006 and November 16, 2012 (collectively, the “Standard Terms”), by and between the Sponsor, or its predecessor as sponsor, and the Trustee of PowerShares QQQ TrustSM, Series I (the “Trust”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Standard Terms.

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