0001193125-19-021082 Sample Contracts

INVESCO QQQ TRUST PARTICIPANT AGREEMENT
Participant Agreement • January 29th, 2019 • Invesco 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 Invesco QQQ Trust, Series 1 (the “Trust” or “Invesco 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 Invesco QQQ Shares. As specified in the Invesco QQQ Shares Prospectus (the “Prospectus”) and the Trust Agreement, Invesco QQQ Shares may be created or redeemed only in aggrega

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AMENDMENT NO. 2 TO THE TRUST INDENTURE AND AGREEMENT, DATED March 4, 1999, AND AS AMENDED March 21, 2007, BETWEEN INVESCO POWERSHARES CAPITAL MANAGEMENT LLC, AS SPONSOR AND THE BANK OF NEW YORK MELLON, AS TRUSTEE
Trust Indenture and Agreement • January 29th, 2019 • Invesco QQQ Trust, Series 1 • New York

This Amendment No. 2 to the Trust Indenture and Agreement, dated April 25th, 2018, and effective as of June 4, 2018 (the “Amendment”), 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 Trust Indenture and Agreement, dated March 4, 1999 and as amended March 21, 2007 (the “Indenture”), between the Sponsor and the Trustee. Defined terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

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