INVESCO QQQ TRUST, SERIES 1

For the period ended Oct 24, 2025. Filed Aug 18, 2025.

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Oct 24, 2025 · Filed Aug 18, 2025

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Contents

Appendix C

INVESCO ETF TRUSTS

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

I. PURPOSE

The Nominating and Governance Committee is a committee of the Board of Trustees of the Fund. Its primary function is to identify and recommend individuals for membership on the Board and oversee the administration of the Board’s Governance Guidelines and Procedures.

II. COMPOSITION

The Nominating and Governance Committee shall be composed of three or more board members 2 as determined by the Board, each of whom shall be an independent board member, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Nominating and Governance Committee. For purposes of the Nominating and Governance Committee, a board member is independent if he or she is not an “interested person” of the Fund as that term is defined in the Investment Company Act of 1940, as amended.

The members and Chair of the Nominating and Governance Committee shall be elected by the Board annually and serve until their successors shall be duly elected and qualified.

III. MEETINGS

The Nominating and Governance Committee shall meet annually, or more frequently as circumstances dictate. Special meetings may be called by the Chair or a majority of the members of the Nominating and Governance Committee upon reasonable notice to the other members of the Nominating and Governance Committee. Regular and special meetings of the Nominating and Governance Committee may be held in person at any location or remotely by means of conference telephone circuit, video conferencing or similar communications equipment by means of which all persons participating in the meeting can hear each other simultaneously.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Nominating and Governance Committee shall:

A. Board Nominations and Functions

1.	Identify and recommend individuals for director membership on the Board. The principal criterion for selection of candidates is their ability to carry out the responsibilities of the Board. In addition, the following factors are taken into consideration:

(a) The Board collectively should represent a broad cross section of backgrounds, functional disciplines and experience.

2 All references to “directors” or “board members” shall be deemed to mean “trustees.”

(b) Candidates should exhibit stature commensurate with the responsibility of representing shareholders.

(c) Candidates shall affirm their availability and willingness to strive for high attendance levels at regular and special meetings, and participate in committee activities as needed.

(d) Candidates should represent the best choices available based upon thorough identification, investigation and recruitment of candidates.

2.	Review the Board’s Governance Guidelines and Procedures annually and recommend changes, if any, to the Board.

3.	Periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board.

4.	Review annually Independent Trustee compensation and recommend any appropriate changes to the Independent Trustees as a group.

5.	Coordinate with legal counsel to the Independent Trustees an annual evaluation of the performance of the Board.

6.	Oversee the development and implementation by the Fund’s investment adviser and legal counsel for the Independent Trustees of a program for the orientation of new Independent Trustees and ongoing education for Independent Trustees.

B. Committee Nominations and Functions

1.	Identify and recommend individuals for membership on all Board committees and review committee assignments at least annually.

2.	Review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized.

C. Other Powers and Responsibilities

1.	Review this Charter annually and recommend changes, if any, to the Board.

2.	Monitor the performance of legal counsel employed by the Fund and by the Independent Trustees, and be responsible for the supervision of counsel to the Independent Trustees.

3.	Investigate any other matter brought to its attention within the scope of its duties, with the power to retain outside counsel or other experts for this purpose at the expense of the Fund, if, in its judgment, that is appropriate.

4.	Perform any other activities consistent with this Charter, the Fund’s Declaration of Trust, By-Laws and governing law, as the Nominating and Governance Committee or the Board deems necessary or appropriate.

5.	Maintain minutes of Committee meetings; report its significant activities to the Board; and make such recommendations to the Board as the Nominating and Governance Committee deems necessary or appropriate.

Adopted:	December 16, 2005 (Invesco Exchange-Traded Fund Trust)
	April 20, 2007 (Invesco Exchange-Traded Fund Trust II)
	February 22, 2008 (Invesco India Exchange-Traded Fund Trust)
	March 20, 2008 (Invesco Actively Managed Exchange-Traded Fund Trust)

	September 25, 2014 (Invesco Actively Managed Exchange-Traded Commodity Fund Trust)
	December 14, 2016 (Invesco Exchange-Traded Self-Indexed Fund Trust)
Amended:	March 12, 2020
	March 12, 2021

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