PARTICIPANT AGREEMENT PowerShares Exchange-Traded Fund Trust PowerShares Exchange-Traded Fund Trust II PowerShares Actively Managed Exchange-Traded Fund TrustParticipant Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II • Illinois
The parties to the Agreement, in addition to the consideration of the premises and the agreements contained in the Agreement, agree as follows:
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II • New York
AGREEMENT made as of , 2007, by and between PowerShares Global Exchange-Traded Fund Trust (the “Fund”) and The Bank of New York, a New York banking organization (“BNY”).
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II • New York
CUSTODY AGREEMENTCustody Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II • New York
AGREEMENT, dated as of , 200 between PowerShares Global Exchange-Traded Fund Trust, a Massachusetts business trust, having its principal office and place of business at 301 West Roosevelt Road, Wheaton, Illinois 60187 (the “Fund”), and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II • 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;
AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II
Amended and Restated Master Distribution Agreement made as of the 20th day of April, 2009, by and between POWERSHARES EXCHANGE-TRADED FUND TRUST II, 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 DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”).
FORM OF SUBLICENSE AGREEMENTForm of Sublicense Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II • Illinois
This Sublicense Agreement (“Agreement”) is entered into as of , 2007 by and between PowerShares Capital Management, LLC, a Delaware corporation with offices at 301 West Roosevelt Road, Wheaton, IL 60187 (“PowerShares”), and PowerShares Global Exchange-Traded Fund Trust (“Licensee”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II • Illinois
Investment Sub-Advisory Agreement made as of January 18, 2011 by and among INVESCO POWERSHARES CAPITAL MANAGEMENT LLC (the “Adviser”) and each of Invesco Advisers, Inc., Invesco Asset Management Deutschland, GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (each a “Sub-Adviser” and collectively, the “Sub-Advisers”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 10th, 2012 • PowerShares Exchange-Traded Fund Trust II • Illinois
Amended and Restated Investment Advisory Agreement made as of April 20, 2009 between POWERSHARES EXCHANGE-TRADED FUND TRUST II, formerly PowerShares Global 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”).
