MANAGEMENT FEE WAIVER AGREEMENT
Exhibit (d)(3)
MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement, dated as of April 30, 2013, by 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 (the “Agreement”).
WHEREAS, Invesco PowerShares Capital Management LLC is the investment adviser of PowerShares Exchange-Traded Fund Trust II, a Massachusetts business trust (the “Trust”);
WHEREAS, the Adviser agrees to waive a portion of its unitary management fee of the funds of the Trust listed in Schedule A (the “Funds”), each a portfolio of the Trust; and
WHEREAS, the Trust desires to induce the Adviser to waive a portion of its unitary management fee for the Funds.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Adviser agrees to waive a portion of its unitary management fee to the extent necessary to prevent the unitary management fee of each Fund listed on Schedule A from exceeding, after the fee waiver, the percentage of average daily net assets set forth in Schedule A (the “Expense Cap”).
2. The Adviser may not terminate this Agreement prior to the date set forth in Schedule A. Following that date, this Agreement may be terminated by the Adviser without penalty.
[Signature page follows]
Dated: April 30, 2013
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INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | |
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By: |
/s/ Xxxxxx Xxxxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxxxx |
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Title: Managing Director |
SCHEDULE A
(as of April 30, 2013)
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Portfolio |
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Management Fee |
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Date of |
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PowerShares S&P International Developed Low Volatility Portfolio |
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0.25 |
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2/28/15 |
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PowerShares S&P Emerging Markets Low Volatility Portfolio |
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0.29 |
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2/28/15 |
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PowerShares S&P International Developed High Beta Portfolio |
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0.25 |
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2/28/15 |
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PowerShares S&P Emerging Markets High Beta Portfolio |
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0.29 |
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2/28/15 |
