MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Exhibit (d)(3)
(Advisory Fee Waivers)
This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A, between PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II and PowerShares Actively Managed Exchange-Traded Fund Trust Fund Trust (each a “Trust” and, collectively, the “Trusts”), on behalf of the funds listed on the Exhibit A to this Memorandum of Agreement, as amended from time to time (the “Funds”), and Invesco PowerShares Capital Management LLC (“PowerShares”). PowerShares shall and hereby agrees to waive fees of the Funds, severally and not jointly, as indicated in the Exhibit A.
For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and PowerShares agree as follows:
| 1. | PowerShares agrees that until the expiration date, if any, of the commitment set forth on the attached Exhibit A occurs, as such Exhibit A is amended from time to time, PowerShares will waive advisory fees payable by an Investing Fund (defined below) in an amount equal to 100% of the net advisory fee any of PowerShares’ affiliated persons receives on the Uninvested Cash (defined below) from the Affiliated Money Market Fund (defined below) in which the Investing Fund invests (the “Waiver”). |
| i. | PowerShares will calculate, and apply, the Waiver monthly, based upon the average investment of Uninvested Cash made by the Investing Fund during the previous month in an Affiliated Money Market Fund. |
| ii. | The Waiver will not apply to those Investing Funds that do not charge an advisory fee, either due to the terms of their advisory agreement, or as a result of contractual or voluntary fee waivers. |
| iii. | The Waiver will not apply to cash collateral for securities lending. |
For purposes of the paragraph above, the following terms shall have the following meanings:
| (a) | “Affiliated Money Market Fund” - any existing or future fund that holds itself out as a money market fund and complies with Rule 2a-7 under the Investment Company Act of 1940, as amended; |
| (b) | “Investing Fund” – any Fund investing Uninvested Cash in an Affiliated Money Market Fund; and |
| (c) | “Uninvested Cash” - cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital. |
| 2. | Neither a Trust nor PowerShares may remove or amend the Waiver to a Trust’s detriment prior to requesting and receiving the approval of the Board of Trustees of the applicable Fund’s Trust to remove or amend such Waiver. PowerShares will not have any right to reimbursement of any amount so waived. |
The Boards of Trustees and PowerShares may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent, except with respect to adding Funds to Exhibit A, which requires Board approval rather than mutual written consent. PowerShares will not have any right to reimbursement of any amount so waived.
1
Subject to the foregoing paragraphs, PowerShares agrees to review the then-current Waivers for the Funds listed on the Exhibit A on a date prior to the Expiration Date to determine whether such Waivers should be amended, continued or terminated. The Waivers will expire upon the Expiration Date unless the Trusts and PowerShares have agreed to continue them. The Exhibit A will be amended to reflect any such agreement.
It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trust’s Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust’s Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds listed in Exhibit A to this Memorandum of Agreement, and PowerShares have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibit A.
| POWERSHARES EXCHANGE-TRADED FUND TRUST | ||||
| POWERSHARES EXCHANGE-TRADED FUND TRUST II | ||||
| POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST on behalf of the Funds listed in Exhibit A to this Memorandum of Agreement | ||||
| By: | /s/ Xxxxxx Xxxxxxxxxxx |
|||
| Title: | Xxxxxx Xxxxxxxxxxx, President | |||
| INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | ||||
| By: | /s/ Xxxxxx Xxxxxxxxxxx |
|||
| Title: | Xxxxxx Xxxxxxxxxxx, Managing Director | |||
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EXHIBIT A
SCHEDULE OF FUNDS
(as of December 15, 2016)
POWERSHARES EXCHANGE-TRADED FUND TRUST
| PORTFOLIO |
EFFECTIVE DATE | EXPIRATION DATE | ||
| PowerShares Aerospace & Defense Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares BuyBack Achievers™ Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Cleantech™ Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dividend Achievers™ Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Basic Materials Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Biotechnology & Genome Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Building & Construction Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Consumer Cyclicals Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Consumer Staples Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Energy Exploration & Production Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Energy Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Financial Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Food & Beverage Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Healthcare Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Industrials Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Large Cap Growth Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Large Cap Value Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Leisure and Entertainment Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Market Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Media Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Networking Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Oil & Gas Services Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA NASDAQ Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Pharmaceuticals Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Retail Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Semiconductors Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Dynamic Software Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Technology Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Utilities Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Financial Preferred Portfolio |
December 19, 2012 | August 31, 0000 | ||
| XxxxxXxxxxx XXXX XXXX X.X. 0000 Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares FTSE RAFI U.S. 1500 Small-Mid Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Xxxxxxx Top 200 Equal Weight Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Xxxxxxx Top 200 Pure Growth Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Xxxxxxx Top 200 Pure Value Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Xxxxxxx Midcap Equal Weight Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Xxxxxxx Xxxxxx Pure Growth Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Xxxxxxx Midcap Pure Value Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Xxxxxxx 2000 Equal Weight Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Xxxxxxx 2000 Pure Growth Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Xxxxxxx 2000 Pure Value Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Global Listed Private Equity Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Golden Dragon China Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares High Yield Equity Dividend Achievers™ Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares International Dividend Achievers™ Portfolio |
December 19, 2012 | August 31, 2018 |
| PowerShares NASDAQ Internet Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P 500 BuyWrite Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P 500® Quality Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Water Resources Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares WilderHill Clean Energy Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares WilderHill Progressive Energy Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Zacks Micro Cap Portfolio |
December 19, 2012 | August 31, 2018 | ||
|
POWERSHARES EXCHANGE-TRADED FUND TRUST II
| ||||
| PORTFOLIO |
EFFECTIVE DATE | EXPIRATION DATE | ||
| PowerShares 1-30 Laddered Treasury Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Build America Bond Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares CEF Income Composite Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Chinese Yuan Dim Sum Bond Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Developed EuroPacific Currency Hedged Low Volatility Portfolio |
March 12, 2015 | August 31, 2018 | ||
| PowerShares DWA Developed Markets Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Emerging Markets Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Momentum & Low Volatility Rotation Portfolio |
June 21, 2016 | August 31, 2018 | ||
| PowerShares DWA Small Cap Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares DWA Tactical International Rotation Portfolio |
June 21, 2016 | August 31, 2018 | ||
| PowerShares DWA Tactical Multi-Asset Income Portfolio |
March 1, 2016 | August 31, 2018 | ||
| PowerShares DWA Tactical Sector Rotation Portfolio |
September 24, 2015 | August 31, 2018 | ||
| PowerShares Emerging Markets Currency Hedged Low Volatility Portfolio |
March 12, 2015 | August 31, 2018 | ||
| PowerShares Emerging Markets Infrastructure Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Emerging Markets Sovereign Debt Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Europe Currency Hedged Low Volatility Portfolio |
March 12, 2015 | August 31, 2018 | ||
| PowerShares FTSE RAFI Asia Pacific ex-Japan Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares FTSE RAFI Developed Markets ex-U.S. Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares FTSE RAFI Developed Markets ex-U.S. Small-Mid Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares FTSE RAFI Emerging Markets Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares FTSE International Low Beta Equal Weight Portfolio |
September 24, 2015 | August 31, 2018 | ||
| PowerShares Fundamental High Yield® Corporate Bond Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Fundamental Investment Grade Corporate Bond Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Global Agriculture Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Global Clean Energy Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Global Gold and Precious Metals Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares LadderRite 0-5 Year Corporate Bond Portfolio |
April 18, 2013 | August 31, 2018 | ||
| PowerShares Global Short Term High Yield Bond Portfolio |
April 18, 2013 | August 31, 2018 | ||
| PowerShares Global Water Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares California AMT-Free Municipal Bond Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares National AMT-Free Municipal Bond Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares New York AMT-Free Municipal Bond Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares International BuyBack Achievers™ Portfolio |
December 17, 2013 | August 31, 2018 | ||
| PowerShares International Corporate Bond Portfolio |
December 19, 2012 | Xxxxxx 00, 0000 | ||
| XxxxxXxxxxx Xxxxx Currency Hedged Low Volatility Portfolio |
March 12, 2015 | August 31, 2018 | ||
| PowerShares KBW Bank Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares KBW High Dividend Yield Financial Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares KBW Premium Yield Equity REIT Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares KBW Property & Casualty Insurance Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares KBW Regional Banking Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Contrarian Opportunities Portfolio |
December 17, 2013 | August 31, 2018 | ||
| PowerShares Preferred Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P 500 ex-Rate Sensitive Low Volatility Portfolio |
March 12, 2015 | August 31, 2018 | ||
| PowerShares Xxxxxxx 1000 Equal Weight Portfolio |
December 18, 2014 | August 31, 2018 | ||
| PowerShares Xxxxxxx 1000 Low Beta Equal Weight Portfolio |
September 24, 2015 | August 31, 2018 | ||
| PowerShares S&P 500® High Beta Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P 500® High Dividend Low Volatility Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P 500® Low Volatility Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P 500 Momentum Portfolio |
June 23, 2015 | August 31, 2018 | ||
| PowerShares S&P 500 Value Portfolio |
June 23, 2015 | August 31, 2018 | ||
| PowerShares S&P Emerging Markets Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P Emerging Markets Low Volatility Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P International Developed Low Volatility Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P International Developed Momentum Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P International Developed Quality Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P MidCap Low Volatility Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P SmallCap Consumer Discretionary Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P SmallCap Consumer Staples Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P SmallCap Energy Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P SmallCap Health Care Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P SmallCap High Dividend Low Volatility Portfolio |
September 29, 2016 | August 31, 2018 | ||
| PowerShares S&P SmallCap Industrials Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P SmallCap Information Technology Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P International Developed High Dividend Low Volatility Portfolio |
September 29, 2016 | August 31, 2018 | ||
| PowerShares S&P SmallCap Low Volatility Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P SmallCap Materials Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares S&P SmallCap Utilities Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Senior Loan Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Treasury Collateral Portfolio |
September 29, 2016 | August 31, 2018 | ||
| PowerShares Variable Rate Preferred Portfolio |
March 4, 2014 | August 31, 2018 | ||
| PowerShares VRDO Tax-Free Weekly Portfolio |
December 19, 2012 | August 31, 2018 | ||
|
POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST
| ||||
| PORTFOLIO |
EFFECTIVE DATE | EXPIRATION DATE | ||
| PowerShares Active U.S. Real Estate Fund |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Balanced Multi-Asset Allocation Portfolio |
December 15, 2016 | August 31, 2018 | ||
| PowerShares Conservative Multi-Asset Allocation Portfolio |
December 15, 2016 | August 31, 2018 | ||
| PowerShares Government Collateral Pledge Portfolio |
June 21, 2016 | August 31, 2018 | ||
| PowerShares Growth Multi-Asset Allocation Portfolio |
December 15, 2016 | August 31, 2018 | ||
| PowerShares Moderately Conservative Multi-Asset Allocation Portfolio |
December 15, 2016 | August 31, 2018 | ||
| PowerShares Multi-Strategy Alternative Portfolio |
April 17, 2014 | August 31, 2018 | ||
| PowerShares S&P 500® Downside Hedged Portfolio |
December 19, 2012 | August 31, 2018 | ||
| PowerShares Variable Rate Investment Grade Portfolio |
December 17, 2015 | August 31, 2018 | ||
|
POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED COMMODITY FUND TRUST
| ||||
| PORTFOLIO |
EFFECTIVE DATE | EXPIRATION DATE | ||
| PowerShares DB Optimum Yield |
||||
| Diversified Commodity Strategy Portfolio |
September 25, 2014 | August 31, 2018 | ||
| PowerShares Bloomberg Commodity Strategy Portfolio |
September 25, 2014 | August 31, 2018 | ||
POWERSHARES EXCHANGE-TRADED FUND TRUST
POWERSHARES EXCHANGE-TRADED FUND TRUST II
POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST
POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED COMMODITY FUND TRUST
| By: | /s/ Xxx Xxxxxx | |
| Name: | Xxx Xxxxxx | |
| Title: | President | |
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
| By: | /s/ Xxx Xxxxxx | |
| Name: | Xxx Xxxxxx | |
| Title: | Managing Director | |
