PARTICIPANT AGREEMENT PowerShares Exchange-Traded Fund Trust PowerShares Exchange-Traded Fund Trust II PowerShares Actively Managed Exchange-Traded Fund TrustParticipant Agreement • July 11th, 2012 • PowerShares Exchange-Traded Fund Trust II • Illinois
This Participant Agreement (this “Agreement”) is entered into between Invesco Distributors, Inc. (the “Distributor”) and the (the “Participant”), and is subject to acceptance by PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II and PowerShares Actively Managed Exchange-Traded Fund Trust (collectively, the “Trust”) and The Bank of New York Mellon (the “Transfer Agent”). The Transfer Agent serves as the transfer agent of the Trust and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor and the Participant acknowledge and agree that the Trust shall be a third-party beneficiary of the Agreement and shall receive the benefits contemplated by the Agreement to the extent specified herein. 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 shares (“Shares”)
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • July 11th, 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 • July 11th, 2012 • PowerShares Exchange-Traded Fund Trust II • New York
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • July 11th, 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 MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • July 11th, 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 AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”).
CUSTODY AGREEMENTCustody Agreement • July 11th, 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”).
FORM OF SUBLICENSE AGREEMENTForm of Sublicense Agreement • July 11th, 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”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • July 11th, 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”).
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • July 11th, 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;
