0001104659-14-001183 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • January 8th, 2014 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT, dated as of June 8, 2007 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 IL 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”).

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FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • January 8th, 2014 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT made as of June 8, 2007, by and between PowerShares Global Exchange Traded Fund Trust (the “Fund”), and The Bank of New York, a New York banking organization (“BNY”).

SUBLICENSE AGREEMENT
Sublicense Agreement • January 8th, 2014 • PowerShares Exchange-Traded Fund Trust II • Illinois

This Sublicense Agreement (“AGREEMENT”) is entered into as of by and between Invesco PowerShares Capital Management, LLC, a Delaware corporation with offices at 855 West Prairie Avenue, Wheaton, IL 60187 (“POWERSHARES”), and PowerShares Exchange-Traded Fund Trust II (“LICENSEE”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 8th, 2014 • PowerShares Exchange-Traded Fund Trust II • New York

AGREEMENT, dated as of the 8th day of June, 2007 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 IL 60187 (the “Trust”) and The Bank of New York, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

PARTICIPANT AGREEMENT PowerShares Exchange-Traded Fund Trust PowerShares Exchange-Traded Fund Trust II PowerShares Actively Managed Exchange-Traded Fund Trust
Participant Agreement • January 8th, 2014 • 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:

AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • January 8th, 2014 • 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”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 8th, 2014 • 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”).

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