0001104659-14-007557 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • February 7th, 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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PARTICIPANT AGREEMENT PowerShares Exchange-Traded Fund Trust PowerShares Exchange-Traded Fund Trust II PowerShares Actively Managed Exchange-Traded Fund Trust
Participant Agreement • February 7th, 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:

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • February 7th, 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 • February 7th, 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 • February 7th, 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”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 7th, 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”).

AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • February 7th, 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”).

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