PARTICIPANT AGREEMENT PowerShares Exchange-Traded Fund Trust PowerShares Exchange-Traded Fund Trust II PowerShares Actively Managed Exchange-Traded Fund TrustParticipant Agreement • February 27th, 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:
SUBLICENSE AGREEMENTSublicense Agreement • February 27th, 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”).
AMENDED AND RESTATED CUSTODY AGREEMENT by and between POWERSHARES and THE BANK OF NEW YORK MELLONCustody Agreement • February 27th, 2014 • PowerShares Exchange-Traded Fund Trust II • New York
CUSTODY AGREEMENT, dated as of June 17, 2013 (“Agreement”) between each PowerShares trust listed on Schedule I attached hereto, each a business trust, having its principal office and place of business at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515 (the “Fund”), on behalf of itself and its Series, and The Bank of New York Mellon, 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”).
MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)Memorandum of Agreement • February 27th, 2014 • PowerShares Exchange-Traded Fund Trust II
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.
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • February 27th, 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”).
