0001193125-17-349307 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 21st, 2017 • PowerShares Exchange-Traded Fund Trust II • Illinois

Investment Advisory Agreement made as of [ ] between POWERSHARES EXCHANGE-TRADED FUND TRUST II, a Massachusetts business trust (“Trust”), and INVESCO 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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EXCESS EXPENSE AGREEMENT
Excess Expense Agreement • November 21st, 2017 • PowerShares Exchange-Traded Fund Trust II

Excess Expense Agreement dated as of [ ], between POWERSHARES EXCHANGE-TRADED FUND TRUST II, a Massachusetts business trust (the “Trust”) and INVESCO POWERSHARES CAPITAL MANAGEMENT LLC (the “Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 21st, 2017 • 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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