MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)Memorandum of Agreement • April 5th, 2018 • 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,PowerS hares Actively Managed Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Commodity Fund Trust and PowerShares Exchange-Traded Self-Indexed 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 lnvesco 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.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 5th, 2018 • 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”).
AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • April 5th, 2018 • 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 EXCESS EXPENSE AGREEMENTExcess Expense Agreement • April 5th, 2018 • PowerShares Exchange-Traded Fund Trust II
Excess Expense Agreement dated as of June 16, 2011 , and as amended on December 19, 2017, between POWERSHARES EXCHANGE-TRADED FUND TRUST and POWERSHARES EXCHANGE-TRADED FUND TRUST II, each a Massachusetts business trust, and POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST and POWERSHARES EXCHANGE-TRADED SELF-INDEXED FUND TRUST, each a Delaware statutory trust (collectively, the “Trusts”), 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.
