FUND ADMINISTRATION AND ACCOUNTING AGREEMENT



         AGREEMENT made as of _________________ 2003, by and between PowerShare

Exchange Traded Fund Trust (the "Fund"), and The Bank of New York, a New York

banking organization ("BNY").



                            W I T N E S S E T H :

                            - - - - - - - - - -



         WHEREAS, the Fund is an investment company registered under the

Investment Company Act of 1940, as amended (the "1940 Act"); and



         WHEREAS, the Fund desires to retain BNY to provide for the portfolios

identified on Exhibit A hereto (each, a "Series") the services described herein,

and BNY is willing to provide such services, all as more fully set forth below;



         NOW, THEREFORE, in consideration of the mutual promises and agreements

contained herein, the parties hereby agree as follows:



     1. Appointment.



     The Fund hereby appoints BNY as its agent for the term of this Agreement to

perform the services described herein. BNY hereby accepts such appointment and

agrees to perform the duties hereinafter set forth.



     2. Representations and Warranties.



     The Fund hereby represents and warrants to BNY, which representations and

warranties shall be deemed to be continuing, that:



     (a) It is duly organized and existing under the laws of the jurisdiction of

its organization, with full power to carry on its business as now conducted, to

enter into this Agreement and to perform its obligations hereunder;



     (b) This Agreement has been duly authorized, executed and delivered by the

Fund in accordance with all requisite action and constitutes a valid and legally

binding obligation of the Fund, enforceable in accordance with its terms;



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     (c) It is conducting its business in compliance with all applicable laws

and regulations, both state and federal, and has obtained all regulatory

licenses, approvals and consents necessary to carry on its business as now

conducted; there is no statute, regulation, rule, order or judgment binding on

it and no provision of its Fund Agreement or by-laws, nor of any mortgage,

indenture, credit agreement or other contract binding on it or affecting its

property which would prohibit its execution or performance of this Agreement;

and



     (d) To the extent the performance of any services described in Schedule II

attached hereto by BNY in accordance with the then effective Prospectus (as

hereinafter defined) for the Fund would violate any applicable laws or

regulations, the Fund shall immediately so notify BNY in writing and thereafter

shall either furnish BNY with the appropriate values of securities, net asset

value or other computation, as the case may be, or, subject to the prior

approval of BNY, instruct BNY in writing to value securities and/or compute net

asset value or other computations in a manner the Fund specifies in writing, and

either the furnishing of such values or the giving of such instructions shall

constitute a representation by the Fund that the same is consistent with all

applicable laws and regulations and with its Prospectus.



     3. Delivery of Documents.



     (a) The Fund will promptly deliver to BNY true and correct copies of each

of the following documents as currently in effect and will promptly deliver to

it all future amendments and supplements thereto, if any:



          (i) The Fund's Fund Agreement or other organizational document and all

     amendments thereto (the "Fund Agreement");



          (ii) The Fund's bylaws (the "Bylaws");



          (iii) Resolutions of the Fund's Trustees authorizing the execution,

     delivery and performance of this Agreement by the Fund;



          (iv) The Fund's registration statement most recently filed with the

     Securities and Exchange Commission (the "SEC") relating to the shares of

     the Fund (the "Registration Statement");



          (v) The Fund's Notification of Registration under the 1940 Act on Form

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