INVESTMENT ADVISORY AGREEMENT

Agreement made as of April 20, 2007, between POWERSHARES GLOBAL EXCHANGE-TRADED FUND TRUST, a Massachusetts business trust (Trust), and POWERSHARES CAPITAL MANAGEMENT LLC (PowerShares Capital Management), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (Advisers Act).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (1940 Act), as an open-end management investment company; and

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust intends to initially offer shares of the series as listed on Schedule A hereto, and may issue shares in any other series as to which this Agreement may hereafter be made applicable and as may be added to Schedule A hereto (each such series being herein referred to as a Fund, and collectively as the Funds); and

WHEREAS, the Trust desires to retain PowerShares Capital Management as investment adviser, to furnish certain investment advisory and portfolio management services to the Trust with respect to the Funds, and PowerShares Capital Management is willing to furnish such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1.                                       Appointment.  The Trust hereby appoints PowerShares Capital Management as investment adviser of the Trust and each Fund for the period and on the terms set forth in this Agreement.  PowerShares Capital Management accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2.                                       Duties as Investment Adviser.

(a)                                  Subject to the supervision and direction of the Trusts Board of Trustees (Board), PowerShares Capital Management will provide a continuous investment program for each Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Fund.  PowerShares Capital Management will determine, from time to time, what securities and other investments will be purchased, retained or sold by the Fund.  PowerShares Capital Management shall initially determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to such Funds benchmark index in exchange for creation units for each Fund and the securities that will be applicable that day to redemption requests received for such Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trusts custodian with respect to such designations).

(b)                                 PowerShares Capital Management agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Fund, PowerShares Capital Management may, in its discretion, use brokers who provide PowerShares Capital Management with research, analysis, advice and similar services, and PowerShares Capital Management may cause a Fund to pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to PowerShares Capital Managements determining in good faith that such commission is reasonable in relation to the research and execution

1

services received.  In no instance will portfolio securities be purchased from or sold to PowerShares Capital Management, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders.  PowerShares Capital Management may aggregate sales and purchase orders with respect to the assets of the Funds with similar orders being made simultaneously for other accounts advised by PowerShares Capital Management or its affiliates.  Whenever PowerShares Capital Management simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by PowerShares Capital Management, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable, over time, to each account.  The Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Funds.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC