TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the      day of            , 2007, by and between the PowerShares Global Exchange-Traded Fund Trust, a Massachusetts business trust, having its principal office and place of business at 301 West Roosevelt Road, Wheaton, IL 60187 (the Trust), and THE BANK OF NEW YORK, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the Bank).

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

WHEREAS, the Trust and designated agents will issue for purchase and redeem shares of funds of the Trust (each a Fund and together, Funds) only in aggregations of shares known as Creation Units (each a Creation Unit) principally in kind (see Exhibit D for the Schedule of Funds);

WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (DTC), or its nominee (Cede & Co.), will be the initial record or registered owner (the Shareholder) of all shares;

WHEREAS, the Trust on behalf of the Funds desires to appoint the Bank as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.                                       Terms of Appointment; Duties of the Bank

1.1                                 Subject to the terms and conditions set forth in this Agreement, the Trust, on behalf of the Funds, hereby employs and appoints the Bank to act as, and the Bank agrees to act as its transfer agent for the authorized and issued shares of beneficial interest, no par value per share of the Funds (Shares), and as the Trusts dividend disbursing agent.

1.2                                 The Bank agrees that it will perform the following services:

(a)                                  In accordance with the terms and conditions of the form of Participant Agreement, attached hereto as Exhibit A, the Bank shall:

(i)                                     Perform and facilitate the performance of purchases and redemption of Creation Units;

(ii)                                  Prepare and transmit by means of DTCs book-entry system payments for dividends and distributions declared by the Trust on behalf of the applicable Fund;

(iii)                               Maintain the record of the name and address of the Shareholder and the number of Shares issued by the Trust and held by the Shareholder;

(iv)                              Record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Funds outstanding.  The Bank shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust;

(v)                                 Prepare and transmit to the Trust and the Administrator and to any applicable securities exchange (as specified to the Bank by the Administrator or by the Trust) information with respect to purchases and redemptions of Shares;

(vi)                              On days that the Trust may accept orders for purchases or redemptions, calculate and transmit to the Bank and the Trusts administrator the number of outstanding Shares for each Fund;

(vii)                           On days that the Trust may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to the Bank, the Trust and DTC the amount of Shares purchased on such day;

(viii)                        Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request;

(ix)                                Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;

(x)                                   Extend the voting rights to the Shareholder and/or beneficial owners of Shares in accordance with the policies and procedures of DTC for book-entry only securities;

(xi)                                Maintain those books and records of the Trust specified by the Trust in Schedule A attached hereto;

(xii)                             Prepare a monthly report of all purchases and redemptions during such month on a gross transaction basis.  The monthly report shall show the counterpart and amount of each purchase on a daily basis net number of shares either redeemed or created for such Business Day;

(xiii)                          Receive from the Distributor (as defined in the Participant Agreement) purchase orders from Authorized Participants (as defined in the Participant Agreement) for Creation Unit aggregations of Shares received in good form and accepted by or on behalf of the Trust by the Distributor, transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of the applicable fund and hold such Shares in the account of the Shareholder for each of the respective Funds of the Trust;

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