PARTICIPANT AGREEMENT

PowerShares Global Exchange-Traded Fund Trust

This Participant Agreement (this Agreement) is entered into between A I M Distributors, Inc.  (the Distributor), [                                                        ] (the Participant), and The Bank of New York (the Transfer Agent), and is subject to acceptance by PowerShares Global Exchange-Traded Fund Trust (the Trust).  The Transfer Agent serves as the Transfer Agent of the Trust and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (NSCC).  The Distributor, the Transfer Agent and the Participant acknowledge and agree that the Trust shall be a third-party beneficiary of the Agreement and shall receive the benefits contemplated by the Agreement to the extent specified herein.  The Distributor has been retained to provide certain services with respect to acting as principal underwriter of the Trust in connection with the creation and distribution of shares of beneficial interest par value 0.01 per share (Shares or Trust Shares) of the Series of the Trust (each a Fund) set forth on Schedule I attached hereto.  As specified in the Trusts Prospectus and Statement of Additional Information incorporated therein (together, the Prospectus) included as part of its Registration Statement as amended on Form N-1A.  Trust Shares may be created or redeemed only in aggregations of 100,000 shares, referred to therein and herein as a Creation Unit.  Capitalized terms not otherwise defined herein are used herein as defined in the Trusts Prospectus.

This Agreement is intended to set forth certain premises and the procedures by which the Participant may create and/or redeem Creation Units (i) through the Continuous Net Settlement (CNS) clearing processes of NSCC as such processes have been enhanced to effect creations and redemptions of Creation Units, such processes being referred to herein as the Trusts Clearing Process, or (ii) outside the Trusts Clearing Process (i.e., through the facilities of the Depository Trust Company (DTC)).  The parties hereto in consideration of the premises and of the agreements contained herein agree as follows:

1.                                       STATUS OF PARTICIPANT.  The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Trusts Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Trusts Prospectus, a Participating Party); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Trusts Clearing Process, it is a DTC Participant (as defined in the Trusts Prospectus, a DTC Participant).  The Participant may place orders for the creation or redemption of Creation Units either through the Trusts Clearing Process or outside the Trusts Clearing Process, subject to the procedures for creation and redemption referred to in paragraphs 2 and 3 of this Agreement and the procedures described in Attachment A hereto.  Any change in the foregoing status of the Participant shall terminate this Agreement, and the Participant shall give prompt notice to the Distributor and the Transfer Agent of such change.

The Participant further represents that it is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc.  (the NASD) or is exempt from or otherwise not required to be licensed as a broker-dealer or a member of the NASD.  The Participant is registered and/or licensed to act as a broker or dealer, or is otherwise exempt, as required according to all applicable laws of the state(s) in which the Participant conducts its activities as defined hereunder.  The Participant agrees to conform to the rules of the NASD (if it is a member of NASD) and the securities laws of any jurisdiction to the extent such laws, rules and regulations relate to the Participants transactions in, and activities with respect to the Trust Shares.

2.                                       EXECUTION OF ORDERS.  All orders for the creation or redemption of Creation Units shall be handled in accordance with the terms of the Trusts Prospectus, and the procedures described in Attachment A to this Agreement.  In the event the procedures include the use of recorded telephone lines,

the Participant hereby consents to such use.  (In the event that the Distributor voluntarily discloses or becomes legally compelled to disclose to any third party any recording involving communications between the Distributor and the Participant, the Distributor agrees to provide the Participant with reasonable notice so that the Participant may seek a protective order or other appropriate remedy or waive its right to do so.  In the event that such protective order or other remedy is not obtained, or the Participant waives its right to seek such protective order or remedy, the Distributor agrees to furnish only that portion of the recorded conversation that according to legal counsel is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation, provided that the Distributor shall not be required to incur any expenses in obtaining such treatment without reimbursement by the Participant).  The Trust reserves the right to issue additional or other procedures relating to the manner of creating or redeeming Creation Units, and the Participant, the Distributor and the Transfer Agent agree to comply with such procedures as may be issued from time to time, upon reasonable notice thereof.

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