0001104659-12-014101 Sample Contracts

AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • February 28th, 2012 • Powershares Actively Managed Exchange-Traded Fund Trust

Amended and Restated Master Distribution Agreement made as of April 30, 2009, by and between POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST, a Delaware statutory 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”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2012 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois

Amended and Restated Investment Advisory Agreement made as of April 30, 2009 between POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST, a Delaware statutory trust (“Trust”), and INVESCO 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”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 28th, 2012 • Powershares Actively Managed Exchange-Traded Fund Trust • Illinois

Amended and Restated Investment Sub-Advisory Agreement made as of April 14, 2010, by and among Invesco PowerShares Capital Management LLC (the “Adviser”) and each of Invesco Advisers, Inc., Invesco Asset Management Deutschland, GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (each a “Sub-Adviser” and collectively, the “Sub-Advisers”).

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