0001104659-12-080528 Sample Contracts

AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • November 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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FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • November 28th, 2012 • Powershares Actively Managed Exchange-Traded Fund Trust • New York

AGREEMENT made as of March 28, 2008 by and between PowerShares Actively Managed Exchange-Traded Fund Trust, a Delaware statutory trust (the “Fund”), and The Bank of New York, a New York banking organization (“BNY”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • November 28th, 2012 • Powershares Actively Managed Exchange-Traded Fund Trust • New York

AGREEMENT made as of the day of March 28, 2008 by and between the POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST, a Delaware statutory 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”).

CUSTODY AGREEMENT
Custody Agreement • November 28th, 2012 • Powershares Actively Managed Exchange-Traded Fund Trust • New York

AGREEMENT, dated as of March 28, 2008 between PowerShares Actively Managed Exchange-Traded Fund Trust, a Delaware statutory trust, having its principal office and place of business at 301 West Roosevelt Road, Wheaton, Illinois 60187 (the “Fund”), and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

FORM OF PARTICIPANT AGREEMENT (EQUITY) PowerShares Actively Managed Exchange- Traded Fund Trust
Participant Agreement • November 28th, 2012 • Powershares Actively Managed Exchange-Traded Fund Trust • New York

This Certificate supersedes any prior certificate of Authorized Persons the Custodian may have on file. Any updates to the above list of Authorized Persons will be provided by the Authorized Participant as changes occur.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 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 • November 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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