PROSPECTUS. Initial Public Offering and Continuous Distribution August 24, 2017

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1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. PROSPECTUS Initial Public Offering and Continuous Distribution August 24, 2017 This prospectus qualifies the distribution of Canadian-dollar-denominated units (the CAD Units or Units ) of the following exchange-traded funds (each a PowerShares ETF and together the PowerShares ETFs ): Fixed Income PowerShares 1-10 Year Laddered Investment Grade Corporate Bond Index ETF ( PIB ) Equity Income PowerShares S&P/TSX REIT Income Index ETF ( REIT ) The PowerShares ETFs are exchange-traded mutual funds established as trusts under the laws of the Province of Ontario. Each PowerShares ETF seeks to replicate, to the extent reasonably possible and before fees and expenses, the performance of a specified market index (the Index ). See Investment Objectives. Invesco Canada Ltd. (the Manager ), a registered portfolio manager and investment fund manager, is the trustee, manager and portfolio manager of the PowerShares ETFs and is responsible for the administration of the PowerShares ETFs. See Organization and Management Details of the PowerShares ETFs Manager of the PowerShares ETFs and Organization and Management Details of the PowerShares ETFs Portfolio Manager. The Manager has retained Invesco PowerShares Capital Management LLC (the Sub-advisor ) to act as sub-advisor to the PowerShares ETFs. See Organization and Management Details of the PowerShares ETFs Sub-advisor. Listing of Units Each PowerShares ETF issues Units on a continuous basis and there is no maximum number of Units that may be issued. The Manager has applied to the Aequitas NEO Exchange Inc. ( the NEO Exchange ), on behalf of PIB, and has applied to the Toronto Stock Exchange (the TSX ), on behalf of REIT, to list the CAD Units of PIB on the NEO Exchange and the CAD Units of REIT on the TSX. The NEO Exchange has conditionally approved the listing of the CAD Units of PIB and the TSX has conditionally approved the listing of the CAD Units of REIT. Subject to satisfying the applicable exchange s listing requirements, the CAD Units of PIB will be listed on the NEO Exchange and the CAD Units of REIT will be listed on the TSX, and investors will be able to buy or sell Units on the applicable exchange through registered brokers and dealers in the province or territory where the investor resides. Investors may incur customary brokerage commissions in buying or selling Units. Unitholders may redeem Units in any number for cash, for a redemption price of 95% of the closing trading price of the Units, or may exchange a minimum of a prescribed number of Units (and any additional multiple thereof) for securities and cash or, in certain circumstances, for cash. See Redemption of Units. The PowerShares ETFs will issue Units directly to Designated Brokers and Dealers. The initial issuance of Units of a PowerShares ETF will not occur until it has received, in aggregate, subscriptions sufficient to satisfy the NEO Exchange s original listing requirements, in the case of PIB, and the TSX s original listing requirements, in the case of REIT.

2 Eligibility for Investment In the opinion of Borden Ladner Gervais LLP, the Units of a PowerShares ETF will be qualified investments under the Income Tax Act (Canada) (the Tax Act ) for a trust governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, tax-free savings account, deferred profit sharing plan or registered disability savings plan (a Registered Plan ) at any time that the PowerShares ETF qualifies or is deemed to qualify as a mutual fund trust for the purposes of the Tax Act or the Units are listed on a designated stock exchange within the meaning of the Tax Act, which includes the NEO Exchange and the TSX. Unitholders should consult their own tax advisors for advice on whether Units of a PowerShares ETF would be a prohibited investment under the Tax Act for their Registered Plans. See Eligibility for Investment. Additional Consideration No Dealer or Designated Broker has been involved in the preparation of the prospectus or has performed any review of the contents of the prospectus and, as such, the Dealers and the Designated Brokers do not perform many of the usual underwriting activities in connection with the distribution by the PowerShares ETFs of their Units under this prospectus. For a discussion of the risks associated with an investment in Units of the PowerShares ETFs, see Risk Factors. Registration of interests in, and transfer of, the Units will be made only through CDS Clearing and Depository Services Inc. Beneficial owners will not have the right to receive physical certificates evidencing their ownership. Each PowerShares ETF is a mutual fund under the securities legislation of certain provinces and territories of Canada. Trademarks All rights in the FTSE TMX Canada Investment Grade 1-10 Year Laddered Corporate Bond Index vest in FTSE TMX Global Debt Capital Markets Inc. ( FTSE TMX ). FTSE is a trademark of FTSE International Limited and is used under licence. TMX is a trademark of TSX Inc. and is used under licence. S&P, Standard & Poor s and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ) and S&P/TSX Capped REIT Income Index is a trademark of S&P Dow Jones Indices LLC ( S&P Dow Jones ) and/or its affiliates and/or third party licensors. TSX is a registered trademark of TSX, Inc. FTSE TMX and S&P Dow Jones are each an Index Provider. The Manager has licensed or sublicensed the foregoing trademarks and service marks, as the case may be, in connection with the applicable PowerShares ETF. The PowerShares ETFs are not in any way sponsored, endorsed, sold or promoted by the Index Providers and the Index Providers make no representation or warranty, express or implied, regarding the advisability of investing in securities generally or in the PowerShares ETFs particularly or the ability of the applicable Indices to track general market performance. Invesco and all associated trademarks are trademarks of Invesco Holding Company Limited, used under licence. PowerShares and all associated trademarks are trademarks of Invesco PowerShares Capital Management LLC, used under licence. Documents Incorporated by Reference Additional information about each PowerShares ETF is available in the most recently filed summary document, in the most recently filed annual financial statements, any interim financial report filed after those annual financial statements, the most recently filed annual management report of fund performance ( MRFP ) and any interim MRFP filed after that annual MRFP. These documents are incorporated by reference into, and legally form an integral part of, this prospectus. See Documents Incorporated by Reference for further details. - ii -

3 TABLE OF CONTENTS IMPORTANT TERMS... 1 PROSPECTUS SUMMARY... 5 SUMMARY OF FEES AND EXPENSES OVERVIEW OF THE LEGAL STRUCTURE OF THE POWERSHARES ETFS INVESTMENT OBJECTIVES INVESTMENT STRATEGIES OVERVIEW OF THE SECTORS IN WHICH THE POWERSHARES ETFS INVEST INVESTMENT RESTRICTIONS FEES AND EXPENSES RISK FACTORS DISTRIBUTION POLICY PURCHASES OF UNITS REDEMPTION OF UNITS INCOME TAX CONSIDERATIONS ELIGIBILITY FOR INVESTMENT ORGANIZATION AND MANAGEMENT DETAILS OF THE POWERSHARES ETFS CALCULATION OF NET ASSET VALUE ATTRIBUTES OF THE UNITS UNITHOLDER MATTERS TERMINATION OF THE POWERSHARES ETFS RELATIONSHIP BETWEEN THE POWERSHARES ETFS AND DEALERS PRINCIPAL HOLDERS OF SECURITIES OF THE POWERSHARES ETFS PROXY VOTING DISCLOSURE FOR PORTFOLIO SECURITIES HELD MATERIAL CONTRACTS LEGAL AND ADMINISTRATIVE PROCEEDINGS EXPERTS EXEMPTIONS AND APPROVALS OTHER MATERIAL FACTS PURCHASERS STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION DOCUMENTS INCORPORATED BY REFERENCE INDEPENDENT AUDITOR S REPORT CERTIFICATE OF THE POWERSHARES ETFS, THE TRUSTEE, MANAGER AND PROMOTER... C-1

4 IMPORTANT TERMS Unless otherwise indicated, all references to dollar amounts in this prospectus are to Canadian dollars and all references to times in this prospectus are to Toronto time. Adjustment Day a Valuation Date designated by the Manager or any applicable sub-advisor to effect a rebalancing in accordance with Article V of the Declaration of Trust. Basket of Securities in relation to a particular PowerShares ETF means: (i) a group of some or all of the Constituent Securities held, to the extent reasonably possible, in approximately the same proportion as they are reflected in the applicable Index; (ii) a group of some or all of the Constituent Securities and other securities selected by the Sub-advisor from time to time that collectively reflect the aggregate investment characteristics of, or a representative sample of, the applicable Index; or (iii) securities of one or more PowerShares portfolios that, individually or collectively, replicate or substantially replicate the applicable Index. CAD Units the Canadian-dollar-denominated units of each of the PowerShares ETFs. Canadian securities legislation the securities legislation in force in each province and territory of Canada, all regulations, rules, orders and policies made thereunder and all multilateral and national instruments adopted by the securities regulatory authorities, as the same may be amended, restated or replaced from time to time. CDS CDS Clearing and Depository Services Inc. CDS Participant a registered dealer or other financial institution that is a participant in CDS and that holds Units on behalf of beneficial owners of Units. CIBC - Canadian Imperial Bank of Commerce. Constituent Issuers in relation to a particular Index, the issuers that are included from time to time in that Index as selected by the Index Provider. Constituent Securities in relation to a particular Index, the specific class or series of securities of the Constituent Issuers included in that Index, and may include negotiable financial instruments that represent such securities. CRA the Canada Revenue Agency. Creation Date means August 22, Custodian CIBC Mellon Trust Company or its successor. Custodian Agreement the custodian agreement dated June 6, 2011 between the Manager, on behalf of, among others, the PowerShares ETFs, the Custodian and certain affiliates of the Custodian, as the same may be amended or restated from time to time. Cut-Off Time in relation to each issuance or exchange of a particular PowerShares ETF, the applicable time set out under Purchases of Units Issuance of Units. DBRS DBRS Limited. Dealer a registered dealer (that may or may not be a Designated Broker) that has entered into a continuous distribution dealer agreement with the Manager, on behalf of one or more PowerShares ETFs, and that subscribes for and purchases Units from such PowerShares ETFs as described under Purchases of Units Issuance of Units.

5 Declaration of Trust the amended and restated master declaration of trust establishing the PowerShares ETFs dated June 6, 2011, as amended and restated as of January 4, 2012, July 7, 2014, March 19, 2015, February 29, 2016, March 10, 2016 and January 12, 2017, as the same may be further amended or restated from time to time. Designated Broker a registered dealer that has entered into a designated broker agreement with the Manager, on behalf of one or more PowerShares ETFs, pursuant to which the Designated Broker agrees to perform certain duties in relation to those PowerShares ETFs. distribution payment date a date, which is no later than the tenth business day following the applicable distribution record date, on which a PowerShares ETF pays a distribution to its Unitholders. distribution record date a date designated by the Manager as a record date for the determination of Unitholders entitled to receive a distribution from a PowerShares ETF. Fitch Fitch Ratings, Inc. or its affiliates. FTSE TMX FTSE TMX Global Debt Capital Markets Inc. Fund Administration Services Agreement the agreement dated June 6, 2011 between the Manager and the Fund Administrator, as the same may be amended or restated from time to time. Fund Administrator or GSS CIBC Mellon Global Securities Services Company or its successor. Index/Indices a benchmark or index, provided by an Index Provider, that is used by a PowerShares ETF in relation to the PowerShares ETF s investment objective and includes, as required, a replacement or alternative benchmark or index that applies substantially similar criteria to those currently used by the Index Provider for the benchmark or index and/or a successor index that is generally comprised of, or would be generally comprised of, the same Constituent Securities as the benchmark or index. Index License Agreement each agreement pursuant to which the Manager licenses or sublicenses one or more Indices for use by the PowerShares ETFs. Index Provider FTSE TMX or S&P Dow Jones, in each case with which, or in respect of which, the Manager has entered into licensing arrangements pursuant to an Index License Agreement to use the relevant Index and certain trademarks in connection with the operation of the applicable PowerShares ETF. IRC the Independent Review Committee of the PowerShares ETFs. Management Agreement the amended and restated management agreement dated June 6, 2011, as amended and restated as of January 4, 2012, July 7, 2014, March 19, 2015, February 29, 2016 and January 12, 2017, between Invesco Canada Ltd., as trustee of the PowerShares ETFs, and the Manager, as the same may be further amended or restated from time to time. Manager Invesco Canada Ltd., a corporation amalgamated under the laws of Ontario, or its successor. Moody s Moody s Canada Inc. or its affiliate. MRFP management report of fund performance as defined in NI NAV and NAV per Unit in relation to a particular PowerShares ETF, the net asset value of the PowerShares ETF and the net asset value per Unit, calculated by the Fund Administrator as described in Calculation of Net Asset Value. NI National Instrument Investment Funds, as the same may be amended, restated or replaced from time to time

6 NI National Instrument Investment Fund Continuous Disclosure, as the same may be amended, restated or replaced from time to time. NI National Instrument Independent Review Committee for Investment Funds, as the same may be amended, restated or replaced from time to time. Plan Agent AST Trust Company (Canada) or its successor, as the plan agent under the Reinvestment Plan. Plan Participant a Unitholder that participates in any Reinvestment Plan. Plan Units additional Units acquired in the market by the Plan Agent under any Reinvestment Plan. Portfolio Manager Invesco Canada Ltd., a corporation amalgamated under the laws of Ontario, or its successor. PowerShares ETFs collectively, PIB and REIT, each an investment trust established under the laws of Ontario pursuant to the Declaration of Trust. PowerShares portfolio a PowerShares exchange-traded fund that is listed and traded on a stock exchange. Prescribed Number of Units in relation to a particular PowerShares ETF, the number of Units determined by the Manager from time to time for the purpose of subscription orders, exchanges, redemptions or for other purposes. Registered Plans registered retirement savings plans, registered retirement income funds, registered education savings plans, tax-free savings accounts, deferred profit sharing plans and registered disability savings plans. Registrar and Transfer Agent AST Trust Company (Canada) or its successor. Reinvestment Plan means any distribution reinvestment plan offered by the Manager for some or all of the PowerShares ETFs. REITs real estate investment trusts. Securities Lending Agent The Bank of New York Mellon or its successor. Securities Lending Authorization Agreement the securities lending authorization agreement dated August 15, 2016, as the same may be amended or restated from time to time, by and among the Manager in its capacity as manager, the Manager on behalf of the PowerShares ETFs, GSS, the Custodian, CIBC and the Securities Lending Agent. securities regulatory authorities the securities commission or similar regulatory authority in each province and territory of Canada that is responsible for administering the Canadian securities legislation in force in such province or territory. S&P Standard & Poor s Ratings Services (Canada) or its affiliate. S&P Dow Jones S&P Dow Jones Indices LLC. Sub-advisor Invesco PowerShares Capital Management LLC, a limited liability corporation established under the laws of Delaware, or its successor. Sub-advisory Agreement the amended and restated agreement dated June 6, 2011, as amended and restated as of February 29, 2016, between the Portfolio Manager and the Sub-advisor, as the same may be amended or restated from time to time. Summary Document a document that summarizes certain features of Units of a PowerShares ETF

7 T + 2 Settlement Cycle means a standard settlement cycle requiring transactions to be settled two business days following the Trading Day. T + 2 Transition Date means September 5, 2017 or such later date where the Canadian Securities Administrators have completed the transition of the standard settlement cycle from a T + 3 Settlement Cycle to a T + 2 Settlement Cycle. T + 3 Settlement Cycle means a standard settlement cycle requiring transactions to be settled three business days following the Trading Day. Tax Act the Income Tax Act (Canada) and the regulations issued thereunder, as amended, restated or replaced from time to time. the NEO Exchange the Aequitas NEO Exchange Inc. Trading Day for each PowerShares ETF, unless otherwise agreed by the Manager, a day on which: (i) a session of the exchange on which that PowerShares ETF is listed is held; (ii) the primary market or exchange for the securities held by the PowerShares ETF is open for trading; and (iii) the Index Provider calculates and publishes data relating to the Index of the PowerShares ETF. TSX the Toronto Stock Exchange. Unit in relation to a particular PowerShares ETF, a redeemable, transferable unit of a PowerShares ETF, which represents an equal, undivided interest in a PowerShares ETF, and includes a CAD Unit. Unitholder a holder of Units of a PowerShares ETF. Valuation Date each business day or any other day designated by the Manager on which the NAV and NAV per Unit of a PowerShares ETF is calculated. Valuation Time 4:00 p.m. (Toronto time) or such other time that the Manager deems appropriate on each Valuation Date

8 PROSPECTUS SUMMARY The following is a summary of the principal features of the Units of the PowerShares ETFs and should be read together with the more detailed information and statements contained elsewhere in this prospectus or incorporated by reference in this prospectus. Issuers: PowerShares 1-10 Year Laddered Investment Grade Corporate Bond Index ETF ( PIB ) PowerShares S&P/TSX REIT Income Index ETF ( REIT ) (each, a PowerShares ETF and, collectively, the PowerShares ETFs ). Each PowerShares ETF is an exchange-traded mutual fund established as a trust under the laws of Ontario. Invesco Canada Ltd. is the trustee, manager and portfolio manager of the PowerShares ETFs. Units: Continuous Distribution: Each PowerShares ETF offers CAD Units, also referred to as Units. Units of the PowerShares ETFs are being offered on a continuous basis and there is no maximum number of Units that may be issued. The Manager has applied to the NEO Exchange, on behalf of PIB, and has applied to the TSX, on behalf of REIT, to list the CAD Units of PIB on the NEO Exchange and the CAD Units of REIT on the TSX. The NEO Exchange has conditionally approved the listing of the CAD Units of PIB and the TSX has conditionally approved the listing of the CAD Units of REIT. Subject to satisfying the applicable exchange s original listing requirements, the CAD Units of PIB will be listed on the NEO Exchange and the CAD Units of REIT will be listed on the TSX, and investors will be able to buy or sell Units on the applicable exchange through registered brokers and dealers in the province or territory where the investor resides. Investors may incur customary brokerage commissions in buying or selling Units. Investors may trade Units in the same way as other listed securities, including by using market orders and limit orders. The PowerShares ETFs will issue Units directly to Designated Brokers and Dealers. From time to time, as may be agreed between a prospective purchaser and the Designated Brokers or the Dealers, the Designated Brokers and the Dealers may agree to accept Constituent Securities as payment for Units from prospective purchasers. The initial issuance of Units of a PowerShares ETF will not occur until it has received, in aggregate, subscriptions sufficient to satisfy the NEO Exchange s original listing requirements, in the case of PIB, and the TSX s original listing requirements, in the case of REIT. See Purchases of Units Issuance of Units and Purchases of Units Buying and Selling Units

9 Investment Objectives: PowerShares ETF PIB REIT Investment Objectives PIB seeks to replicate, to the extent reasonably possible and before fees and expenses, the performance of the FTSE TMX Canada Investment Grade 1-10 Year Laddered Corporate Bond Index, or any successor thereto. This PowerShares ETF invests, directly or indirectly, primarily in Canadian investment-grade corporate bonds. REIT seeks to replicate, to the extent reasonably possible and before fees and expenses, the performance of the S&P/TSX Capped REIT Income Index, or any successor thereto. This PowerShares ETF invests, directly or indirectly, primarily in real estate investment trusts (REITs) listed on a Canadian exchange. See Investment Objectives Investment Objectives of the PowerShares ETFs. The Indices: PowerShares ETF Index PIB FTSE TMX Canada Investment Grade 1-10 Year Laddered Corporate Bond Index REIT S&P/TSX Capped REIT Income Index See Investment Objectives The Indices. Investment Strategies: In order to achieve its investment objective, each PowerShares ETF will hold the Constituent Securities of the applicable Index in approximately the same proportion as they are reflected in that Index. In the alternative, each PowerShares ETF may hold securities of one or more PowerShares portfolios that, individually or collectively, replicate or substantially replicate the applicable Index. Each PowerShares ETF may, in certain circumstances and at the discretion of the Sub-advisor, employ the sampling methodology described below. Sampling generally involves the use of quantitative analysis to select either a subset of the Constituent Securities from the applicable Index or a combination of some or all of the Constituent Securities from the applicable Index and other securities that are not part of that Index. In any case, the representative sample of securities selected by the Sub-advisor should have, in the aggregate, the investment characteristics that are similar to the applicable Index, based on factors such as market capitalization, industry weightings, key risk factors, performance attributes, duration, maturity, credit quality, yield and coupon, as applicable. The Sub-advisor will analyze the representative sample of securities held by a PowerShares ETF at least once during each business day and may effect a rebalancing as a result of this analysis. It is expected that the Sub-advisor will use this sampling methodology where it is difficult to acquire the necessary Constituent Securities of the applicable Index, where the asset levels of the PowerShares ETF do not allow for the holding of all of the Constituent Securities or where it is otherwise beneficial to the PowerShares ETF to do so. If a PowerShares ETF holds securities of one or more PowerShares portfolios, money market funds or other cash management investment vehicles managed by the Manager or an affiliate of the Manager, there shall be no duplication of management fees chargeable in connection with the PowerShares ETF and its investment in these investment funds or vehicles. See Investment Strategies. Special Considerations for Purchasers: The provisions of the so-called early warning reporting requirements in Canadian securities legislation do not apply if a person or company acquires 10% or more of the Units of a PowerShares ETF. The PowerShares ETFs have obtained exemptive relief to permit Unitholders to acquire more than 20% of the Units of any PowerShares ETF without regard to the takeover bid requirements of applicable Canadian securities legislation

10 The Units of each PowerShares ETF are, in the opinion of the Manager, index participation units within the meaning of NI No purchases of Units of a PowerShares ETF should be made solely in reliance on the opinion of the Manager. A mutual fund wishing to invest in Units of a PowerShares ETF should make its own assessment of its ability to do so after careful consideration of the relevant provisions of NI , including, but not limited to, whether the Units of the applicable PowerShares ETF should be considered index participation units, as well as the control, concentration and certain of the fund-of-funds restrictions. See Purchases of Units Special Considerations for Unitholders. Risk Factors: There are certain general risk factors inherent in an investment in the PowerShares ETFs, including: (i) general risks of investments; (ii) country risk; (iii) small issuer risk; (iv) the risks associated with index investment and passive investment strategies; (v) the risk of error in replicating or tracking the applicable Index; (vi) the risks associated with the use of a sampling methodology; (vii) the risk associated with rebalancing events and the subscriptions for Units by Designated Brokers and Dealers; (viii) the risks regarding the calculation and termination of the Indices; (ix) the risk that Units may trade at a premium or a discount to the NAV per Unit; (x) fluctuations in the NAV and NAV per Unit of the PowerShares ETFs; (xi) the possibility that the PowerShares ETFs will be unable to acquire or dispose of illiquid securities; (xii) the PowerShares ETFs may have investment objectives that are less diversified than the overall market; (xiii) the risks associated with the use of derivative instruments; (xiv) the risks of an absence of an active market for the Units and the lack of operating history; (xv) counterparty risks associated with securities lending; (xvi) changes in legislation, including tax legislation; (xvii) risks relating to the taxation of the PowerShares ETFs and Unitholders; and (xviii) the trading of Units may be halted in certain circumstances. See Risk Factors General Risks Relating to an Investment in the PowerShares ETFs. In addition to the general risk factors above, the following additional risk factors are inherent in an investment in certain Units of a PowerShares ETF, in each case as described below: (i) (ii) PIB is subject to the general risks of debt instruments, credit risk and call risk; and REIT is subject to the general risks of equity investments, the risk that the Constituent Securities may be cease traded and sector risk. See Risk Factors Additional Risks Relating to an Investment in Certain Units. Income Tax Considerations: Each year a Unitholder (other than a Registered Plan) is generally required to include in the calculation of income for tax purposes the amount, calculated in Canadian dollars, of any income and the taxable portion of any capital gains of the PowerShares ETF distributed to the Unitholder in the year, whether or not the distribution is paid in cash or reinvested in additional Units. A Unitholder will generally realize a capital gain (or loss) on the sale, redemption, exchange or other disposition of a Unit to the extent that the proceeds of disposition for the Unit exceed (or are less than) the total of the adjusted cost base to the Unitholder of the Unit and any reasonable costs of disposition, each calculated in Canadian dollars

11 See Income Tax Considerations. Exchanges and Redemptions: In addition to the ability to sell Units through a marketplace like the NEO Exchange, in the case of PIB, and the TSX, in the case of REIT, Unitholders may (i) redeem Units in any number for cash for a redemption price of 95% of the closing trading price of the Units, or (ii) exchange a minimum of a Prescribed Number of Units (and any additional multiple thereof) for Baskets of Securities and cash or, in certain circumstances, for cash. See Redemption of Units. Distributions: The frequency of cash distributions on Units of the PowerShares ETFs is set out in the table below. The Manager may, in its discretion, change the frequency of cash distributions, and will issue a press release if such a change is made. Cash distributions consist primarily of income but may, at the Manager s discretion, include capital gains and/or returns of capital. Cash distributions will be paid in Canadian dollars. PowerShares ETF PIB REIT Frequency of Cash Distribution Monthly Monthly Each PowerShares ETF distributes a sufficient amount of its net income and net realized capital gains to Unitholders for each taxation year so that the PowerShares ETF will not be liable for ordinary income tax. To the extent that a PowerShares ETF has not otherwise distributed a sufficient amount of its net income or net realized capital gains, a distribution will be paid to Unitholders at the end of the year and that distribution will be automatically reinvested in additional Units. Immediately following such reinvestment, the number of Units outstanding will be consolidated so that the NAV per Unit following the distribution and reinvestment is the same as it would have been if the distribution had not been paid. The tax treatment to Unitholders of distributions is discussed under the heading Income Tax Considerations. See Distribution Policy. Distribution Reinvestment: The Manager may implement a Reinvestment Plan for one or more of the PowerShares ETFs under which cash distributions are used to acquire Plan Units in the market, and are credited to the account of the Plan Participant through CDS. Following implementation of the Reinvestment Plan for a PowerShares ETF, a Unitholder may elect to participate in the Reinvestment Plan by contacting the CDS Participant through which the Unitholder holds his, her or its Units. See Distribution Policy Reinvestment Plan. Termination: The PowerShares ETFs do not have a fixed termination date but may be terminated by the Manager upon not less than 60 days written notice to Unitholders. See Termination of the PowerShares ETFs. If an Index Provider ceases to calculate an Index or the Index License Agreement in respect of an Index is terminated, the Manager may: (i) terminate the applicable PowerShares ETF on not less than 60 days notice to Unitholders; (ii) change the investment objective of the applicable PowerShares ETF or seek to replicate an alternative index (subject to any Unitholder approval in accordance with Canadian securities legislation); or (iii) make such other arrangement as the Manager considers appropriate and in the best interests of Unitholders of the PowerShares ETF in the circumstances. See Investment Objectives The Indices Termination of the Indices

12 Documents Incorporated by Reference: Additional information about each PowerShares ETF is available in the most recently filed Summary Document, in the most recently filed annual financial statements, any interim financial report filed after those annual financial statements, the most recently filed annual MRFP and any interim MRFP filed after that annual MRFP. These documents are incorporated by reference into, and legally form an integral part of, this prospectus. These documents are publicly available on the Manager s website at powershares.ca and may be obtained upon request, at no cost, by calling (English) or (French) or by contacting a registered dealer. These documents and other information about the PowerShares ETFs are also publicly available at sedar.com. See Documents Incorporated by Reference. Eligibility for Investment: The Units of a PowerShares ETF will be a qualified investment under the Tax Act for a Registered Plan at any time that the PowerShares ETF qualifies or is deemed to qualify as a mutual fund trust under the Tax Act or that the Units are listed on a designated stock exchange within the meaning of the Tax Act, which includes the NEO Exchange and the TSX. PIB has applied to list its Units on the NEO Exchange and REIT has applied to list its Units on the TSX. Unitholders should consult their own tax advisors for advice on whether Units of a PowerShares ETF would be a prohibited investment under the Tax Act for their Registered Plan. See Eligibility for Investment. ORGANIZATION AND MANAGEMENT OF THE POWERSHARES ETFs Manager: Invesco Canada Ltd. is the Manager of the PowerShares ETFs and is responsible for the administration and operations of the PowerShares ETFs. The Manager is a wholly-owned indirect subsidiary of Invesco Ltd. Invesco Ltd. is a global asset management company that provides investment management services to institutions and individual investors. The registered office of the PowerShares ETFs and the Manager is located at 5140 Yonge Street, Suite 800, Toronto, Ontario, M2N 6X7. The Manager carries on business under the name Invesco. See Organization and Management Details of the PowerShares ETFs Manager of the PowerShares ETFs. Trustee: Invesco Canada Ltd. is the trustee of each PowerShares ETF pursuant to the Declaration of Trust and holds title to the assets of each PowerShares ETF in trust for the Unitholders. See Organization and Management Details of the PowerShares ETFs Trustee. Portfolio Manager: Invesco Canada Ltd. has been appointed portfolio manager to the PowerShares ETFs. The Portfolio Manager provides, or causes to be provided, investment management services with respect to the PowerShares ETFs. The Portfolio Manager has the authority to appoint sub-advisors to provide investment management services in respect of the PowerShares ETFs. The Portfolio Manager is responsible for the investment advice provided by the sub-advisor. See Organization and Management Details of the PowerShares ETFs Portfolio Manager. Sub-advisor: Invesco Canada Ltd., acting as Portfolio Manager, has retained its affiliate Invesco PowerShares Capital Management LLC to act as sub-advisor to the PowerShares ETFs. The Sub-advisor manages the investment portfolios of the PowerShares ETFs, provides analysis and makes investment decisions. The Sub-advisor is a registered investment adviser in the United States with offices based in Downers Grove, Illinois. As the Sub-advisor is resident outside Canada and all or a substantial portion of its assets are situated outside Canada, there may be difficulty in enforcing any legal rights against it. The Portfolio Manager is responsible for the investment advice that the Subadvisor provides to the PowerShares ETFs. The Portfolio Manager may, in the future, retain one or - 9 -

13 more other non-canadian affiliates to act as a sub-advisor in respect of the cash portion of each PowerShares ETF s portfolio. See Organization and Management Details of the PowerShares ETFs Sub-advisor. Promoter: Invesco Canada Ltd. has taken the initiative in founding and organizing the PowerShares ETFs and is, accordingly, the promoter of the PowerShares ETFs within the meaning of securities legislation of certain provinces and territories of Canada. See Organization and Management Details of the PowerShares ETFs Promoter. Custodian: CIBC Mellon Trust Company, at its principal offices in Toronto, Ontario, is the Custodian of the assets of the PowerShares ETFs and holds those assets in safekeeping. The Custodian is entitled to receive fees from the Manager as described under Fees and Expenses and to be reimbursed for all expenses and liabilities that are properly incurred by the Custodian in connection with the activities of the PowerShares ETFs. See Organization and Management Details of the PowerShares ETFs Custodian. Registrar and Transfer Agent: AST Trust Company (Canada), at its principal office in Toronto, Ontario, is the Registrar and Transfer Agent for the Units of the PowerShares ETFs and maintains the register of registered Unitholders. The register of the PowerShares ETFs is kept in Toronto, Ontario. See Organization and Management Details of the PowerShares ETFs Registrar and Transfer Agent. Securities Lending Agent: The Manager, on behalf of the PowerShares ETFs, has engaged The Bank of New York Mellon as Securities Lending Agent. The Securities Lending Agent acts as agent for securities lending transactions for the PowerShares ETFs. The Securities Lending Agent is responsible for the ongoing administration of the securities loans, including the obligation to mark-to-market the collateral on a daily basis. The Securities Lending Agent is independent of the Manager. The principal office of the Securities Lending Agent is located in New York City, New York. See Organization and Management Details of the PowerShares ETFs Securities Lending Agent. Auditor: PricewaterhouseCoopers LLP, at its principal offices in Toronto, Ontario, is the auditor of the PowerShares ETFs. The auditor audits each PowerShares ETF s annual financial statements and provides an opinion as to whether they present fairly the PowerShares ETF s financial position, financial performance and cash flows. The auditor is independent of the Manager. See Organization and Management Details of the PowerShares ETFs Auditor. Fund Administrator: CIBC Mellon Global Securities Services Company, at its principal offices in Toronto, Ontario, is the Fund Administrator. The Fund Administrator is responsible for certain aspects of the day-today administration of the PowerShares ETFs, including NAV calculations, accounting for net income and net realized capital gains of the PowerShares ETFs and maintaining books and records with respect to each PowerShares ETF. See Organization and Management Details of the PowerShares ETFs Fund Administrator

14 SUMMARY OF FEES AND EXPENSES This table lists the fees and expenses that an investor may have to pay if the investor invests in the PowerShares ETFs. An investor may have to pay some of these fees and expenses directly. The PowerShares ETFs may have to pay some of these fees and expenses, which will therefore reduce the value of an investment in the PowerShares ETFs. See Fees and Expenses. Fees and Expenses Payable by the PowerShares ETFs Type of Fee Management Fee: Amount and Description Each PowerShares ETF pays a management fee, plus applicable taxes, to the Manager based on the annual rate set forth in the table below and the NAV of the PowerShares ETF. This management fee is calculated and accrued daily. The management fee is payable on a weekly basis from the PowerShares ETF to the Manager except at month-end when there may be an extra payment. PowerShares ETFs PIB REIT Management Fee (annual rate) 0.25% of NAV 0.45% of NAV Certain Expenses: The only expenses payable by the PowerShares ETFs are the applicable (i) management fee, (ii) brokerage expenses and commissions, (iii) the fees under any derivative instrument used by the applicable PowerShares ETF, (iv) the cost of complying with governmental or regulatory requirements introduced after the applicable Creation Date, (v) any goods and services or harmonized sales taxes on those expenses and (vi) any income, withholding or other taxes. These expenses, other than the management fee and any applicable goods and services or harmonized sales taxes on the management fee, are the operating expenses payable by each PowerShares ETF. As required by applicable law, the expenses associated with the operation of the IRC are payable by each PowerShares ETF; however, the Manager is permitted to reimburse each PowerShares ETF for these expenses, and the Manager will ensure that each PowerShares ETF does not bear these expenses. Fees and Expenses Payable by the Manager Type of Fee Other Expenses: Amount and Description Other than the expenses payable by the PowerShares ETFs, as described above, and any termination costs that may be allocated by the Manager to a PowerShares ETF, the Manager is responsible for all of the other costs and expenses of the PowerShares ETFs. These costs and expenses include the fees payable to the Custodian, the Registrar and Transfer Agent, the Fund Administrator, the Subadvisor, the auditor and other service providers retained by the Manager as described under Organization and Management Details of the PowerShares ETFs Manager of the PowerShares ETFs Duties and Services to be Provided by the Manager. Fees and Expenses Payable Directly by Unitholders Other Charges: An amount of up to 0.25% of the issue, exchange or redemption price, as the case may be, of a PowerShares ETF may be charged to offset certain transaction costs associated with an issue, exchange or redemption of Units of that PowerShares ETF. This charge

15 does not apply to Unitholders who buy and sell their Units through the facilities of a marketplace like the NEO Exchange or the TSX. See Purchases of Units and Redemption of Units. See Fees and Expenses

16 OVERVIEW OF THE LEGAL STRUCTURE OF THE POWERSHARES ETFs The PowerShares ETFs are exchange-traded funds established as trusts under the laws of the Province of Ontario. The PowerShares ETFs have been established pursuant to the Declaration of Trust. Each PowerShares ETF is a mutual fund under the securities legislation of certain provinces and territories of Canada. The principal office of the PowerShares ETFs and the Manager is located at 5140 Yonge Street, Suite 800, Toronto, Ontario, M2N 6X7. Investment Objectives of the PowerShares ETFs INVESTMENT OBJECTIVES The PowerShares ETFs are exchange-traded funds established as trusts under the laws of the Province of Ontario. Each PowerShares ETF seeks to replicate, to the extent reasonably possible and before fees and expenses, the performance of a specified market index. PowerShares 1-10 Year Laddered Investment Grade Corporate Bond Index ETF PIB seeks to replicate, to the extent reasonably possible and before fees and expenses, the performance of the FTSE TMX Canada Investment Grade 1-10 Year Laddered Corporate Bond Index, or any successor thereto. This PowerShares ETF invests, directly or indirectly, primarily in Canadian investment-grade corporate bonds. PowerShares S&P/TSX REIT Income Index ETF REIT seeks to replicate, to the extent reasonably possible and before fees and expenses, the performance of the S&P/TSX Capped REIT Income Index, or any successor thereto. This PowerShares ETF invests, directly or indirectly, primarily in real estate investment trusts (REITs) listed on a Canadian exchange. Change in an Index The Manager may, subject to any required Unitholder approval, change the Index tracked by a PowerShares ETF to another widely-recognized index in order to provide investors with substantially the same exposure to the asset class to that which the PowerShares ETF is currently exposed. If the Manager changes the Index, or any index replaces such Index, the Manager will issue a press release identifying the new Index, describing its constituent securities and specifying the reasons for the change in the Index. The Indices FTSE TMX Canada Investment Grade 1-10 Year Laddered Corporate Bond Index The FTSE TMX Canada Investment Grade 1-10 Year Laddered Corporate Bond Index (in this section, referred to as the PIB Index ) is a bond index comprised of Canadian investment-grade corporate bonds rated BBB or higher in the composite FTSE TMX rating methodology. The ratings used are derived from the ratings provided by S&P, Moody s, DBRS and Fitch. The PIB Index is divided into nine maturity buckets with staggered maturity levels: years, years, years, years, years, years, years, years and years. The bonds in the PIB Index are drawn from the larger FTSE TMX Canada Universe Bond Index. Bonds eligible for inclusion in the PIB Index must have a minimum issue size of $300 million, be within ten years of their issue date, and have recorded at least 20 trades of $500,000 or greater over the three months preceding May 15 of that calendar year, as reported by CDS. The trading requirement is waived for bonds issued in the most recent three months

17 Corporate securitization (including asset-backed) bonds and amortizing bonds are not eligible for inclusion in the PIB Index. As part of FTSE TMX s indices that measure the performance of the Canadian fixed income market, the PIB Index uses a rules-based methodology as further described below. The target number of bonds in a maturity bucket is 10. If fewer than the target number of bonds qualify as eligible, the maturity bucket is created with as many bonds that qualify. The PIB Index s Constituent Securities are reviewed and rebalanced annually on May 31, using data from May 15 to conform to the stated selection criteria. On each annual rebalancing, the bonds from each maturity bucket roll out to the next lower bucket. At the annual rebalancing, bonds are added when creating a new maturity bucket or when an existing maturity bucket has fewer than the target number of bonds and any bond whose weight has moved by more than ten percent away from equal weight is reweighted back to equal weight. Bonds with a remaining maturity of less than one year are removed. If a bond is downgraded to below BBB in the composite FTSE TMX rating methodology, then the bond will be removed from the PIB Index and replaced on the fifteenth day of the following month. In addition, if a bond is called, it will be removed from the PIB Index on the call date. Where a bond is removed because of a downgrade or because it has been called, it is replaced using the process for adding new bonds described below. The process for adding new bonds is to repeat the following steps until the desired number of bonds is added: (i) identify eligible bonds with the desired maturity range ( years for a new maturity bucket); (ii) order the bonds first by most recent issue date, then by maturity, and select the longest maturity bonds in the range up to the desired number, giving preference to those issued most recently; and (iii) if the next bond on the list will cause any industry sector s exposure to exceed 60% in the maturity bucket, skip this bond and evaluate the following bond on the list. If no bond is eligible to be added, then the weight of the removed bond is equally reallocated to the remaining bonds in that bucket. You can find information about the PIB Index s methodology at FTSE_TMX_Canada_Investment_Grade_1-10_Year_Laddered_Corporate_Bond_Index.pdf. S&P/TSX Capped REIT Income Index The S&P/TSX Capped REIT Income Index (in this section, referred to as the REIT Index ) is an equity index designed to measure the performance of real estate investment trust (REIT) companies in the S&P/TSX Composite Index (the broader index ). In order to be eligible for the REIT Index, the security must, on the rebalancing reference date, be classified as part of the Equity Real Estate Investment Trusts (REITs) Industry in accordance with the Global Industry Classification Standard (GICS ) and have a minimum income distribution yield history of 36 months prior to the rebalancing reference date. The REIT Index employs a modified market capitalization weighting scheme. At each rebalancing, constituent weights are determined as follows: (i) the income distribution yield for each stock is calculated using data as of the rebalancing reference date. Income distribution yield is calculated as the trailing 12-month income distributions divided by the stock price as of the rebalancing reference date. This is repeated for each of the 35 months prior to the rebalancing reference date; (ii) the volatility of the income distribution yields is computed using 36 months of income distribution yields from step (i). For each stock, income distribution yield as of the rebalancing reference date is divided by the volatility of the income distribution yield to get the risk-adjusted income distribution yield; and

18 (iii) all REIT Index constituents are weighted by the product of their company s float-adjusted market capitalization and their risk-adjusted income distribution yield, subject to a 10% stock cap, which may, under certain circumstances be increased, as described below. Each stock is capped using an optimization procedure, such that the maximum weight of each security is 10%. Each stock s weight is floored at 0.05%. The capping algorithm redistributes the excess weight to the other uncapped stocks in proportion to their risk-adjusted income distribution yield weights. Where the optimization procedure fails for a given period, the optimization procedure is re-run using increased capping limits in the following order: 12%, 15% and 20%. The REIT Index is rebalanced semi-annually effective after the close of trading on the last business day of January and July. The rebalancing reference dates for REIT Index composition as well as constituent weighting are the last business day of December and June, respectively. Additions are made to the REIT Index only during the semiannual rebalancing. Constituents removed from the broader index due to corporate actions are removed from the REIT Index simultaneously. Deletions to the broader index as a result from the broader index s quarterly rebalancings are not removed simultaneously, but are removed at the REIT Index s next semi-annual rebalancing. The income distribution yield used by the Index Provider for the purposes of the REIT Index methodology is determined using the total cash distribution paid by each Constituent Issuer, and is not determined using the portion of the total cash distribution that is characterized for tax purposes as income. The tax characterization of the cash distributions of each Constituent Issuer will vary from time to time, and from one Constituent Issuer to another Constituent Issuer. Based on the nature of the securities eligible for inclusion in the REIT Index, the Manager expects the cash distributions paid by REIT to investors to have the primary character of other income, capital gains and/or return of capital. See Distribution Policy - Distributions. You can find information about the REIT Index s methodology at methodologies/methodology-sp-tsx-capped-reit-income-index.pdf. Termination of the Indices The Index Providers calculate, determine and maintain the Indices. If an Index Provider ceases to calculate an Index or the Index License Agreement in respect of an Index is terminated, the Manager may: (i) terminate the applicable PowerShares ETF on not less than 60 days notice to Unitholders; (ii) change the investment objective of the applicable PowerShares ETF or seek to replicate an alternative index (subject to any Unitholder approval in accordance with Canadian securities legislation); or (iii) make such other arrangement as the Manager considers appropriate and in the best interests of Unitholders of the PowerShares ETF in the circumstances. Use of the Indices The Manager and each PowerShares ETF are permitted to use the applicable Index pursuant to the applicable Index License Agreement described below under Material Contracts. The Manager and the PowerShares ETFs do not accept responsibility for, or guarantee the accuracy and/or completeness of, the Indices or any data included in the Indices. Principal Investment Strategies INVESTMENT STRATEGIES In order to achieve its investment objective, each PowerShares ETF will hold the Constituent Securities of the applicable Index in approximately the same proportion as they are reflected in that Index. In the alternative, each PowerShares ETF may hold securities of one or more PowerShares portfolios that, individually or collectively, replicate or substantially replicate the applicable Index. Securities regulators may allow index investment funds, such as the PowerShares ETFs, to exceed the normal investment concentration limits if required to allow such