POWERSHARES TACTICAL BOND ETF PROSPECTUS. Continuous Distribution April 16, 2014

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1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. POWERSHARES TACTICAL BOND ETF PROSPECTUS Continuous Distribution April 16, 2014 This prospectus qualifies the distribution of units (the Units ) of PowerShares Tactical Bond ETF (the PowerShares ETF ). The PowerShares ETF is an exchange-traded mutual fund established as a trust under the laws of the Province of Ontario. It seeks to generate income and capital growth over the long term by investing primarily in securities of one or more PowerShares exchange-traded funds that provide exposure primarily to fixed-income securities. It may also invest directly in securities of other investment funds that are managed by the Manager (as defined below) or one of its affiliates or associates, fixed-income securities, futures contracts and securities of exchange-traded funds that are managed by third parties. 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 ETF and is responsible for the administration of the PowerShares ETF. See Organization and Management Details of the PowerShares ETF Manager of the PowerShares ETF and Organization and Management Details of the PowerShares ETF Portfolio Manager. The Manager has retained each of Invesco Advisers, Inc. and Invesco PowerShares Capital Management LLC to act as a sub-advisor to the PowerShares ETF. See Organization and Management Details of the PowerShares ETF Sub-advisors. Listing of Units The PowerShares ETF issues Units on a continuous basis and there is no maximum number of Units that may be issued. The Units are listed on the Toronto Stock Exchange (the TSX ) and investors may buy or sell Units on the TSX 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 price on the TSX for 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 ETF will issue Units directly to Designated Brokers and Dealers. Eligibility for Investment In the opinion of Borden Ladner Gervais LLP, the Units of the 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 ) provided that the PowerShares ETF qualifies as a mutual fund trust within the meaning of the Tax Act or the Units are listed on a designated stock exchange within the meaning of the Tax Act, which includes the TSX. Unitholders should consult their own tax advisors for advice on whether Units of the PowerShares ETF would be a prohibited investment under the Tax Act for their Registered Plans. See Eligibility for Investment.

2 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 ETF of its Units under this prospectus. For a discussion of the risks associated with an investment in Units of the PowerShares ETF, 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. The PowerShares ETF is a mutual fund under the securities legislation of certain provinces and territories of Canada. Documents Incorporated by Reference Additional information about the PowerShares ETF is available in the most recently filed summary document, in the most recently filed annual financial statements, any interim financial statements, the most recently filed annual management report of fund performance ( MRFP ) and any interim 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... 4 OVERVIEW OF THE LEGAL STRUCTURE OF THE POWERSHARES ETF INVESTMENT OBJECTIVES INVESTMENT STRATEGIES OVERVIEW OF THE SECTORS IN WHICH THE POWERSHARES ETF INVESTS INVESTMENT RESTRICTIONS FEES AND EXPENSES ANNUAL RETURNS AND MANAGEMENT EXPENSE RATIO RISK FACTORS DISTRIBUTION POLICY PURCHASES OF UNITS REDEMPTION OF UNITS PRICE RANGE AND TRADING VOLUME OF UNITS INCOME TAX CONSIDERATIONS ELIGIBILITY FOR INVESTMENT ORGANIZATION AND MANAGEMENT DETAILS OF THE POWERSHARES ETF CALCULATION OF NET ASSET VALUE ATTRIBUTES OF THE UNITS UNITHOLDER MATTERS TERMINATION OF THE POWERSHARES ETF RELATIONSHIP BETWEEN THE POWERSHARES ETF AND DEALERS PRINCIPAL HOLDERS OF SECURITIES OF THE POWERSHARES ETF 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 CERTIFICATE OF THE POWERSHARES ETF, 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. Basket of Securities a group of securities selected by Invesco Advisers from time to time that collectively reflect the constituents of the portfolio of the PowerShares ETF. 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. CRA The Canada Revenue Agency. Creation Date August 2, 2012, the date the PowerShares ETF was created. 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 ETF, 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 and redemption of the PowerShares ETF, the applicable time set out under Purchase of Units Issuance of Units. 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 the PowerShares ETF, and that subscribes for and purchases Units from the PowerShares ETF as described under Purchases of Units Issuance of Units. Declaration of Trust the master declaration of trust establishing the PowerShares ETF dated August 2, 2012, as the same may be 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 the PowerShares ETF, pursuant to which the Designated Broker agrees to perform certain duties in relation to the PowerShares ETF. distribution payment date a date, which is no later than the tenth business day following the applicable distribution record date, on which the 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 the PowerShares ETF. 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 CIBC Mellon Global Securities Services Company or its successor. Invesco Advisers Invesco Advisers, Inc., a corporation established under the laws of Delaware, or its successor.

5 Invesco Advisers Sub-advisory Agreement the agreement dated August 2, 2012 between the Portfolio Manager and Invesco Advisers, as the same may be amended or restated from time to time. Invesco Fund an investment fund that is managed by the Manager or an affiliate or associate of the Manager, which may include a PowerShares portfolio. Invesco PowerShares Invesco PowerShares Capital Management LLC, a limited liability corporation established under the laws of Delaware, or its successor. Invesco PowerShares Sub-advisory Agreement the agreement dated August 2, 2012 between the Portfolio Manager and Invesco PowerShares, as the same may be amended or restated from time to time. IRC the Independent Review Committee of the PowerShares ETF. Management Agreement the management agreement dated August 2, 2012 between Invesco Canada Ltd., as trustee of the PowerShares ETF, and the Manager, as the same may be amended or restated from time to time. Manager Invesco Canada Ltd., a corporation amalgamated under the laws of Ontario, or its successor. MRFP management report of fund performance as defined in NI NAV and NAV per Unit 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 Mutual Funds, as the same may be amended, restated or replaced from time to time. 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 CST Trust Company 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 portfolio a PowerShares exchange-traded fund that is listed and traded on a stock exchange. Prescribed Number of Units 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 CST Trust Company or its successor. Reinvestment Plan means any distribution reinvestment plan offered by the Manager for the PowerShares ETF. securities regulatory authorities the securities commission or similar regulatory authority in each province and - 2 -

6 territory of Canada that is responsible for administering the Canadian securities legislation in force in such province or territory. Sub-advisors Invesco Advisers and Invesco PowerShares. Sub-advisory Agreements the Invesco Advisers Sub-advisory Agreement and the Invesco PowerShares Sub-advisory Agreement. Summary Document a document that summarizes certain features of Units of the PowerShares ETF. Tax Act the Income Tax Act (Canada) and the regulations issued thereunder, as amended, restated or replaced from time to time. Tax Proposals all specific proposals to amend the Tax Act that have been publicly announced by the Minister of Finance (Canada) prior to the date of this prospectus. Trading Day for the PowerShares ETF, unless otherwise agreed by the Manager, a day on which: (i) a session of the TSX is held; and (ii) the primary market or exchange for the securities held by the PowerShares ETF is open for trading. TSX the Toronto Stock Exchange. Underlying Funds the PowerShares portfolios, Invesco Funds that are not PowerShares portfolios and/or other exchange-traded funds managed by third parties that are held from time to time by the PowerShares ETF. Unit a redeemable, transferable unit of the PowerShares ETF, which represents an equal, undivided interest in the PowerShares ETF. Unitholder a holder of Units of the PowerShares ETF. Valuation Date each business day or any other day designated by the Manager on which the NAV and NAV per Unit of the 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

7 PROSPECTUS SUMMARY The following is a summary of the principal features of the Units of the PowerShares ETF and should be read together with the more detailed information and statements contained elsewhere in this prospectus or incorporated by reference in this prospectus. Issuer: PowerShares Tactical Bond ETF (the PowerShares ETF ). The 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 ETF. Continuous Distribution: Units of the PowerShares ETF are being offered on a continuous basis and there is no maximum number of Units that may be issued. The Units are listed on the Toronto Stock Exchange (the TSX ) and investors may buy or sell Units on the TSX 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 securities listed on the TSX, including by using market orders and limit orders. The PowerShares ETF 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 securities as payment for Units from prospective purchasers. See Purchases of Units Issuance of Units and Purchases of Units Buying and Selling Units. Investment Objectives: PowerShares Tactical Bond ETF seeks to generate income and capital growth over the long term by investing primarily in securities of one or more PowerShares portfolios that provide exposure primarily to fixed-income securities. It may also invest directly in securities of Invesco Funds that are not PowerShares portfolios, fixed-income securities, futures contracts and securities of exchange-traded funds that are managed by third parties. See Investment Objectives Investment Objectives of the PowerShares ETF. Investment Strategies: In order to achieve its investment objective, the PowerShares ETF may invest in securities of PowerShares portfolios, securities of Invesco Funds that are not PowerShares portfolios, fixed-income securities, futures contracts and/or securities of exchange-traded funds that are managed by third parties, provided that such holdings are consistent with its investment objective. The PowerShares ETF invests primarily in PowerShares portfolios that are either listed on the TSX or on a recognized U.S. stock exchange. The portfolio of the PowerShares ETF is allocated by Invesco Advisers among the asset classes according to the following ranges: - 4 -

8 Asset Class Range Canadian corporate bonds 30-90% Canadian long-term government bonds 15-50% Canadian real return bonds 0-15% High yield corporate bonds 0-20% Global/international/emerging markets fixed-income 0-10% Gold and/or silver 0-10% Invesco Advisers may, in its sole discretion, change the asset allocations in order to meet the investment objectives of the PowerShares ETF. If the PowerShares ETF holds securities of one or more investment funds or exchangetraded funds, including the Invesco Funds, there will be no duplication of management fees chargeable in connection with these investments. The PowerShares ETF uses derivative instruments to seek to hedge all or substantially all of its direct U.S. dollar exposure back to the Canadian dollar. See Investment Strategies. Special Considerations for Purchasers: The PowerShares ETF has obtained exemptive relief from the so-called early warning reporting requirements in Canadian securities legislation that would otherwise apply if a person or company acquires 10% or more of the Units of the PowerShares ETF. In addition, the PowerShares ETF has also obtained exemptive relief to permit Unitholders to acquire more than 20% of the Units of the PowerShares ETF through purchases on the TSX without regard to the takeover bid requirements of applicable Canadian securities legislation, provided that any such Unitholder, and any person acting jointly or in concert with the Unitholder, provides the Manager with an undertaking not to exercise any votes attached to Units that represent more than 20% of the votes attached to all outstanding Units of the PowerShares ETF at any meeting of Unitholders. Under the Universal Market Integrity Rules applicable to trading on the TSX, market participants are generally not permitted to sell securities short unless the price is at or above the last sale price. However, under these rules market participants are permitted to sell Units of the PowerShares ETF short and at any price on the TSX without regard to this restriction. See Purchases of Units Special Considerations for Unitholders. Risk Factors: There are certain risk factors inherent in an investment in the PowerShares ETF, including: (i) (ii) (iii) (iv) (v) (vi) the general risks of investments; the general risks of investments in debt instruments; credit risk; high yield securities risk; the risks associated with asset allocation; the general risks of foreign investments; - 5 -

9 (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi) the risks associated with the use of derivative instruments; currency hedging risk; the risks associated with indirect investments in certain U.S. securities through U.S.-listed PowerShares portfolios; commodity risk; the risks associated with the subscription for Units by Designated Brokers and Dealers; the risk that Units may trade at a premium or a discount to the NAV per Unit; the risk that securities of certain Underlying Funds may trade at a premium or discount to net asset value per security; fluctuations in the NAV and NAV per Unit of the PowerShares ETF; the possibility that the PowerShares ETF will be unable to acquire or dispose of illiquid securities; the risks associated with the cease trading of securities held by the PowerShares ETF; counterparty risks associated with securities lending; changes in legislation, including tax legislation; risks relating to the taxation of the PowerShares ETF and Unitholders; the current absence of a public trading market for the Units and the PowerShares ETF s lack of operating history; and the trading of Units on the TSX may be halted in certain circumstances. See Risk Factors. Income Tax Considerations: Each year a Unitholder is generally required to include in the calculation of income for tax purposes the amount 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. See Income Tax Considerations

10 Exchanges and Redemptions: In addition to the ability to sell Units on the TSX, Unitholders may (i) redeem Units in any number for cash for a redemption price of 95% of the closing price on the TSX for 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: Cash distributions of income, if any, will be paid on a monthly basis. These cash distributions may include a return of capital. Each year, the PowerShares ETF intends to distribute a sufficient amount of its net income and net realized capital gains for the year to Unitholders so that the PowerShares ETF will not be liable for ordinary income tax. To the extent that the PowerShares ETF has not otherwise distributed a sufficient amount of its net income or net 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 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, 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 ETF does 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 ETF. Documents Incorporated by Reference: Additional information about the PowerShares ETF is available in the most recently filed Summary Document, in the most recently filed annual financial statements, any interim financial statements, the most recently filed annual MRFP and any interim 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 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 ETF are also publicly available at See Documents Incorporated by Reference. Eligibility for Investment: The Units of the 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 TSX

11 Unitholders should consult their own tax advisors for advice on whether Units of the 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 ETF Manager: Invesco Canada Ltd. is the Manager of the PowerShares ETF and is responsible for the administration and operations of the PowerShares ETF. 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 ETF 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 ETF Manager of the PowerShares ETF. Trustee: Invesco Canada Ltd. is the trustee of the PowerShares ETF pursuant to the Declaration of Trust and holds title to the assets of the PowerShares ETF in trust for the Unitholders. See Organization and Management Details of the PowerShares ETF Trustee. Portfolio Manager: Invesco Canada Ltd. has been appointed portfolio manager to the PowerShares ETF. The Portfolio Manager provides, or causes to be provided, investment management services with respect to the PowerShares ETF. The Portfolio Manager has the authority to appoint sub-advisors to provide investment management services in respect of the PowerShares ETF. The Portfolio Manager is responsible for the investment advice provided by the Subadvisors. See Organization and Management Details of the PowerShares ETF Portfolio Manager. Sub-advisor: Invesco Advisers, Inc., an affiliate of the Manager, has been retained by the Portfolio Manager to act as a sub-advisor to the PowerShares ETF. Invesco Advisers determines the allocations among the asset classes, manages the investment portfolio of the PowerShares ETF and makes investment decisions. Invesco Advisers is a registered investment adviser in the United States with offices based in Atlanta, Georgia. Invesco PowerShares, an affiliate of the Manager, has also been retained by the Portfolio Manager to act as a sub-advisor to the PowerShares ETF. Invesco PowerShares is responsible for providing all necessary cash management services for, and managing the currency hedging activities of, the PowerShares ETF. Invesco PowerShares is a registered investment adviser in the United States with offices based in Downers Grove, Illinois. As each Sub-advisor is located outside of Canada, it may be difficult to enforce legal rights against it. See Organization and Management Details of the PowerShares ETF Sub-advisors

12 Promoter: Invesco Canada Ltd. has taken the initiative in founding and organizing the PowerShares ETF and is, accordingly, the promoter of the PowerShares ETF within the meaning of securities legislation of certain provinces and territories of Canada. See Organization and Management Details of the PowerShares ETF Promoter. Custodian: CIBC Mellon Trust Company, at its principal offices in Toronto, Ontario, is the Custodian of the assets of the PowerShares ETF 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 ETF. See Organization and Management Details of the PowerShares ETF Custodian. Registrar and Transfer Agent: CST Trust Company, at its principal office in Toronto, Ontario, is the registrar and transfer agent for the Units of the PowerShares ETF and maintains the register of registered Unitholders. The register of the PowerShares ETF is kept in Toronto, Ontario. See Organization and Management Details of the PowerShares ETF Registrar and Transfer Agent. Auditors: PricewaterhouseCoopers LLP, at its principal offices in Toronto, Ontario, are the auditors of the PowerShares ETF. The auditors audit the PowerShares ETF s annual financial statements and provide an opinion as to whether they present fairly the PowerShares ETF s financial position, results and changes in net assets. The auditors are independent of the Manager. See Organization and Management Details of the PowerShares ETF Auditors. 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-to-day administration of the PowerShares ETF, including NAV calculations, accounting for net income and net realized capital gains of the PowerShares ETF and maintaining books and records with respect to the PowerShares ETF. See Organization and Management Details of the PowerShares ETF Fund Administrator

13 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 ETF. An investor may have to pay some of these fees and expenses directly. The PowerShares ETF may have to pay some of these fees and expenses, which will therefore reduce the value of an investment in the PowerShares ETF. See Fees and Expenses. Fees and Expenses Payable by the PowerShares ETF Type of Fee Management Fee: Certain Operating Expenses: Amount and Description The PowerShares ETF pays a management fee, plus applicable taxes, to the Manager at an annual rate of 0.49% of 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. The only expenses payable by the PowerShares ETF are the (i) applicable management fee, (ii) expenses related to the implementation and on-going operation of the IRC, (iii) brokerage expenses and commissions, (iv) any costs associated with the printing and distribution of any documents that the securities regulatory authorities require be sent or delivered to purchasers of Units of the PowerShares ETF; (v) the fees under any derivative instrument used by the PowerShares ETF, (vi) the cost of complying with governmental or regulatory requirements introduced after the Creation Date, (vii) extraordinary expenses, (viii) any goods and services or harmonized sales taxes on those expenses and (ix) any income, withholding or other taxes. Fees and Expenses Payable by the Manager Type of Fee Other Expenses: Amount and Description Other than the expenses payable by the PowerShares ETF, as described above, the Manager is responsible for all of the other costs and expenses of the PowerShares ETF. These costs and expenses include the fees payable to the Custodian, the Registrar and Transfer Agent, the Fund Administrator, the Sub-advisors, the auditors and other service providers retained by the Manager as described under Organization and Management Details of the PowerShares ETF Manager of the PowerShares ETF Duties and Services to be Provided by the Manager. Annual Returns and Management Expense Ratio The indicated rates of return below are historical total returns. These returns assume the reinvestment of distributions which increases returns, but do not take into account customary brokerage commissions for buying or selling Units on the TSX, administrative fees or income taxes payable by any Unitholder that would have reduced the returns. Where the PowerShares ETF was in distribution for less than a full financial year, the management expense ratio indicated has been annualized Annual return on market price (1) 1.45% -2.11% Annual return on NAV (1)(2) 1.51% -2.25% Management Expense Ratio 0.50% 0.53% (1) Annual return shown for the period August 24, 2012 (list date) through December 31, 2012 (2) Annual return on NAV for the period August 9, 2012 (reporting issuer date) through December 31, 2012 is 2.18%

14 The management expense ratio is calculated based on the total expenses of the PowerShares ETF (including goods and services tax, harmonized sales tax and interest, but excluding brokerage commissions and other portfolio transaction costs), and, if applicable, the PowerShares ETF s allocated percentage of any underlying fund s expenses, and is expressed as an annualized percentage of daily average NAV of the PowerShares ETF during the period. At its sole discretion, the Manager may waive a portion of the management fees or absorb a portion of the operating expenses of the PowerShares ETF. Unless otherwise noted, such waivers and absorptions can be terminated at any time. 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 the PowerShares ETF may be charged to offset certain transaction costs associated with an issue, exchange or redemption of Units of the PowerShares ETF. This charge does not apply to Unitholders who buy and sell their Units through the facilities of the TSX. See Purchase of Units and Redemption of Units. See Fees and Expenses

15 OVERVIEW OF THE LEGAL STRUCTURE OF THE POWERSHARES ETF The PowerShares ETF is an exchange-traded fund established as a trust under the laws of the Province of Ontario. The PowerShares ETF has been established pursuant to the Declaration of Trust. The PowerShares ETF is a mutual fund under the securities legislation of certain provinces and territories of Canada. The principal office of the PowerShares ETF and the Manager is located at 5140 Yonge Street, Suite 800, Toronto, Ontario M2N 6X7. Investment Objectives of the PowerShares ETF INVESTMENT OBJECTIVES PowerShares Tactical Bond ETF seeks to generate income and capital growth over the long term by investing primarily in securities of one or more PowerShares portfolios that provide exposure primarily to fixed-income securities. It may also invest directly in securities of Invesco Funds that are not PowerShares portfolios, fixed-income securities, futures contracts and securities of exchange-traded funds that are managed by third parties. Principal Investment Strategies INVESTMENT STRATEGIES In order to achieve its investment objective, the PowerShares ETF may invest in securities of PowerShares portfolios, securities of Invesco Funds that are not PowerShares portfolios, fixed-income securities, futures contracts and/or securities of exchange-traded funds that are managed by third parties, provided that such holdings are consistent with the PowerShares ETF s investment objective. The PowerShares ETF invests primarily in PowerShares portfolios that are either listed on the TSX or on a recognized U.S. stock exchange. The portfolio of the PowerShares ETF is allocated by the Invesco Advisers among the asset classes according to the following ranges: Asset Class Range Canadian corporate bonds 30-90% Canadian long-term government bonds 15-50% Canadian real return bonds 0-15% High yield corporate bonds 0-20% Global/international/emerging markets fixed-income 0-10% Gold and/or silver 0-10% Invesco Advisers applies an investment process that, on a monthly basis, considers the attractiveness of the asset classes based on three criteria: valuation, the economic environment and price trends and reversals. The asset classes that Invesco Advisers determines are most attractive will receive an allocation toward the upper end of its range. This approach may result in the PowerShares ETF concentrating its investments in a specific type of fixed-income or debt security if Invesco Advisers is of the view that such fixed-income or debt security will outperform other investments on a relative basis. Invesco Advisers may, in its sole discretion, change the asset allocations in order to meet the investment objectives of the PowerShares ETF. The PowerShares ETF may hold securities of one or more PowerShares portfolios and/or may invest in other investment funds. In addition, it may invest in money market funds or other cash management Invesco Funds for surplus cash management purposes. If the PowerShares ETF invests in an Invesco Fund, the management fee of the PowerShares ETF will be reduced by the amount of the management fee that the manager of the Invesco Fund receives from the Invesco Fund for the PowerShares ETF s investment. If the PowerShares ETF invests in an exchange-traded fund managed by a

16 third party and there are management fees payable by the PowerShares ETF that would duplicate a fee payable by that exchange-traded fund for the same service, then the management fee of the PowerShares ETF will be reduced by the amount of the management fee that the manager of the third-party exchange-traded fund receives from that exchangetraded fund. See Fees and Expenses Fees and Expenses Payable by the PowerShares ETF Management Fee. The underlying securities held by the PowerShares ETF, whether held directly or indirectly, will change from time to time as determined by the Sub-advisors or by the Underlying Funds. When there are frequent changes to the securities held by the PowerShares ETF or the applicable Underlying Funds, the PowerShares ETF is more likely to realize net capital gains, or to receive more distributions from the Underlying Funds that it holds, and to make distributions of capital gains or income to Unitholders. The PowerShares ETF will also tend to directly or indirectly incur more trading costs, which may lower returns, in these circumstances. For purposes of a merger or other transaction, the PowerShares ETF may hold all or a portion of its assets in cash, money market instruments or securities of affiliated money market funds. As a result, in these limited circumstances, the PowerShares ETF may not be fully invested in accordance with its investment objectives and, in a rising market, there could be a negative impact on performance relative to other fully invested exchange-traded funds with a similar objective. Securities Lending The PowerShares ETF may, in compliance with NI , lend securities to securities borrowers acceptable to it pursuant to the terms of a securities lending agreement between the PowerShares ETF s securities lending agent and any such borrower under which: (i) the borrower will pay to the PowerShares ETF a negotiated securities lending fee and will make compensation payments to the PowerShares ETF equal to any distributions received by the borrower on the securities borrowed; (ii) the securities loans must qualify as securities lending arrangements for the purposes of the Tax Act; and (iii) the PowerShares ETF will receive collateral security. 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. Any securities lending revenue earned by the PowerShares ETF will be credited to the account of the PowerShares ETF. Use of Derivative Instruments Any use of derivative instruments by the PowerShares ETF must be in compliance with NI and any exemptive relief obtained by the PowerShares ETF from the requirements of NI and must be consistent with the investment objectives and investment strategies of the PowerShares ETF. The derivatives most likely to be used by the PowerShares ETF are forward contracts and futures contracts. The PowerShares ETF may also use options and swaps. A forward contract is an agreement entered into by two parties to buy or sell a specific amount of an asset at a specified point of time in the future at a predetermined price. A futures contract is like a forward contract, except that it is a standardized contract, with a futures exchange acting as an intermediary between the two parties. Options are securities transaction agreements that give the buyer the right (but not the obligation) to buy or sell the underlying asset at a fixed price in the future. Swaps are instruments that involve the exchange of assets (typically securities, cash flows, interest rates or currencies). The PowerShares ETF uses currency forwards to seek to hedge all or substantially all of its direct U.S. dollar exposure back to the Canadian dollar. However, this hedging activity will not address any indirect foreign currency exposure other than exposure to the U.S. dollar that this PowerShares ETF may have. The PowerShares ETF may also use derivative instruments from time to time for other hedging or for non-hedging purposes. For example, the PowerShares ETF may use derivatives, such as forwards, futures, options or swaps, to gain exposure to a particular issuer or class of issuers in circumstances where Invesco Advisers has determined that synthetic exposure would be preferable to a direct investment or to gain exposure to gold and/or silver

17 Surplus Cash Management From time to time, the PowerShares ETF may receive or hold surplus cash. The PowerShares ETF may temporarily hold this cash or invest it in money market instruments or other cash management Invesco Funds. Alternatively, the PowerShares ETF may use the cash to pay those operating expenses that the PowerShares ETF is responsible for paying, to purchase additional Baskets of Securities or portions thereof or to increase the notional amount under its derivative instruments, as applicable. Overview of the Investment Structure In accordance with its investment objectives and investment strategies, the PowerShares ETF uses primarily a fund-offunds structure. It provides exposure to fixed-income securities primarily by investing in securities of exchange-traded funds; however, it may also invest in other investment funds or directly in fixed-income securities to gain fixed-income exposure. The PowerShares ETF may also obtain gold and/or silver exposure through investments in exchange-traded funds or futures contracts. OVERVIEW OF THE SECTORS IN WHICH THE POWERSHARES ETF INVESTS The PowerShares ETF provides the opportunity to gain exposure to a tactically managed, diversified fixed-income portfolio of exchange-traded funds and other securities with the potential for monthly distributions. The PowerShares ETF seeks to achieve income and capital growth by investing primarily in PowerShares portfolios that invest in government, corporate and real return bonds. The PowerShares ETF will make tactical shifts based on economic conditions and opportunities. In accordance with its investment objectives and investment strategies, the PowerShares ETF will provide exposure primarily to various types of fixed-income asset classes, within the specified ranges. Different types of fixed-income assets will have different risk/return attributes that include credit quality, term to maturity and yield. Bonds offered by less creditworthy issuers will generally have higher yields than bonds of the same maturity offered by issuers with better credit ratings. For example, in developed markets, corporate bonds will generally have higher yields than government bonds of the same maturity. Bonds issued by governments in emerging markets will have a higher yield than bonds issued by governments in developed markets of the same maturity. This higher yield compensates investors for the added risks associated with investing in bonds with lower credit ratings and higher default risk. The prices of higher yielding fixed-income instruments tend to be more volatile due to higher credit/default risk. However, higher yielding fixedincome instruments tend to be less sensitive to interest rate changes compared to lower yielding fixed-income instruments with comparable terms to maturity. Longer-term bonds are more susceptible to interest rate risk and tend to have greater price volatility than short-term bonds of comparable credit quality. INVESTMENT RESTRICTIONS The PowerShares ETF is subject to certain restrictions and practices contained in securities legislation, including NI The PowerShares ETF is managed in accordance with these restrictions and practices, except as otherwise permitted by exemptions obtained from the Canadian securities regulatory authorities (see Exemptions and Approvals ). A change to the investment objectives of the PowerShares ETF would require the approval of the Unitholders. Please see Unitholder Matters Matters Requiring Unitholders Approval. The PowerShares ETF is also restricted from making an investment or undertaking an activity that would result in such PowerShares ETF failing to qualify as a mutual fund trust for the purposes of the Tax Act. In addition, the PowerShares ETF may not invest in any property or engage in any undertaking that would cause the PowerShares ETF to have non-portfolio earnings as defined in section of the Tax Act in an amount that would result in the PowerShares ETF paying a material amount of income tax

18 Exemptions and Approvals The PowerShares ETF has obtained exemptive relief from the Canadian securities regulatory authorities to permit the following practices: (i) (ii) (iii) (iv) the purchase by a Unitholder of more than 20% of the Units of the PowerShares ETF through purchases on the TSX without regard to the takeover bid requirements of applicable Canadian securities legislation, provided that any such Unitholder, and any person acting jointly or in concert with the Unitholder, provides the Manager with an undertaking not to exercise any votes attached to Units that represent more than 20% of the votes attached to all outstanding Units of the PowerShares ETF at any meeting of Unitholders; to relieve the PowerShares ETF from the requirement to include in the prospectus a certificate of an underwriter and a prescribed statement respecting purchasers statutory rights of withdrawal and remedies of rescission or damages, provided that, among other things, the Manager has filed a Summary Document for each class or series of the PowerShares ETF; to permit the PowerShares ETF to invest in exchange-traded funds that seek to track the price of gold, silver and/or gold and silver and to hold silver, silver certificates and derivatives the underlying interest of which is silver; and to permit the PowerShares ETF to use as cover, when it holds a long position in a standardized future or forward or when it is entitled to receive a payment under a swap, a right or obligation to sell an equivalent quantity of the underlying interest of that future, forward or swap. The Designated Brokers and certain Dealers (collectively, the Exempt Dealers ) have obtained exemptive relief from the requirement (the Prospectus Delivery Requirement ) that a dealer, not acting as agent of the purchaser, who receives an order or subscription for the PowerShares ETF, send or deliver to the purchaser or its agent, unless the Exempt Dealer has previously done so, the latest prospectus and any amendment for the PowerShares ETF either before entering into an agreement of purchase and sale resulting from the order or subscription, or not later than midnight on the second business day after entering into that agreement. The exemption from the Prospectus Delivery Requirement is subject to certain conditions being met, including the requirement that the Exempt Dealer send or deliver to each purchaser of the PowerShares ETF who is a customer of that Exempt Dealer, and to whom a trade confirmation is required under Canadian securities legislation to be sent or delivered in connection with the purchase, the latest Summary Document filed in respect of the PowerShares ETF not later than midnight on the second day, exclusive of Saturdays, Sundays and holidays, after the purchase of the PowerShares ETF. FEES AND EXPENSES This section details the fees and expenses that an investor may have to pay if the investor invests in the PowerShares ETF. An investor may have to pay some of these fees and expenses directly. The PowerShares ETF may have to pay some of these fees and expenses, which will therefore reduce the value of an investment in the PowerShares ETF. Fees and Expenses Payable by the PowerShares ETF Management Fee The PowerShares ETF pays a management fee, plus applicable taxes, to the Manager at an annual rate of 0.49% of 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. To encourage very large investments in the PowerShares ETF by a particular Unitholder, the Manager may, in its discretion, agree to charge the PowerShares ETF a reduced management fee as compared to the management fee that it otherwise would be entitled to receive, provided that the amount of the reduced management fee is distributed periodically by the PowerShares ETF to the Unitholder as a management fee distribution. Any reduction will depend on a number of factors, including the amount invested, the NAV of the PowerShares ETF and the expected amount of

19 account activity. The tax consequences of a management fee distribution will generally be borne by the Unitholder who receives the distribution. Certain Operating Expenses The only expenses payable by the PowerShares ETF are the (i) applicable management fee, (ii) expenses related to the implementation and on-going operation of the IRC, (iii) brokerage expenses and commissions, (iv) any costs associated with the printing and distribution of any documents that the securities regulatory authorities require be sent or delivered to purchasers of Units of the PowerShares ETF; (v) the fees under any derivative instrument used by the PowerShares ETF, (vi) the cost of complying with governmental or regulatory requirements introduced after the Creation Date, (vii) extraordinary expenses, (viii) any goods and services or harmonized sales taxes on those expenses and (ix) any income, withholding or other taxes. Fees and Expenses Payable by the Manager Other Expenses Other than the expenses payable by the PowerShares ETF, as described above, the Manager is responsible for all of the other costs and expenses of the PowerShares ETF. These costs and expenses include the fees payable to the Custodian, the Registrar and Transfer Agent, the Fund Administrator, the Sub-advisors, the auditors and other service providers retained by the Manager as described under Organization and Management Details of the PowerShares ETF Manager of the PowerShares ETF 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 the PowerShares ETF may be charged to offset certain transaction costs associated with an issue, exchange or redemption of Units of the PowerShares ETF. This charge does not apply to Unitholders who buy and sell their Units through the facilities of the TSX. See Purchase of Units and Redemption of Units. ANNUAL RETURNS AND MANAGEMENT EXPENSE RATIO The indicated rates of return below are historical total returns. These returns assume the reinvestment of distributions which increases returns, but do not take into account customary brokerage commissions for buying or selling Units on the TSX, administrative fees or income taxes payable by any Unitholder that would have reduced the returns. Where the PowerShares ETF was in distribution for less than a full financial year, the management expense ratio indicated has been annualized Annual return on market price (1) 1.45% -2.11% Annual return on NAV (1)(2) 1.51% -2.25% Management Expense Ratio 0.50% 0.53% (1) Annual return shown for the period August 24, 2012 (list date) through December 31, 2012 (2) Annual return on NAV for the period August 9, 2012 (reporting issuer date) through December 31, 2012 is 2.18%. The management expense ratio is calculated based on the total expenses of the PowerShares ETF (including goods and services tax, harmonized sales tax and interest, but excluding brokerage commissions and other portfolio transaction costs), and, if applicable, the PowerShares ETF s allocated percentage of any underlying fund s expenses, and is expressed as an annualized percentage of daily average NAV of the PowerShares ETF during the period. At its sole discretion, the Manager may waive a portion of the management fees or absorb a portion of the operating expenses of the PowerShares ETF. Unless otherwise noted, such waivers and absorptions can be terminated at any time

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