Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- NI 41-101 -- Relief to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.

NI 41-101 General Prospectus Requirements.

February 13 2009

Osler, Hoskin & Harcourt LLP

Attention: Ron Kugan

Dear Sirs/Mesdames:

Re:
Invesco Trimark Ltd. (the Manager)
 
PowerShares China ETF, PowerShares Emerging Markets Infrastructure ETF, PowerShares FTSE RAFI Developed Markets ETF, PowerShares FTSE RAFI Emerging Markets ETF, PowerShares Global Agriculture ETF, PowerShares Global Clean Energy ETF, and PowerShares Global Water ETF (the Funds)
 
Exemptive Relief Application under Section 19.1 of National Instrument 41-101 General Prospectus Requirements ("NI 41-501")
Application No. 2009/0051, SEDAR Project No. 1306822

By letter dated October 28, 2008 (the "Application"), the Manager applied on behalf of the Funds to the Director of the Ontario Securities Commission (the "Director") pursuant to section 19.1 of NI 41-101 for relief from the operation of subsection 2.3(1) of NI 41-101, which prohibits an issuer from filing a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director grants the requested exemption to be evidenced by the issuance of a receipt for the Funds' prospectus, provided the Funds' final prospectus is filed no later than June 17, 2009.

Yours very truly,

"Darren McKall"
Assistant Manager, Investment Funds Branch