Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption from item 38.1(3) of Form 41-101F2 to exempt the ETFs from including in the prospectus audited financial statements and an auditor's report.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, section 19.1 and Form 41-101F2 Information Required in an Investment Fund Prospectus, item 38.1(3).

February 19, 2016

Invesco Canada Ltd.

Attention: Julianna Ahn

Dear Sirs/Mesdames:

Re: PowerShares Low Volatility Portfolio ETF, PowerShares Global Shareholder Yield ETF and PowerShares FTSE RAFI Global Small-Mid Fundamental ETF (The ETFs)

Exemptive Relief Application under Part 19 of National Instrument 41-101 General Prospectus Requirements (NI 41-101)

Application No. 2016/0068, SEDAR Project No. 2437882

By letter dated January 22, 2016 (the Application), you applied on behalf of the ETFs to the Director of the Ontario Securities Commission (the Director) pursuant to section 19.1 of NI 41-101 for an exemption from the requirement of Item 38.1(3) of Form 41-101F2 Information Required in an Investment Fund Prospectus. The relief is to exempt the ETFs from including in the prospectus audited financial statements and an auditor's report prepared in accordance with National Instrument 81-106 -- Investment Fund Continuous Disclosure in the prospectus of the ETFs (the Requested Relief)

This letter confirms that, based on the information and representations made in the Application, and for the purpose described in the Application, the Director intends to grant the Requested Relief to be evidenced by the issuance of a receipt for the ETFs' prospectus.

Yours very truly,

"Raymond Chan"
Manager
Investment Funds and Structured Products Branch