Ontario Commission des P.O. Box 55, 19th Floor CP 55, 19e étage
Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest
Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
Web site: www.osc.gov.on.ca
VIA SEDAR
November 13, 2008
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. 2008/0785, 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 February 16, 2009.
Yours very truly,
“Vera Nunes”
Vera Nunes
Assistant Manager, Investment Funds Branch