AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 2011.

No. 333-102228

No. 811-21265

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		o
Pre-Effective Amendment No.		o

Post-Effective Amendment No. 234

		and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 236

(Check appropriate box or boxes)

POWERSHARES EXCHANGE-TRADED FUND TRUST

(Exact Name of Registrant as Specified in Charter)

301 West Roosevelt Road

Wheaton, IL 60187

(Address of Principal Executive Office)

Registrant’s Telephone Number, including Area Code: (800) 983-0903

Andrew Schlossberg		With a copy to:
301 West Roosevelt Road		Stuart M. Strauss
Wheaton, IL 60187		Dechert LLP
(Name and Address of Agent for Service)		1095 Avenue of the Americas
		New York, NY 10036

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

It is proposed that this filing will become effective (check appropriate box)

o immediately upon filing pursuant to paragraph (b) of Rule 485.

o on [date] pursuant to paragraph (b) of Rule 485.

o 60 days after filing pursuant to paragraph (a)(1) of Rule 485.

x on June 16, 2011 pursuant to paragraph (a) of Rule 485.

o 75 days after filing pursuant to paragraph (a)(2) of Rule 485.

o on [date] pursuant to paragraph (a) of Rule 485.

PowerShares Fundamental Pure Large Core Portfolio
(formerly PowerShares Dynamic Large Cap Portfolio)
(NYSE Arca, Inc. – PXLC)

PowerShares Fundamental Pure Mid Growth Portfolio
(formerly PowerShares Dynamic Mid Cap Growth Portfolio)
(NYSE Arca, Inc. – PXMG)

PowerShares Fundamental Pure Mid Core Portfolio
(formerly PowerShares Dynamic Mid Cap Portfolio)
(NYSE Arca, Inc. – PXMC)

PowerShares Fundamental Pure Mid Value Portfolio
(formerly PowerShares Dynamic Mid Cap Value Portfolio)
(NYSE Arca, Inc. – PXMV)

PowerShares Fundamental Pure Small Growth Portfolio
(formerly PowerShares Dynamic Small Cap Growth Portfolio)
(NYSE Arca, Inc. – PXSG)

PowerShares Fundamental Pure Small Core Portfolio
(formerly PowerShares Dynamic Small Cap Portfolio)
(NYSE Arca, Inc. – PXSC)

PowerShares Fundamental Pure Small Value Portfolio
(formerly PowerShares Dynamic Small Cap Value Portfolio)
(NYSE Arca, Inc. – PXSV)

The U.S. Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

The Fund seeks investment results that correspond (before fees and expenses) generally to the price and yield of the RAFI^® Fundamental Large Core Index (the "Underlying Index").

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund ("Shares"). Investors may pay brokerage commissions on their purchases and sales of Shares, which are not reflected in the table or the example below.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

This example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your Shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The cost under the one-year example reflects the Adviser's agreement with the Fund to waive fees and/or assume expenses, if any, to the level specified in the fee table. The costs under the three-, five- and ten-year examples do not reflect this agreement after the first year. Although your actual costs may be higher or lower, your costs, based on these assumptions, would be:

(1) Invesco PowerShares Capital Management LLC (the "Adviser") has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding interest expenses, brokerage commissions and other trading expenses, offering costs, taxes and extraordinary expenses) from exceeding [ ]% of the Fund's average daily net assets per year (the "Expense Cap") until at least August 31, 2012. The expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fee or expense was borne by the Adviser, but no recapture payment will be made by the Fund if it would result in the Fund exceeding its Expense Cap.

The Fund pays transaction costs, such as commissions, when it purchases and sells securities (or "turns over" its portfolio). A higher portfolio turnover will cause the Fund to incur additional transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, may affect the Fund's performance. During the fiscal year ended April 30, 2010, the Fund's portfolio turnover rate was 62% of the average value of its portfolio.

The Fund will normally invest at least 80% of its total assets in common equity securities of fundamentally large companies. The Fund considers "fundamentally large" companies to be those companies that comprise the Underlying Index. The Fund will invest at least 90% of its total assets in the component securities that comprise the Underlying Index. The Underlying Index is comprised of common equity securities of "large core" U.S. companies, as classified by Research Affiliates, LLC ("Research Affiliates^®" or the "Index Provider"), based on the Index Provider's Fundamental Index methodology. In selecting securities for the Underlying Index and determining each individual security's relative weight within the Underlying Index, the Index Provider utilizes fundamental measures of company size rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider's RAFI Size/Style Index suite is constructed from the 2,500 largest U.S. companies, selected based on the following four fundamental measures of company size: book value, income, sales and dividends. A composite fundamental weight is calculated for each security by equally weighting the four fundamental measures. Securities are divided into three size groups – "large," "mid" and "small" – based on their fundamental weight. The top 70% of securities measured by fundamental weight comprise the "large" size group, the next 20% comprise the "mid" size group, and the final 10% comprise the "small" size group. The Index Provider classifies the Index constituents as "growth," "core" or "value" based on the Fundamental Index methodology style score, which uses a combination of fundamental growth rates and fundamental valuation ratios.

The Fund will generally invest in all of the securities comprising its Underlying Index in proportion to their weightings in the Underlying Index.

Concentration Policy. The Fund will invest 25% or more of the value of its total assets in securities of issuers in an industry or group of industries to the extent that the Underlying Index concentrates in an industry or group of industries.

The following summarizes the principal risks that have been identified for the Fund.

Equity Risk. The prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.

"Fundamentally Large" Company Risk. Returns on investments in securities of "fundamentally large" U.S. companies could trail the returns on investments in securities of smaller companies.

Concentration Risk. At times, the segment of the equity markets represented by the Underlying Index universe may be out of favor and underperform other segments. A significant percentage of the Underlying Index may be comprised of issuers in a single industry or group of industries. If the Fund is focused in an industry or group of industries, it may present more risks than if it were broadly diversified over numerous industries and groups of industries.

Healthcare Sector Risk. The market value of securities of issuers in the healthcare sector can be affected by factors such as extensive government regulation, restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, limited number of products, industry innovation, costs associated with obtaining and protecting patents, product liability and other claims, changes in technologies and other market developments.

Tracking Error Risk. The Fund's return may not match the return of the Underlying Index for a number of reasons. For example, the Fund incurs operating expenses not applicable to the Underlying Index, and incurs costs in buying and selling securities, especially when rebalancing the Fund's securities holdings to reflect changes in the composition of the Underlying Index. In addition, the performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Fund's portfolio and the Underlying Index resulting from legal restrictions, cost or liquidity constraints.

Replication Management Risk. Unlike many investment companies, the Fund does not utilize an investing strategy that seeks returns in excess of the Underlying Index. Therefore, it would not necessarily sell a security unless that security is removed from the Underlying Index.

The Fund's Shares will change in value, and you could lose money by investing in the Fund. The Fund may not achieve its investment objective. An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The bar chart that follows shows how the Fund performed. The table below the bar chart shows the Fund's average annual returns (before and after taxes). The bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund's performance and by showing how the Fund's average annual returns compared with a broad measure of market performance. The Fund's performance reflects fee waivers, if any, absent which, performance would have been lower. The Fund's past performance (before and after taxes) is not necessarily indicative of how the Fund will perform in the future. Updated performance information is available online at www.InvescoPowerShares.com.

The Fund's year-to-date total return for the three months ended March 31, 2011 was [ ]%.

After-tax returns in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Prior to June 16, 2011, the Fund sought to replicate, before fees and expenses, the performance of an index called the "Dynamic Large Cap Intellidex^SM Index."

"1 Year" and "Since Inception" performance for the RAFI^® Fundamental Large Core Index is not available because the Index did not commence calculation and publication until April 15, 2011.

Portfolio Managers. The following individuals are jointly and primarily responsible for the day-to-day management of the Fund's portfolio:

For important information about the purchase and sale of Shares and tax information, please turn to "Summary Information About Purchases, Sales and Taxes" on page 38 of the Prospectus.

The Fund seeks investment results that correspond (before fees and expenses) generally to the price and yield of the RAFI^® Fundamental Mid Growth Index (the "Underlying Index").

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

average daily net assets per year (the "Expense Cap") until at least August 31, 2012. The expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fee or expense was borne by the Adviser, but no recapture payment will be made by the Fund if it would result in the Fund exceeding its Expense Cap.

The Fund will normally invest at least 80% of its total assets in common equity securities of fundamentally mid companies. The Fund considers "fundamentally mid" companies to be those companies that comprise the Underlying Index. The Fund will invest at least 90% of its total assets in the component securities that comprise the Underlying Index. The Underlying Index is comprised of common equity securities of "mid growth" U.S. companies, as classified by Research Affiliates, LLC ("Research Affiliates^®" or the "Index Provider"), based on the Index Provider's Fundamental Index methodology. In selecting securities for the Underlying Index and determining each individual security's relative weight within the Underlying Index, the Index Provider utilizes fundamental measures of company size rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider's RAFI Size/Style Index suite is constructed from the 2,500 largest U.S. companies, selected based on the following four fundamental measures of company size: book value, income, sales and dividends. A composite fundamental weight is calculated for each security by equally weighting the four fundamental measures. Securities are divided into three size groups – "large," "mid" and "small" – based on their fundamental weight. The top 70% of securities measured by fundamental weight comprise the "large" size group, the next 20% comprise the "mid" size group, and the final 10% comprise the "small" size group. The Index Provider classifies the Index constituents as "growth," "core" or "value" based on the Fundamental Index methodology style score, which uses a combination of fundamental growth rates and fundamental valuation ratios.

The Fund will generally invest in all of the securities comprising its Underlying Index in proportion to their weightings in the Underlying Index.

The following summarizes the principal risks that have been identified for the Fund.

"Fundamentally Mid" Company Risk. Investing in securities of "fundamentally mid" companies involves greater risk than is customarily associated with investing in larger, more established companies. These companies' securities may be more volatile and less liquid than those of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities market. Often "fundamentally mid" companies and the industries in which they are focused are still evolving and this may make them more sensitive to changing market conditions.

Growth Investing Style Risk. The Fund emphasizes a "growth" style of investing. The market values of such securities may be more volatile than other types of investments. The returns on "growth" securities may or may not move in tandem with the returns on other styles of investing or the overall securities markets.

Concentration Risk. At times, the segment of the equity markets represented by the Underlying Index universe may be out of favor and underperform other segments. A significant percentage of the Underlying Index may be comprised of issuers in a single industry or group of industries. If the Fund is focused in an industry or group of industries, it may present more risks than if it were broadly diversified over numerous industries and groups of industries.

REIT Risk. Although the Fund will not invest in real estate directly, the real estate investment trusts ("REITs") in which the Fund will invest will be subject to risks inherent in the direct ownership of real estate. These risks include, but are not limited to, the risk of a possible lack of mortgage funds and associated interest rate risks, overbuilding, property vacancies, increases in property taxes and operating expenses, changes in zoning laws, losses due to environmental damages and changes in neighborhood values and appeal to purchasers.

The Fund's year-to-date total return for the three months ended March 31, 2011 was [ ]%.

Prior to June 16, 2011, the Fund sought to replicate, before fees and expenses, the performance of an index called the "Dynamic Mid Cap Growth Intellidex^SM Index."

"1 Year" and "Since Inception" performance for the RAFI^® Fundamental Mid Growth Index is not available because the Index did not commence calculation and publication until April 15, 2011.

Portfolio Managers. The following individuals are jointly and primarily responsible for the day-to-day management of the Fund's portfolio:

For important information about the purchase and sale of Shares and tax information, please turn to "Summary Information About Purchases, Sales and Taxes" on page 38 of the Prospectus.

The Fund seeks investment results that correspond (before fees and expenses) generally to the price and yield of the RAFI^® Fundamental Mid Core Index (the "Underlying Index").

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

offering costs, taxes and extraordinary expenses) from exceeding [ ]% of the Fund's average daily net assets per year (the "Expense Cap") until at least August 31, 2012. The expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fee or expense was borne by the Adviser, but no recapture payment will be made by the Fund if it would result in the Fund exceeding its Expense Cap.

The Fund will normally invest at least 80% of its total assets in common equity securities of fundamentally mid companies. The Fund considers "fundamentally mid" companies to be those companies that comprise the Underlying Index. The Fund will invest at least 90% of its total assets in the component securities that comprise the Underlying Index. The Underlying Index is comprised of common equity securities of "mid core" U.S. companies, as classified by Research Affiliates, LLC ("Research Affiliates^®" or the "Index Provider"), based on the Index Provider's Fundamental Index methodology. In selecting securities for the Underlying Index and determining each individual security's relative weight within the Underlying Index, the Index Provider utilizes fundamental measures of company size rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider's RAFI Size/Style Index suite is constructed from the 2,500 largest U.S. companies, selected based on the following four fundamental measures of company size: book value, income, sales and dividends. A composite fundamental weight is calculated for each security by equally weighting the four fundamental measures. Securities are divided into three size groups – "large," "mid" and "small" – based on their fundamental weight. The top 70% of securities measured by fundamental weight comprise the "large" size group, the next 20% comprise the "mid" size group, and the final 10% comprise the "small" size group. The Index Provider classifies the Index constituents as "growth," "core" or "value" based on the Fundamental Index methodology style score, which uses a combination of fundamental growth rates and fundamental valuation ratios.

The Fund will generally invest in all of the securities comprising its Underlying Index in proportion to their weightings in the Underlying Index.

The following summarizes the principal risks that have been identified for the Fund.

The Fund's Shares will change in value, and you could lose money by investing in the Fund. The Fund may not achieve its investment objective. An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit insurance Corporation or any other government agency.

The Fund's year-to-date total return for the three months ended March 31, 2011 was [ ]%.

Prior to June 16, 2011, the Fund sought to replicate, before fees and expenses, the performance of an index called the "Dynamic Mid Cap Intellidex^SM Index."

"1 Year" and "Since Inception" performance for the RAFI^® Fundamental Mid Core Index is not available because the Index did not commence calculation and publication until April 15, 2011.

Portfolio Managers. The following individuals are jointly and primarily responsible for the day-to-day management of the Fund's portfolio:

For important information about the purchase and sale of Shares and tax information, please turn to "Summary Information About Purchases, Sales and Taxes" on page 38 of the Prospectus.

The Fund seeks investment results that correspond (before fees and expenses) generally to the price and yield of the RAFI^® Fundamental Mid Value Index (the "Underlying Index").

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

The Fund will normally invest at least 80% of its total assets in common equity securities of fundamentally mid companies. The Fund considers "fundamentally mid" companies to be those companies that comprise the Underlying Index. The Fund will invest at least 90% of its total assets in the component securities that comprise the Underlying Index. The Underlying Index is comprised of common equity securities of "mid value" U.S. companies, as classified by Research Affiliates, LLC ("Research Affiliates^®" or the "Index Provider"), based on the Index Provider's Fundamental Index methodology. In selecting securities for the Underlying Index and determining each individual security's relative weight within the Underlying Index, the Index Provider utilizes fundamental measures of company size rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider's RAFI Size/Style Index suite is constructed from the 2,500 largest U.S. companies, selected based on the following four fundamental measures of company size: book value, income, sales and dividends. A composite fundamental weight is calculated for each security by equally weighting the four fundamental measures. Securities are divided into three size groups – "large," "mid" and "small" – based on their fundamental weight. The top 70% of securities measured by fundamental weight comprise the "large" size group, the next 20% comprise the "mid" size group, and the final 10% comprise the "small" size group. The Index Provider classifies the Index constituents as "growth," "core" or "value" based on the Fundamental Index methodology style score, which uses a combination of fundamental growth rates and fundamental valuation ratios.

The Fund will generally invest in all of the securities comprising its Underlying Index in proportion to their weightings in the Underlying Index.

The following summarizes the principal risks that have been identified for the Fund.

"Fundamentally Mid" Company Risk. Investing in securities of "fundamentally mid" companies involves greater risk than is customarily associated with investing in larger,

more established companies. These companies' securities may be more volatile and less liquid than those of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities market. Often "fundamentally mid" companies and the industries in which they are focused are still evolving and this may make them more sensitive to changing market conditions.

Value Investing Style Risk. A "value" style of investing emphasizes undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on "value" equity securities are less than returns on other styles of investing or the overall securities markets. Different types of securities tend to shift in and out of favor depending on market and economic conditions. Thus, the value of the Fund's investments will vary and at times may be lower or higher than that of other types of investments.

Financial Services Sector Risk. The Fund may be susceptible to adverse economic or regulatory occurrences affecting the financial services sector. Investing in the financial services sector involves risks, including the following: financial services companies are subject to extensive government regulation and, as a result, their profitability may be affected by new regulations or regulatory interpretations; unstable interest rates can have a disproportionate effect on the financial services sector; financial services companies whose securities the Fund may purchase may themselves have concentrated portfolios which makes them vulnerable to economic conditions that affect that sector; and financial services companies have been affected by increased competition, which could adversely affect the profitability or viability of such companies.

The Fund's Shares will change in value, and you could lose money by investing in the Fund. The Fund may not achieve its investment objective. An investment in

the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Fund's year-to-date total return for the three months ended March 31, 2011 was [ ]%.

Prior to June 16, 2011, the Fund sought to replicate, before fees and expenses, the performance of an index called the "Dynamic Mid Cap Value Intellidex^SM Index."

"1 Year" and "Since Inception" performance for the RAFI^® Fundamental Mid Value Index is not available because the Index did not commence calculation and publication until April 15, 2011.

Portfolio Managers. The following individuals are jointly and primarily responsible for the day-to-day management of the Fund's portfolio:

For important information about the purchase and sale of Shares and tax information, please turn to "Summary Information About Purchases, Sales and Taxes" on page 38 of the Prospectus.

The Fund seeks investment results that correspond (before fees and expenses) generally to the price and yield of the RAFI^® Fundamental Small Growth Index (the "Underlying Index").

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

The Fund will normally invest at least 80% of its total assets in common equity securities of fundamentally small companies. The Fund considers "fundamentally small" companies to be those companies that comprise the Underlying Index. The Fund will invest at least 90% of its total assets in the component securities that comprise the Underlying Index. The Underlying Index is comprised of common equity securities of "small growth" U.S. companies, as classified by Research Affiliates, LLC ("Research Affiliates^®" or the "Index Provider"), based on the Index Provider's Fundamental Index methodology. In selecting securities for the Underlying Index and determining each individual security's relative weight within the Underlying Index, the Index Provider utilizes fundamental measures of company size rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider's RAFI Size/Style Index suite is constructed from the 2,500 largest U.S. companies, selected based on the following four fundamental measures of company size: book value, income, sales and dividends. A composite fundamental weight is calculated for each security by equally weighting the four fundamental measures. Securities are divided into three size groups – "large," "mid" and "small" – based on their fundamental weight. The top 70% of securities measured by fundamental weight comprise the "large" size group, the next 20% comprise the "mid" size group, and the final 10% comprise the "small" size group. The Index Provider classifies the Index constituents as "growth," "core" or "value" based on the Fundamental Index methodology style score, which uses a combination of fundamental growth rates and fundamental valuation ratios.

The Fund will generally invest in all of the securities comprising its Underlying Index in proportion to their weightings in the Underlying Index.

The following summarizes the principal risks that have been identified for the Fund.

"Fundamentally Small" Company Risk. Investing in securities of "fundamentally small" companies involves greater risk than is customarily associated with investing in larger,

more established companies. These companies' securities may be more volatile and less liquid than those of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities market. Often "fundamentally small" companies and the industries in which they are focused are still evolving and this may make them more sensitive to changing market conditions.

Technology Sector Risk. The market value of securities of issuers in the technology sector can be significantly affected by factors such as the failure to obtain, or delays in obtaining, financing or regulatory approval, intense competition, product compatibility, consumer preferences, corporate capital expenditure, rapid obsolescence, competition from alternative technologies, and research and development of new products.

returns compared with a broad measure of market performance. The Fund's performance reflects fee waivers, if any, absent which, performance would have been lower. The Fund's past performance (before and after taxes) is not necessarily indicative of how the Fund will perform in the future. Updated performance information is available online at www.InvescoPowerShares.com.

The Fund's year-to-date total return for the three months ended March 31, 2011 was [ ]%.

Prior to June 16, 2011, the Fund sought to replicate, before fees and expenses, the performance of an index called the "Dynamic Small Cap Growth Intellidex^SM Index."

"1 Year" and "Since Inception" performance for the RAFI^® Fundamental Small Growth Index is not available because the Index did not commence calculation and publication until April 15, 2011.

Portfolio Managers. The following individuals are jointly and primarily responsible for the day-to-day management of the Fund's portfolio:

For important information about the purchase and sale of Shares and tax information, please turn to "Summary Information About Purchases, Sales and Taxes" on page 38 of the Prospectus.

The Fund seeks investment results that correspond (before fees and expenses) generally to the price and yield of the RAFI^® Fundamental Small Core Index (the "Underlying Index").

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

The Fund will normally invest at least 80% of its total assets in common equity securities of fundamentally small companies. The Fund considers "fundamentally small" companies to be those companies that comprise the Underlying Index. The Fund will invest at least 90% of its total assets in the component securities that comprise the Underlying Index. The Underlying Index is comprised of common equity securities of "small core" U.S. companies, as classified by Research Affiliates, LLC ("Research Affiliates^®" or the "Index Provider"), based on the Index Provider's Fundamental Index methodology. In selecting securities for the Underlying Index and determining each individual security's relative weight within the Underlying Index, the Index Provider utilizes fundamental measures of company size rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider's RAFI Size/Style Index suite is constructed from the 2,500 largest U.S. companies, selected based on the following four fundamental measures of company size: book value, income, sales and dividends. A composite fundamental weight is calculated for each security by equally weighting the four fundamental measures. Securities are divided into three size groups – "large," "mid" and "small" – based on their fundamental weight. The top 70% of securities measured by fundamental weight comprise the "large" size group, the next 20% comprise the "mid" size group, and the final 10% comprise the "small" size group. The Index Provider classifies the Index constituents as "growth," "core" or "value" based on the Fundamental Index methodology style score, which uses a combination of fundamental growth rates and fundamental valuation ratios.

The Fund will generally invest in all of the securities comprising its Underlying Index in proportion to their weightings in the Underlying Index.

The following summarizes the principal risks that have been identified for the Fund.

"Fundamentally Small" Company Risk. Investing in securities of "fundamentally small" companies involves greater risk than is customarily associated with investing

in larger, more established companies. These companies' securities may be more volatile and less liquid than those of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities market. Often "fundamentally small" companies and the industries in which they are focused are still evolving and this may make them more sensitive to changing market conditions.

The Fund's year-to-date total return for the three months ended March 31, 2011 was [ ]%.

Prior to June 16, 2011, the Fund sought to replicate, before fees and expenses, the performance of an index called the "Dynamic Small Cap Intellidex^SM Index."

"1 Year" and "Since Inception" performance for the RAFI^® Fundamental Small Core Index is not available because the Index did not commence calculation and publication until April 15, 2011.

Portfolio Managers. The following individuals are jointly and primarily responsible for the day-to-day management of the Fund's portfolio:

For important information about the purchase and sale of Shares and tax information, please turn to "Summary Information About Purchases, Sales and Taxes" on page 38 of the Prospectus.

The Fund seeks investment results that correspond (before fees and expenses) generally to the price and yield of the RAFI^® Fundamental Small Value Index (the "Underlying Index").

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fee or expense was borne by the Adviser, but no recapture payment will be made by the Fund if it would result in the Fund exceeding its Expense Cap.

The Fund will normally invest at least 80% of its total assets in common equity securities of fundamentally small companies. The Fund considers "fundamentally small" companies to be those companies that comprise the Underlying Index. The Fund will invest at least 90% of its total assets in the component securities that comprise the Underlying Index. The Underlying Index is comprised of common equity securities of "small value" U.S. companies, as classified by Research Affiliates, LLC ("Research Affiliates^®" or the "Index Provider"), based on the Index Provider's Fundamental Index methodology. In selecting securities for the Underlying Index and determining each individual security's relative weight within the Underlying Index, the Index Provider utilizes fundamental measures of company size rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider's RAFI Size/Style Index suite is constructed from the 2,500 largest U.S. companies, selected based on the following four fundamental measures of company size: book value, income, sales and dividends. A composite fundamental weight is calculated for each security by equally weighting the four fundamental measures. Securities are divided into three size groups – "large," "mid" and "small" – based on their fundamental weight. The top 70% of securities measured by fundamental weight comprise the "large" size group, the next 20% comprise the "mid" size group, and the final 10% comprise the "small" size group. The Index Provider classifies the Index constituents as "growth," "core" or "value" based on the Fundamental Index methodology style score, which uses a combination of fundamental growth rates and fundamental valuation ratios.

The Fund will generally invest in all of the securities comprising its Underlying Index in proportion to their weightings in the Underlying Index.

The following summarizes the principal risks that have been identified for the Fund.

"Fundamentally Small" Company Risk. Investing in securities of "fundamentally small" companies involves greater risk than is customarily associated with investing in larger, more established companies. These companies' securities may be more volatile and less liquid than those of more established companies. These securities may have

returns that vary, sometimes significantly, from the overall securities market. Often "fundamentally small" companies and the industries in which they are focused are still evolving and this may make them more sensitive to changing market conditions.

Consumer Discretionary Sector Risk. Companies engaged in the consumer discretionary sector are subject to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import controls, increased competition, depletion of resources and labor relations.

Replication Management Risk. Unlike many investment companies, the Fund does not utilize an investing strategy that seeks returns in excess of the Underlying Index.

Therefore, it would not necessarily sell a security unless that security is removed from the Underlying Index.

The Fund's year-to-date total return for the three months ended March 31, 2011 was [ ]%.

Prior to June 16, 2011, the Fund sought to replicate, before fees and expenses, the performance of an index called the "Dynamic Small Cap Value Intellidex^SM Index."

"1 Year" and "Since Inception" performance for the RAFI^® Fundamental Small Value Index is not available because the Index did not commence calculation and publication until April 15, 2011.

Portfolio Managers. The following individuals are jointly and primarily responsible for the day-to-day management of the Fund's portfolio:

For important information about the purchase and sale of Shares and tax information, please turn to "Summary Information About Purchases, Sales and Taxes" on page 38 of the Prospectus.

Each Fund issues and redeems Shares at net asset value ("NAV") only in large blocks of 50,000 Shares or multiples thereof in exchange for the deposit or delivery of a basket of securities.

Individual Shares of each Fund may only be purchased and sold on a national securities exchange through brokers. Shares of each Fund are listed for trading on NYSE Arca, Inc. ("NYSE Arca" or the "Exchange") and trade at market prices rather than NAV. Shares of each Fund may trade at a price greater than, at or less than NAV.

The Funds' distributions will generally be taxed as ordinary income or capital gains. A sale of Shares may result in capital gain or loss.

Each Fund, using an "indexing" investment approach, attempts to replicate, before fees and expenses, the performance of the applicable Underlying Index. The Adviser seeks correlation over time of 0.95 or better between each Fund's performance and the performance of the applicable Underlying Index; a figure of 1.00 would represent perfect correlation. Each Fund may sell securities that are represented in the applicable Underlying Index in anticipation of their removal from the Underlying Index, or purchase securities not represented in the Underlying Index in anticipation of their addition to the Underlying Index.

Each Fund generally invests in the securities comprising the applicable Underlying Index in proportion to their weightings in that Underlying Index. However, under various circumstances, it may not be possible or practicable to purchase all of those securities in those weightings. In those circumstances, a Fund may purchase a sample of securities in the applicable Underlying Index. There may also be instances in which the Adviser may choose to overweight another security in the applicable Underlying Index, purchase securities not in the Underlying Index which the Adviser believes are appropriate to substitute for certain securities in the Underlying Index or utilize various combinations of other available investment techniques in seeking to track the Underlying Index.

Additional information about each Fund's Underlying Index construction is set forth below.

The RAFI^® Fundamental Large Core Index is comprised of common equity securities classified by the Index Provider as "large core."

The RAFI^® Size/Style Index suite is constructed from the 2,500 largest U.S. listed companies, selected based on the following four fundamental measures of company size: latest available book value, cash flow averaged over the prior five years, sales averaged over the prior five years and total dividend distributions averaged over the prior five years. A composite fundamental weight is calculated for each security by equally weighting the four fundamental measures. For companies that have never paid dividends, that measure will be excluded from the average. Each security is then classified as "large," "mid" or "small" and "growth," "core" or "value" in the following manner:

1) Securities are segregated into three size groups: "large," "mid" and "small." Securities are divided among these groups based on their fundamental weight. The top 70% of securities measured by fundamental weight comprise the "large" size group, the next 20% comprise the "mid" size group, and the final 10% comprise the "small" size group. Securities which have a substantially different fundamental weight relative to their market cap weight are excluded.

2) Once classified into the three size groups securities are classified as "growth," "core" or "value." The Index Provider uses a methodology using fundamental measures of growth and value to give each security a style score. Based on this style score securities are classified as "growth," "core" or "value."

3) Securities within each sub-index (including the RAFI^® Fundamental Large Core Index) are weighted by their composite fundamental weight.

The RAFI^® Fundamental Large Core Index is reconstituted and rebalanced annually on the third Friday of March.

The RAFI^® Fundamental Mid Growth Index is comprised of common equity securities classified by the Index Provider as "mid growth."

2) Once classified into the three size groups securities are classified as "growth," "core" or "value." The Index Provider uses a methodology using fundamental

measures of growth and value to give each security a style score. Based on this style score securities are classified as "growth," "core" or "value."

3) Securities within each sub-index (including the RAFI^® Fundamental Mid Growth Index) are weighted by their composite fundamental weight.

The RAFI^® Fundamental Mid Growth Index is reconstituted and rebalanced annually on the third Friday of March.

The RAFI^® Fundamental Mid Core Index is comprised of common equity securities classified by the Index Provider as "mid core."

3) Securities within each sub-index (including the RAFI^® Fundamental Mid Core Index) are weighted by their composite fundamental weight.

The RAFI^® Fundamental Mid Core Index is reconstituted and rebalanced annually on the third Friday of March.

The RAFI^® Fundamental Mid Value Index is comprised of common equity securities classified by the Index Provider as "mid value."

"large" size group, the next 20% comprise the "mid" size group, and the final 10% comprise the "small" size group. Securities which have a substantially different fundamental weight relative to their market cap weight are excluded.

3) Securities within each sub-index (including the RAFI^® Fundamental Mid Value Index) are weighted by their composite fundamental weight.

The RAFI^® Fundamental Mid Value Index is reconstituted and rebalanced annually on the third Friday of March.

The RAFI^® Fundamental Small Growth Index is comprised of common equity securities classified by the Index Provider as "small growth."

3) Securities within each sub-index (including the RAFI^® Fundamental Small Growth Index) are weighted by their composite fundamental weight.

The RAFI^® Fundamental Small Growth Index is reconstituted and rebalanced annually on the third Friday of March.

The RAFI^® Fundamental Small Core Index is comprised of common equity securities classified by the Index Provider as "small core."

classified as "large," "mid" or "small" and "growth," "core" or "value" in the following manner:

3) Securities within each sub-index (including the RAFI^® Fundamental Small Core Index) are weighted by their composite fundamental weight.

The RAFI^® Fundamental Small Core Index is reconstituted and rebalanced annually on the third Friday of March.

The RAFI^® Fundamental Small Value Index is comprised of common equity securities classified by the Index Provider as "small value."

3) Securities within each sub-index (including the RAFI^® Fundamental Small Value Index) are weighted by their composite fundamental weight.

The RAFI^® Fundamental Small Value Index is reconstituted and rebalanced annually on the third Friday of March.

The following provides additional information about certain of the principal risks identified under "Principal Risks of Investing in the Fund" in each Fund's "Summary Information" section.

Equity risk is the risk that the value of the securities held by a Fund will fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate or factors relating to specific companies in which the Fund invests. For example, an adverse event, such as an unfavorable earnings report, may depress the value of equity securities of an issuer held by a Fund; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or all of the common stocks and other equity securities held by the Fund. In addition, common stock of an issuer in a Fund's portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer of the security experiences a decline in its financial condition. Common stock is subordinated to preferred stocks, bonds and other debt instruments in a company's capital structure, in terms of priority to corporate income, and therefore will be subject to greater dividend risk than preferred stocks or debt instruments of such issuers.

The technology sector can be significantly affected by the failure to obtain, or delays in obtaining, financing or regulatory approval, intense competition, product compatibility, consumer preferences, corporate capital expenditure, rapid obsolescence and research and development of new products. Companies in the technology sector also face competition or potential competition with numerous alternative technologies. In addition, the highly competitive technology sector may cause the prices for these products and services to decline in the future.

The technology sector is subject to rapid and significant changes in technology that are evidenced by the increasing pace of technological upgrades, evolving industry standards, ongoing improvements in the capacity and quality of digital technology, shorter development cycles for new products and enhancements, developments in emerging wireless transmission technologies and changes in customer requirements and preferences. The success of the sector participants depends in substantial part on the timely and successful introduction of new products.

Investing in the financial services sector involves risks, including the following: financial services companies are subject to extensive government regulation and, as a result, their profitability may be affected by new regulations or regulatory interpretations; unstable interest rates can have a disproportionate effect on the financial services sector; financial services companies whose securities a Fund may purchase may themselves have concentrated portfolios which makes them vulnerable to economic conditions that affect that sector; and financial services companies have been affected by increased competition, which could adversely affect the profitability or viability of such companies. In addition, the financial services sector is undergoing numerous changes, including continuing consolidations, development of new products and structures and changes to its regulatory framework. Increased government involvement in financial institutions, including measures such as taking ownership positions in such institutions, could result in a dilution in the value of the shares held by shareholders in such institutions. The recent deterioration of the credit markets has caused an adverse impact on a broad range of financial markets, thereby causing certain financial services companies to incur large losses. Certain financial services companies have experienced declines in the valuation of their assets and even ceased operations.

The profitability of companies in the healthcare sector may be affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, limited number of products, industry innovation, changes in technologies and other market developments. Companies in the healthcare sector are heavily dependent on patent protection. The process of obtaining patent approval can be long and costly, and the expiration of patents may adversely affect the profitability of the companies. Healthcare companies are also subject to extensive litigation based on product liability and similar claims. Companies in the healthcare sector are affected by rising costs of medical products, devices and services and the increased emphasis on the delivery of healthcare through outpatient services. Many new products are subject to regulatory approval and the process of obtaining such approval can be long and costly. Healthcare companies are also subject to competitive forces that may make it difficult to raise prices and, at times, may result in price discounting. Additionally, the profitability of some healthcare companies may be dependent on a relatively limited number of products and their products can become obsolete due to industry innovation, changes in technologies or other market developments. In addition, companies in the healthcare sector may be thinly capitalized and therefore may be susceptible to product obsolescence.

To the extent that a Fund's investments are concentrated within any one industry or group of related industries, any factors detrimental to the performance of such industry will disproportionately impact the Fund's NAV. These detrimental factors may include additional governmental regulation, including the increased cost of compliance, inflation, an increase in the cost of raw materials, an increase in interest rates and technological advances. Investments focused in a particular industry are subject to greater risk, and are more greatly impacted by market volatility, than more diversified investments.

Investments in securities of real estate companies involve risks. These risks include, among others: fluctuations in the value of the underlying properties; defaults by borrowers or tenants; market saturation; changes in general and local economic conditions; decreases in market rates for rents; changes in the availability, cost and terms of mortgage funds; increased competition, property taxes, capital expenditures, or operating expenses; and other economic, political or regulatory occurrences, including the impact of changes in environmental laws, that may affect the real estate industry.

A REIT that fails to comply with federal tax requirements affecting REITs may be subject to federal income taxation, or the federal tax requirement that a REIT distribute substantially all of its net income to its shareholders may result in a REIT having insufficient capital for future expenditures. The value of a REIT can depend on the structure of and cash flow generated by the REIT. In addition, like mutual funds, REITs have expenses, including advisory and administration fees, that are paid by their shareholders. As a result, an investor will absorb duplicate levels of fees when the Fund invests in REITs. In addition, REITs are subject to certain provisions under federal tax law. The failure of a company to qualify as a REIT could have adverse consequences for the Fund, including significantly reducing return to the Fund on its investment in such company.

The return of a Fund may not match the return of its Underlying Index for a number of reasons. For example, a Fund incurs operating expenses not applicable to its Underlying Index and incurs costs in buying and selling securities, especially when rebalancing the Fund's securities holdings to reflect changes in the composition of its Underlying Index. In addition, the performance of a Fund and its Underlying Index may vary due to asset valuation differences and differences between the Fund's portfolio and its Underlying Index resulting from legal restrictions, cost or liquidity constraints. A Fund may fair value certain of the securities it holds. To the extent a Fund calculates its NAV based on fair value prices, the Fund's ability to track its Underlying Index may be adversely affected.

Since an Underlying Index is not subject to the tax diversification requirements to which a Fund must adhere, a Fund may be required to deviate its investments from the securities and relative weightings of its Underlying Index. A Fund may not invest in certain securities included in its Underlying Index due to liquidity constraints. Liquidity constraints may delay a Fund's purchase or sale of securities included in its Underlying Index.

The investment activities of one or more of the Adviser's affiliates, including other subsidiaries of the Adviser's parent company, Invesco Ltd., for their proprietary accounts and for client accounts may also adversely impact a Fund's ability to track its Underlying Index. For example, in regulated industries, and in corporate and regulatory ownership definitions, there may be limits on the aggregate amount of investment by affiliated investors that may not be exceeded, or that may not be exceeded without the grant of a license or other regulatory or corporate consent or, if exceeded, may cause the Adviser, a Fund or other client accounts to suffer disadvantages or business restrictions. As a result, a Fund may be restricted in its ability to acquire particular securities due to positions held by the Adviser's affiliates.

A Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions and expenses. If a Fund utilizes a sampling approach, its return may not correlate as well with the return of its Underlying Index as would be the case if it purchased all of the securities in its Underlying Index with the same weightings as its Underlying Index.

As a principal investment strategy, each Fund will invest at least 90% of its total assets in the component securities that comprise its Underlying Index. Each Fund may invest its remaining assets in securities not included in the Underlying Index and in money market instruments, including other funds which invest exclusively in money market instruments (subject to applicable limitations under the Investment Company Act of 1940, as amended (the "1940 Act"), or exemptions therefrom). Each Fund will not implement a temporary defensive strategy to protect against potential securities market declines. The Adviser anticipates that it may take approximately three business days (i.e., each day the New York Stock Exchange ("NYSE") is open) for additions and deletions to each Fund's respective Underlying Index to be reflected in the portfolio composition of each Fund.

Each of the policies described herein, including the investment objective and 80% investment policy of each Fund, constitutes a non-fundamental policy that may be changed by the Board of Trustees (the "Board") of PowerShares Exchange-Traded Fund Trust (the "Trust") without shareholder approval. Each Fund's 80% investment policy requires 60 days prior written notice to shareholders before it can be changed. Certain fundamental policies of the Funds are set forth in the Funds' Statement of Additional Information ("SAI"). See "Investment Strategies and Restrictions" in the SAI.

Each Fund may borrow money from a bank up to a limit of 10% of the value of its total assets in order to meet shareholder redemptions and for temporary or emergency purposes.

The following provides additional risk information regarding investing in the Funds.

The Shares are subject to market fluctuations caused by such factors as economic, political, regulatory or market developments, changes in interest rates and perceived trends in securities prices. Overall securities values could decline generally or could underperform other investments.

Risk is inherent in all investing. An investment in each Fund involves risks similar to those of investing in any fund of equity securities traded on an exchange. You should anticipate that the value of the Shares will decline, more or less, in correlation with any decline in value of the Fund's Underlying Index.

Borrowing may exaggerate the effect on a Fund's NAV per share and in the return on the Fund's portfolio. Borrowed money will cost a Fund interest expense and/or other fees. The costs of borrowing may reduce a Fund's return. Borrowing may also cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations.

Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange's "circuit breaker" rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of a Fund will continue to be met or will remain unchanged.

The NAV of a Fund's Shares will generally fluctuate with changes in the market value of the Fund's holdings. The market prices of the Shares will generally fluctuate in accordance with changes in NAV as well as the relative supply of and demand for the Shares on the relevant Exchange. The Adviser cannot predict whether the Shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related to, but not identical to, the same forces influencing the prices of the stocks of a Fund's Underlying Index trading individually or in the aggregate at any point in time. In addition, disruptions to creations and redemptions or the existence of extreme market volatility may result in trading prices that differ significantly from NAV. If a shareholder purchases at a time when the market price is at a premium to the NAV or sells at a time when the market price is at a discount to the NAV, the shareholder may sustain losses.

Unlike interests in conventional mutual funds, which are typically only bought and sold at closing NAVs, the Funds' Shares are traded throughout the day on a national securities exchange. The Shares have been designed to be tradable in the secondary market on a national securities exchange on an intra-day basis, and to be created and redeemed principally in-kind. These in-kind arrangements are designed to protect ongoing shareholders from the adverse effects on the portfolio of each Fund that could arise from frequent cash redemption transactions. In a conventional mutual fund, redemptions can have an adverse tax impact on taxable shareholders because of the mutual fund's need to sell portfolio securities to obtain cash to meet fund redemptions. These sales may generate taxable gains for the shareholders of the mutual fund, whereas the Shares' in-kind redemption mechanism generally will not lead to a tax event for a Fund or its ongoing shareholders.

A description of the Trust's policies and procedures with respect to the disclosure of the Funds' portfolio holdings is available in the Funds' SAI, which is available at www.InvescoPowerShares.com.

The Adviser is a registered investment adviser with its offices at 301 West Roosevelt Road, Wheaton, Illinois 60187. The Adviser serves as the investment adviser to the Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust, a family of exchange-traded funds, with combined assets under management of $18.6 billion as of December 31, 2010. The Trust is currently comprised of 58 exchange-traded funds.

The Adviser has overall responsibility as the Funds' investment adviser for the selection and ongoing monitoring of the Funds' investments, managing the Funds' business affairs and providing certain clerical, bookkeeping and other administrative services.

The Adviser uses a team of portfolio managers, investment strategists and other investment specialists. This team approach brings together many disciplines and leverages the Adviser's extensive resources.

Peter Hubbard, Vice President of the Trust, oversees all research, portfolio management and trading operations of each Fund. In this capacity, Mr. Hubbard oversees a team of portfolio managers (with Mr. Hubbard, the "Portfolio Managers") who are responsible for the day-to-day management of the Fund. Mr. Hubbard

receives management assistance from Joshua Betts, Michael Jeanette and Brian Picken. Each Portfolio Manager is responsible for various functions related to portfolio management, including investing cash flows, coordinating with other team members to focus on certain asset classes, implementing investment strategy and researching and reviewing investment strategy. Each Portfolio Manager has appropriate limitations on his authority for risk management and compliance purposes.

Peter Hubbard is a Vice President of Portfolio Management of the Adviser and has been one of the Portfolio Managers primarily responsible for the day-to-day management of each Fund since June 2007 or since inception, as applicable. Mr. Hubbard has been a Portfolio Manager of the Adviser since June 2007. Mr. Hubbard was a Research Analyst for the Adviser from May 2005 to June 2007. Prior to joining the Adviser, Mr. Hubbard was employed by Ritchie Capital, a hedge fund operator, where he was a Research Analyst and Trader from September 2003 to May 2005.

Joshua Betts is a Vice President and Portfolio Manager of the Adviser and has been one of the Portfolio Managers primarily responsible for the day-to-day management of each Fund since June 2011. Mr. Betts has been a Portfolio Manager of the Adviser since November 2008. Prior to joining the Adviser, Mr. Betts was a Regional Vice President at Claymore Securities, Inc. from May 2007 to August 2008. Prior to this, he was a Portfolio Consultant for the Adviser from June 2006 to May 2007. From September 2005 to June 2006, he was a mortgage broker for Advanced Mortgage Services. He received a Bachelor of Science from Oregon State University.

Michael Jeanette is a Vice President and Portfolio Manager of the Adviser and has been one of the Portfolio Managers primarily responsible for the day-to-day management of each Fund since August 2008. Mr. Jeanette has been a Portfolio Manager of the Adviser since July 2008. Prior to joining the Adviser, Mr. Jeanette was a trust advisor and GM of Chicago based Richard Lamb, LLC from 1998 to 2007. Prior to this he was a financial advisor with Smith Barney and First Bank Systems.

Brian Picken is a Portfolio Manager of the Adviser and has been one of the Portfolio Managers primarily responsible for the day-to-day management of each Fund since August 2010. Mr. Picken has been a Portfolio Manager of the Adviser since August 2010. Mr. Picken was an Associate Portfolio Manager of the Adviser from August 2009 to August 2010, an ETF Portfolio Operations Specialist for the Adviser from August 2008 to August 2009, and prior to that a Research Analyst for the Adviser from August 2007 to August 2008. He received a Bachelor of Arts from Wheaton College.

The Funds' SAI provides additional information about the Portfolio Managers' compensation structure, other accounts managed by the Portfolio Managers and the Portfolio Managers' ownership of securities in the Trust.

The Adviser receives fees from each Fund equal to [ ]% of the Fund's average daily net assets. The Trust and the Adviser have entered into an Amended and Restated Excess Expense Agreement (the "Expense Agreement") pursuant to which the Adviser has agreed to waive fees and/or reimburse Fund expenses to the extent necessary to prevent the operating expenses of each Fund (excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes and extraordinary expenses) from exceeding [ ]% of average daily net assets per year (the "Expense Cap"), at least until August 31, 2012. The offering costs excluded from the [ ]% Expense Cap for each Fund are: (a) initial legal fees pertaining to each Fund's Shares offered for sale; (b) initial SEC and state registration fees; and (c) initial fees paid to be listed on an exchange. The Expense Agreement also provides that the expenses borne by the Adviser are subject to recapture by the

Adviser for up to three years from the date the fee or expense was borne by the Adviser, but no recapture payment will be made by the Fund if it would result in the Fund exceeding its Expense Cap.

A discussion regarding the Board's basis for approving the Investment Advisory Agreement for each Fund will be available in the Funds' Annual Report to Shareholders for the fiscal year ended April 30, 2011.

Each Fund is responsible for all of its expenses, including the investment advisory fees, costs of transfer agency, custody, fund administration, legal, audit and other services, interest, taxes, brokerage commissions and other expenses connected with executions of portfolio transactions, any distribution fees or expenses, litigation expenses, fees payable to the Trust's Board members and officers who are not "interested persons" of the Trust or the Adviser, expenses incurred in connection with the Board members' services, including travel expenses and legal fees of counsel for those members of the Board who are not "interested persons" of the Trust and extraordinary expenses.

Most investors buy and sell Shares of each Fund in secondary market transactions through brokers. Shares of each Fund are listed for trading on the secondary market on an Exchange. Shares can be bought and sold throughout the trading day like other publicly traded shares. There is no minimum investment required. When buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction. The Shares of the Funds trade under the following symbols on the following Exchanges:

Authorized participants ("APs") may acquire Shares directly from each Fund, and APs may tender their Shares for redemption directly to each Fund, only in large blocks of 50,000 Shares (each block of 50,000 Shares called a "Creation Unit") or multiples thereof ("Creation Unit Aggregations"), and in accordance with the procedures described in the SAI.

Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company ("DTC") or its nominee is the record owner of

all outstanding Shares of the Funds and is recognized as the owner of all Shares for all purposes.

Investors owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. Participants in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book entry or "street name" form.

The trading prices of Shares of each Fund on the relevant Exchange may differ from the Fund's daily NAV and can be affected by market forces of supply and demand, economic conditions and other factors.

The approximate value of Shares of each Fund, an amount representing on a per share basis the sum of the current market price of the securities ("Deposit Securities") accepted by a Fund in exchange for Shares of the Fund and an estimated cash component will be disseminated every 15 seconds throughout the trading day through the facilities of the Consolidated Tape Association. This approximate value should not be viewed as a "real-time" update of the NAV per Share of the Fund because the approximate value may not be calculated in the same manner as the NAV, which is computed once a day, generally at the end of the business day. The Funds are not involved in, or responsible for, the calculation or dissemination of the approximate value and the Funds do not make any warranty as to its accuracy.

Shares of the Funds may only be purchased and redeemed directly from the Funds in Creation Units by APs. The vast majority of trading in Shares of the Funds occurs on the secondary market, and does not involve a Fund directly. In-kind purchases and redemptions of Creation Units by APs and cash trades on the secondary market are unlikely to cause many of the harmful effects of frequent purchases and/or redemptions of Shares of a Fund. Cash purchases and/or redemptions of Creation Units, however, can result in increased tracking error, disruption of portfolio management, dilution to a Fund and increased transaction costs, which could negatively impact the Fund's ability to achieve its investment objective, and may lead to the realization of capital gains. These consequences may increase as the frequency of cash purchases and redemptions of Creation Units by APs increases. However, direct trading by APs is critical to ensuring that Shares trade at or close to NAV. To minimize these potential consequences of frequent purchases and redemptions of Shares, a Fund employs fair valuation pricing, and imposes transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by the Fund in effecting trades. In addition, the Adviser monitors trades

by APs for patterns of abusive trading and the Funds reserve the right to not accept orders from APs that the Adviser has determined may be disruptive to the management of the Funds, or otherwise not in the best interests of the Funds. For these reasons, the Board has not adopted policies and procedures with respect to frequent purchases and redemptions of Shares of the Funds.

Ordinarily, dividends from net investment income, if any, are declared and paid quarterly. Each Fund distributes its net realized capital gains, if any, to shareholders annually.

Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option available.

As with any investment, you should consider how your investment in Shares will be taxed. The tax information in this Prospectus is provided as general information. You should consult your own tax professional about the tax consequences of an investment in Shares.

Unless your investment in Shares is made through a tax-exempt entity or tax-deferred retirement account, such as an IRA plan, you need to be aware of the possible tax consequences when:

Ordinarily, dividends from net investment income, if any, are declared and paid quarterly. Each Fund may also pay a special distribution at the end of the calendar year to comply with federal tax requirements. In general, your distributions are subject to federal income tax when they are paid, whether you take them in cash or reinvest them in a Fund. Dividends paid out of a Fund's income and net short-term gains, if any, are generally taxable as ordinary income. Distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital gains, regardless of how long you have held the Shares.

Long-term capital gains of non-corporate taxpayers are generally taxed at a maximum rate of 15% for taxable years beginning before January 1, 2013. In addition, for those taxable years, some expected that any ordinary dividends declared and paid by a Fund to non-corporate shareholders may qualify for taxation at the lower reduced tax rates applicable to long-term capital gains. Without future congressional action, the maximum rate of long-term capital gains will return to 20% in 2013, and all dividends will be taxed at ordinary income rates.

Distributions in excess of a Fund's current and accumulated earnings and profits are treated as a tax-free return of capital to the extent of your basis in the Shares, and as capital gain thereafter. A distribution will reduce a Fund's NAV per Share and may

be taxable to you as ordinary income or capital gain even though, from an investment standpoint, the distribution may constitute a return of capital.

By law, the Funds must withhold a percentage of your distributions and proceeds if you have not provided a taxpayer identification number or social security number.

Currently, any capital gain or loss realized upon a sale of Shares is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as short-term capital gain or loss if the Shares have been held for one year or less. The ability to deduct capital losses may be limited.

An AP who exchanges equity securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the exchanger's aggregate basis in the securities surrendered and the Cash Component paid. A person who exchanges Creation Units for equity securities will generally recognize a gain or loss equal to the difference between the exchanger's basis in the Creation Units and the aggregate market value of the securities received and the Cash Redemption Amount. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing "wash sales," or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisor with respect to whether wash sale rules apply and when a loss might be deductible.

Under current federal tax laws, any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less.

If you purchase or redeem Creation Units, you will be sent a confirmation statement showing how many Shares you purchased or sold and at what price.

The foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in a Fund. It is not a substitute for personal tax advice. You may also be subject to state and local tax on Fund distributions and sales of Fund Shares. Consult your personal tax advisor about the potential tax consequences of an investment in Fund Shares under all applicable tax laws. For more information, please see the SAI section "Taxes."

Invesco Distributors, Inc. (the "Distributor") serves as the distributor of Creation Units for each Fund on an agency basis. The Distributor does not maintain a secondary market in Shares. The Distributor is an affiliate of the Adviser.

The Bank of New York Mellon ("BNYM") calculates each Fund's NAV at the close of regular trading (normally 4:00 p.m., Eastern time) every day the NYSE is open. NAV is calculated by deducting all of the Fund's liabilities from the total value of its assets and dividing the result by the number of Shares outstanding, rounding to the nearest cent. All valuations are subject to review by the Trust's Board or its delegate.

In determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations are readily available are valued at market value. Securities listed or traded on an exchange are generally valued at the last sales price or official closing price that day as of the close of the exchange on which the security is primarily traded. Money market securities maturing in 60 days or less will be valued at amortized cost. If a security's market price is not readily available, the security will be valued using pricing provided from independent pricing services or by another method that the Adviser, in its judgment, believes will better reflect the security's fair value in accordance with the Trust's valuation policies and procedures approved by the Board.

Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of NYSE and when a Fund calculates its NAV. Events that may cause the last market quotation to be unreliable include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Adviser determines that the closing price of the security is unreliable, the Adviser will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing involves subjective judgments and it is possible that a fair value determination for a security is materially different than the value that could be realized upon the sale of the security. In addition, fair value pricing could result in a difference between the prices used to calculate a Fund's NAV and the prices used by the Fund's Underlying Index. This may adversely affect a Fund's ability to track its Underlying Index.

BNYM, 101 Barclay Street, New York, NY 10286, is the administrator, custodian and fund accounting and transfer agent for each Fund.

Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036, serves as legal counsel to the Funds.

[ ], serves as the Funds' independent registered public accounting firm. The independent registered public accounting firm is responsible for auditing the annual financial statements of each Fund.

The financial highlights table is intended to help you understand each Fund's financial performance since its inception. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions). This information (except for the six months ended October 31, 2010) has been derived from the Funds' financial statements which have been audited by [ ], whose report, along with the Funds' financial statements, are included in the Funds' Annual Report for the fiscal year ended April 30, 2010, which is available upon request. The information for the six months ended October 31, 2010 has been derived from the Funds' unaudited financial statements, which are included in the Funds' Semi-Annual Report for the fiscal period ended October 31, 2010, which is available upon request.

**** Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Share price total return is calculated assuming an initial investment made at the share price at the beginning of the period, reinvestment of all dividends and distributions at share price during the period, and sale at the share price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.