UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21265

PowerShares Exchange-Traded Fund Trust

(Exact name of registrant as specified in charter)

3500 Lacey Road

Downers Grove, IL 60515

(Address of principal executive offices) (Zip code)

Andrew Schlossberg

President

3500 Lacey Road

Downers Grove, IL 60515

(Name and address of agent for service)

Registrant’s telephone number, including area code: 800-983-0903

Date of fiscal year end: April 30

Date of reporting period: April 30, 2014

Item 1. Reports to Stockholders.

The Registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

April 30, 2014

2014 Annual Report to Shareholders

DWAQ	PowerShares DWA NASDAQ Momentum Portfolio (formerly PowerShares Dynamic OTC Portfolio)
PWC	PowerShares Dynamic Market Portfolio
PRF	PowerShares FTSE RAFI US 1000 Portfolio
PRFZ	PowerShares FTSE RAFI US 1500 Small-Mid Portfolio

Table of Contents

The Market Environment	3
Manager’s Analysis	4
Broad Market Portfolios
Schedules of Investments
PowerShares DWA NASDAQ Momentum Portfolio (DWAQ) (formerly PowerShares Dynamic OTC Portfolio)	14
PowerShares Dynamic Market Portfolio (PWC)	16
PowerShares FTSE RAFI US 1000 Portfolio (PRF)	18
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ)	28
Statements of Assets and Liabilities	43
Statements of Operations	44
Statements of Changes in Net Assets	46
Financial Highlights	48
Notes to Financial Statements	50
Report of Independent Registered Public Accounting Firm	58
Fees and Expenses	59
Tax Information	60
Trustees and Officers	61
Board Considerations Regarding Continuation of Investment Advisory Agreement	66

2

The Market Environment

Domestic Equity

The U.S. equity market rose to multiyear or all-time highs during the fiscal year ended April 30, 2014.¹ Corporate earnings were resilient in the face of modest economic growth, driven by strong profitability across many sectors, and fundamentals for corporations and consumers remained relatively stable following significant recovery in prior years.

However, the fiscal year began with capital markets in the U.S. declining. In May and June 2013, equity and fixed income markets fell following then-U.S. Federal Reserve (the “Fed”) Chairman Ben Bernanke’s comments suggesting that the time was approaching to reduce, or “taper,” the size of its bond buying economic stimulus program. This sell-off was brief but broad, and few asset classes were immune. Markets stabilized in mid-summer and generally rose, with some brief interruptions, through the end of 2013. The Fed’s announcement in December that tapering of its bond purchases would begin in early 2014 had little effect on equities as the announcement was widely anticipated. After strong performance in the second half of 2013, the U.S. equity market turned volatile in the first four months of 2014 as investors worried that stocks may have risen too high, too fast in 2013. Adding to this investor uncertainty during 2014 was political upheaval in Ukraine and signs of economic sluggishness in the U.S. and China.

¹  Source: Reuters

3

DWAQ	Manager’s Analysis
	PowerShares DWA NASDAQ Momentum Portfolio (DWAQ)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic OTC Portfolio to PowerShares DWA NASDAQ Momentum Portfolio and the underlying index changed from Dynamic OTC Intellidex^SM Index to Dorsey Wright NASDAQ Technical Leaders Index. The Fund changed its ticker symbol from PWO to DWAQ and also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA NASDAQ Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dorsey Wright NASDAQ Technical Leaders Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes companies in the Index pursuant to a proprietary methodology that is designed to identify companies that demonstrate powerful relative strength characteristics based upon their market performance. The Index Provider ranks a starting universe of approximately 1,000 equity securities traded on The NASDAQ Stock Market, LLC that have the largest market capitalizations using a proprietary methodology based upon each security’s market performance to determine each securities “momentum” score. A “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. Each security’s score is based on intermediate and long-term upward price movements relative to a representative market benchmark and the other eligible securities. The Index Provider identifies 100 securities with the highest momentum score to include in the Index. Securities with larger momentum scores receive greater weight within the Index. The Index is rebalanced and reconstituted quarterly, but no changes are made to the Index between these quarterly rebalance dates. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 16.77%. On a net asset value (“NAV”) basis, the Fund returned 16.64%. During the same time period, the Blended- Dorsey Wright NASDAQ Technical Leaders Index returned 17.43%, while the Dynamic OTC Intellidex^SM Index, the Fund’s previous underlying index, returned 29.05%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable underlying index, during such periods as the Fund was seeking to track the relevant index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the NASDAQ Composite Index (the “Benchmark Index”) returned 23.61%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 2,499 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of broad-based equity market benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the equity market.

The performance of the Fund differed from the Benchmark Index because the Index employs a proprietary stock selection and weighting methodology whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, the Fund was most overweight in the healthcare and information technology sectors and most underweight in the materials and consumer staples sectors during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocations.

For the fiscal year ended April 30, 2014, the healthcare sector contributed most significantly to the Fund’s return, followed by the consumer discretionary and consumer staples sectors, respectively. Energy was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Keurig Green Mountain, Inc., a consumer staples company (portfolio average weight of 2.19%), and Micron Technology, Inc., an information technology company (portfolio average weight of 1.54%). Positions that detracted most significantly from the Fund’s return included Jazz Pharmaceuticals PLC, a health care company (portfolio average weight of 0.68%), and CalAmp Corp., an information technology company (portfolio average weight of 0.3%).

4

PowerShares DWA NASDAQ Momentum Portfolio (DWAQ) (continued)

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Health Care	38.1
Information Technology	23.6
Consumer Discretionary	19.2
Industrials	9.6
Financials	4.3
Energy	2.5
Consumer Staples	2.0
Materials	0.7
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Gilead Sciences, Inc.	3.5
Apple, Inc.	3.4
Jazz Pharmaceuticals PLC	3.1
Starz, Class A	3.0
Accelerate Diagnostics, Inc.	2.8
Henry Schein, Inc.	2.7
Priceline Group, Inc. (The)	2.6
Regeneron Pharmaceuticals, Inc.	2.0
Measurement Specialties, Inc.	1.9
ACADIA Pharmaceuticals, Inc.	1.9
Total	26.9

5

PowerShares DWA NASDAQ Momentum Portfolio (DWAQ) (continued)

Growth of a $10,000 Investment

Fund Performance History as of 4/30/14

Index	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			10 Years Avg.  Ann.†††			10 Years Cumulative			Fund Inception†
																						Avg. Ann.†††			Cumulative
Blended-Dorsey Wright NASDAQ Technical LeadersTM††		17.43	%		7.74	%		25.05	%		15.82	%		108.43	%		6.76	%		92.42	%		8.64	%		148.66	%
Dorsey Wright NASDAQ Technical LeadersTM††		19.16			11.93			40.22			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic OTC IntellidexSM Index††		29.05			11.18			37.43			18.03			129.06			7.78			111.46			9.57			173.28
NASDAQ Composite Index		23.61			12.71			43.19			19.10			139.59			7.92			114.29			9.79			179.42
Fund
NAV Return		16.64			6.94			22.31			14.99			101.04			6.10			80.78			7.93			131.57
Market Price Return		16.77			6.94			22.30			14.98			100.98			6.08			80.43			7.92			131.21

Fund Inception: May 1, 2003

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.96%, including acquired fund fees and expenses of 0.01%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended-Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “5 Years,” “10 Years” and “Fund Inception” performance for the Dorsey Wright NASDAQ Technical Leaders^TM Index is not available because that Index did not commence calculation until March 31, 2011. The Blended-Dorsey Wright NASDAQ Technical Leaders^TM Index performance is comprised of the performance of the Dynamic OTC Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

6

PWC	Manager’s Analysis
	PowerShares Dynamic Market Portfolio (PWC)

As an index fund, the PowerShares Dynamic Market Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Market Intellidex^SM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks that comprise the Index.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes stocks that, based upon its rankings, it believes possess the greatest investment potential for the Index. The Index uses market-like sector weightings and market-capitalization groupings in seeking to produce a sector and size dispersion similar to the overall broad market. The Index Provider ranks the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ for investment potential using a proprietary model. The Index Provider ranks companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, and then sorts them based on their cumulative score on the above criteria. The Index Provider divides the universe of stocks into ten economic sectors and divides each sector into two market-capitalization groupings: large and mid/small. The Index includes 100 companies from the top of each sector and size category. The Index Provider selects a defined number of the top ranked large and mid/small stocks within each sector. The number of stocks selected within a sector is predetermined and based on the percentage of the overall market represented by such sector. The Index Provider allocates 70% of the Index weighting to 30 large-capitalization stocks across the sectors and 30% of the Index weighting to 70 mid/small-capitalization stocks across the sectors. The index provider equally weights stock within their size groups. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 26.15%. On a net asset value (“NAV”) basis, the Fund returned 26.09%. During the same time period, the Index returned 26.97%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Index (the “Benchmark Index”) returned 20.44%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 500 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar broad market benchmark. The Benchmark Index was selected for its recognition

in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the broad U.S. stock market.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a modified equal weighting and stock selection methodology whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the information technology sector and most underweight in the financials sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to the stocks that outperformed within the industrials and health care sectors.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the information technology and health care sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Delta Air Lines, Inc., an industrials company (portfolio average weight of 1.4%), and Southwest Airlines Co., an industrials company (portfolio average weight of 2.31%). Positions that detracted most significantly from the Fund’s return included PulteGroup, Inc., a consumer discretionary company (portfolio average weight of 0.55%), and Apache Corporation, an energy company (portfolio average weight of 0.86%).

7

PowerShares Dynamic Market Portfolio (PWC) (continued)

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Information Technology	18.5
Financials	13.9
Consumer Discretionary	13.5
Health Care	12.6
Energy	12.3
Industrials	11.1
Consumer Staples	9.1
Materials	3.8
Utilities	2.9
Telecommunication Services	2.3
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Valero Energy Corp.	4.6
Marathon Oil Corp.	4.2
Archer-Daniels-Midland Co.	3.3
CVS Caremark Corp.	3.0
Hewlett-Packard Co.	2.9
Micron Technology, Inc.	2.8
Mosaic Co. (The)	2.8
Western Digital Corp.	2.7
Northrop Grumman Corp.	2.6
L-3 Communications Holdings, Inc.	2.6
Total	31.5

8

PowerShares Dynamic Market Portfolio (PWC) (continued)

Growth of a $10,000 Investment

Fund Performance History as of 4/30/14

Index	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			10 Years Avg.  Ann.††			10 Years Cumulative			Fund Inception†
																						Avg. Ann.††			Cumulative
Dynamic Market IntellidexSM Index		26.97	%		15.53	%		54.22	%		19.75	%		146.26	%		8.94	%		135.36	%		10.85	%		210.66	%
S&P 500® Index		20.44			13.83			47.48			19.14			140.02			7.67			109.32			8.98			157.34
Fund
NAV Return		26.09			14.74			51.05			18.92			137.79			8.31			122.22			10.17			190.20
Market Price Return		26.15			14.75			51.12			18.92			137.88			8.30			122.05			10.17			190.17

Fund Inception: May 1, 2003

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.63%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

9

PRF	Manager’s Analysis
	PowerShares FTSE RAFI US 1000 Portfolio (PRF)

As an index fund, the PowerShares FTSE RAFI US 1000 Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the FTSE RAFI US 1000 Index (the “Index”). The Fund generally will invest at least 90% of its total assets in securities that comprise the Index.

FTSE International Limited and Research Affiliates, LLC (collectively, the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider selects its components from the universe of stocks that are incorporated in the United States. The Index is designed to track the performance of the largest U.S. equity stocks that the Index Provider includes in the Index based on four fundamental measures of firm size: book value, cash flow, sales and dividends. The Index Provider ranks the universe of companies by equally weighting each fundamental measure. It then takes 1,000 stocks with the highest fundamental weight and assigns a weight equal to its investable RAFI fundamental value, rather than their market capitalization. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 21.61%. On a net asset value (“NAV”) basis, the Fund returned 21.68%. During the same time period, the Index returned 22.13%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 1000^® Index (the “Benchmark Index”) returned 20.81%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 1,000 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a broad U.S. equity large cap benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. large cap market.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the financials sector and most underweight in the information technology sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the

Benchmark Index during that period can be attributed to the stocks that outperformed within these sectors.

For the fiscal year ended April 30, 2014, the financials sector contributed most significantly to the Fund’s return, followed by the industrials and information technology sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Bank of America Corp., a financials company (portfolio average weight of 2.29%), and Exxon Mobil Corp., an energy company (portfolio average weight of 2.82%). Positions that detracted most significantly from the Fund’s return included Verizon Communications Inc., a telecommunication services company (portfolio average weight of 1.30%), and NII Holdings, Inc., a telecommunication services company (portfolio average weight of 0.05%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	20.2
Energy	13.3
Information Technology	11.4
Industrials	11.0
Consumer Discretionary	10.5
Health Care	10.2
Consumer Staples	10.0
Utilities	5.3
Materials	4.1
Telecommunication Services	4.0
Money Market Fund Plus Other Assets Less Liabilities	0.0
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Exxon Mobil Corp.	3.2
Chevron Corp.	2.2
AT&T, Inc.	2.1
General Electric Co.	1.9
JPMorgan Chase & Co.	1.7
Bank of America Corp.	1.6
Wells Fargo & Co.	1.5
Berkshire Hathaway, Inc., Class B	1.4
Pfizer, Inc.	1.3
Verizon Communications, Inc.	1.3
Total	18.2

10

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
FTSE RAFI US 1000 Index		22.13	%		14.68	%		50.82	%		22.33	%		173.98	%		9.04	%		106.14	%
Russell 1000® Index		20.81			13.80			47.37			19.52			143.86			7.42			81.96
Fund
NAV Return		21.68			14.25			49.12			21.89			169.01			8.55			98.64
Market Price Return		21.61			14.23			49.06			21.87			168.86			8.58			99.02

Fund Inception: December 19, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.43%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund

distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

11

PRFZ	Manager’s Analysis
	PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ)

As an index fund, the PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the FTSE RAFI US 1500 Small-Mid Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks that comprise the Index.

FTSE International Limited and Research Affiliates, LLC (collectively, the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider selects the components from the universe of stocks that are incorporated in the United States. The Index is designed to track the performance of small and medium-sized U.S. equity stocks that the Index Provider includes in the Index based on four fundamental measures of firm size: book value, cash flow, sales and dividends. The Index Provider calculates an overall weight for each company by equally weighting each fundamental measure and excluding dividends from the average for companies that have never paid dividends. The Index Provider then excludes the equities with a fundamental weight ranking of 1 through 1,000 and instead includes the equities with a fundamental weight ranking of 1,001 through 2,500. Finally, the Index Provider assigns a weight to each of these 1,500 stocks by their investable RAFI fundamental value rather than their market capitalization. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 25.40%. On a net asset value (“NAV”) basis, the Fund returned 25.22%. During the same time period, the Index returned 25.50%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 2000^® Index (the “Benchmark Index”) returned 20.50%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 2,000 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a U.S. small cap stock benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. small cap stock market.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the consumer discretionary sector and most underweight in the

health care sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to the stocks that outperformed within the financial and information technology sectors.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the information technology and consumer discretionary sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included GT Advanced Technologies Inc., an information technology company (portfolio average weight of 0.23%), and Zale Corp., a consumer discretionary company (portfolio average weight of 0.28%). Positions that detracted most significantly from the Fund’s return included Tower Group International Ltd., a financials company (portfolio average weight of 0.08%), and Furniture Brands International, Inc., a consumer discretionary company (portfolio average weight of 0.01%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	21.2
Consumer Discretionary	17.4
Industrials	16.8
Information Technology	16.2
Energy	8.0
Health Care	7.4
Materials	6.1
Consumer Staples	4.0
Utilities	1.6
Telecommunication Services	1.3
Money Market Fund Plus Other Assets Less Liabilities	0.0
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Matson, Inc.	0.6
Stone Energy Corp.	0.2
Susser Holdings Corp.	0.2
Axiall Corp.	0.2
CDW Corp.	0.2
ANN, Inc.	0.2
Fresh Del Monte Produce, Inc.	0.2
Atlas Air Worldwide Holdings, Inc.	0.2
Asbury Automotive Group, Inc.	0.2
Anworth Mortgage Asset Corp.	0.2
Total	2.4

12

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

Index	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
																Avg. Ann.††			Cumulative
FTSE RAFI US 1500 Small-Mid Index		25.50	%		12.53	%		42.48	%		23.97	%		192.82	%		10.22	%		109.69	%
Russell 2000® Index		20.50			10.74			35.79			19.84			147.15			7.24			70.29
Fund
NAV Return		25.22			12.30			41.63			23.79			190.64			9.95			105.75
Market Price Return		25.40			12.32			41.71			23.84			191.25			9.95			105.81

Fund Inception: September 20, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.43%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund

distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

13

Schedule of Investments^(a)

PowerShares DWA NASDAQ Momentum Portfolio (DWAQ)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—19.2%
	444	Amazon.com, Inc.(b)	$	135,034
	7,600	Caesars Entertainment Corp.(b)		140,372
	3,147	Cheesecake Factory, Inc. (The)		141,269
	2,092	DIRECTV(b)		162,339
	3,254	Fiesta Restaurant Group, Inc.(b)		119,129
	8,083	Liberty Interactive Corp., Class A(b)		234,892
	5,005	Loral Space & Communications, Inc.(b)		360,310
	9,721	Melco Crown Entertainment Ltd. ADR (Hong Kong)		332,264
	3,478	Monro Muffler Brake, Inc.		196,159
	781	Netflix, Inc.(b)		251,513
	1,201	O’Reilly Automotive, Inc.(b)		178,697
	9,608	Papa John’s International, Inc.		421,407
	574	Priceline Group, Inc. (The)(b)		664,548
	2,574	Rentrak Corp.(b)		146,692
	23,807	Starz, Class A(b)		768,252
	1,603	Tesla Motors, Inc.(b)		333,248
	10,870	Tuesday Morning Corp.(b)		151,962
	982	Wynn Resorts Ltd.		200,220
				4,938,307
		Consumer Staples—2.0%
	1,759	Hain Celestial Group, Inc. (The)(b)		151,309
	1,951	Keurig Green Mountain, Inc.		182,770
	8,487	Pilgrim’s Pride Corp. (Brazil)(b)		185,526
				519,605
		Energy—2.5%
	11,695	Green Plains Renewable Energy, Inc.		349,680
	2,253	Gulfport Energy Corp.(b)		165,979
	2,776	RigNet, Inc.(b)		129,806
				645,465
		Financials—4.3%
	3,913	Bank of the Ozarks, Inc.		234,389
	5,590	BofI Holding, Inc.(b)		450,610
	4,588	East West Bancorp, Inc.		158,332
	1,279	SVB Financial Group(b)		136,456
	2,371	Texas Capital Bancshares, Inc.(b)		133,226
				1,113,013
		Health Care—38.1%
	23,870	ACADIA Pharmaceuticals, Inc.(b)		480,503
	38,665	Accelerate Diagnostics, Inc.(b)		712,596
	3,632	Air Methods Corp.(b)		202,193
	1,176	Alexion Pharmaceuticals, Inc.(b)		186,043
	11,999	Anacor Pharmaceuticals, Inc.(b)		197,624
	1,185	athenahealth, Inc.(b)		146,513
	1,107	Atrion Corp.		319,181
	566	Biogen Idec, Inc.(b)		162,510
	4,467	Cardiovascular Systems, Inc.(b)		128,426
	8,565	Cerner Corp.(b)		439,385
	2,994	Clovis Oncology, Inc.(b)		161,886
	4,430	DexCom, Inc.(b)		143,709
	17,544	Dyax Corp.(b)		115,966
	11,451	Gilead Sciences, Inc.(b)		898,789
	5,971	Henry Schein, Inc.(b)		682,067
	1,262	IDEXX Laboratories, Inc.(b)		159,567

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	1,194	Illumina, Inc.(b)	$	162,205
	2,637	Incyte Corp.(b)		128,053
	3,963	Insys Therapeutics, Inc.(b)		162,721
	1,652	Intercept Pharmaceuticals, Inc.(b)		436,326
	4,449	InterMune, Inc.(b)		142,724
	5,985	Jazz Pharmaceuticals PLC(b)		807,377
	31,204	Keryx Biopharmaceuticals, Inc.(b)		460,883
	4,281	Ligand Pharmaceuticals, Inc.(b)		270,431
	3,107	Mylan, Inc.(b)		157,774
	5,575	Pacira Pharmaceuticals, Inc.(b)		381,832
	7,378	Prothena Corp. PLC (Ireland)(b)		162,316
	1,724	Regeneron Pharmaceuticals, Inc.(b)		511,838
	13,384	Sangamo BioSciences, Inc.(b)		185,235
	3,055	Seattle Genetics, Inc.(b)		117,556
	7,213	Spectranetics Corp. (The)(b)		153,348
	17,088	Trinity Biotech PLC ADR (Ireland)		418,827
				9,796,404
		Industrials—9.6%
	4,826	Altra Industrial Motion Corp.		164,856
	730	AMERCO		182,580
	2,099	American Railcar Industries, Inc.		145,754
	5,005	ArcBest Corp.		197,297
	4,480	Astronics Corp.(b)		255,898
	3,181	Avis Budget Group, Inc.(b)		167,289
	2,832	B/E Aerospace, Inc.(b)		248,565
	6,072	H&E Equipment Services, Inc.(b)		234,076
	753	Middleby Corp. (The)(b)		190,117
	2,377	Power Solutions International, Inc.(b)		196,697
	5,154	Primoris Services Corp.		144,209
	4,516	Saia, Inc.(b)		185,924
	9,034	TASER International, Inc.(b)		145,899
				2,459,161
		Information Technology—23.6%
	6,311	Ambarella Inc.(b)		156,828
	1,485	Apple, Inc.		876,284
	6,037	ARM Holdings PLC ADR (United Kingdom)		274,804
	2,060	Baidu, Inc. ADR (China)(b)		316,931
	15,101	CalAmp Corp.(b)		268,043
	3,772	Concur Technologies, Inc.(b)		303,533
	780	CoStar Group, Inc.(b)		125,494
	5,791	Cray, Inc.(b)		166,259
	1,565	FEI Co.		124,449
	2,620	First Solar, Inc.(b)		176,824
	14,985	GT Advanced Technologies, Inc.(b)		248,901
	34,617	Himax Technologies, Inc. ADR (Taiwan)		301,860
	2,290	IPG Photonics Corp.(b)		148,003
	1,772	Littelfuse, Inc.		160,454
	5,626	Manhattan Associates, Inc.(b)		177,388
	7,505	Measurement Specialties, Inc.(b)		482,947
	6,687	Micron Technology, Inc.(b)		174,664
	2,939	Seagate Technology PLC		154,533
	4,607	Skyworks Solutions, Inc.(b)		189,117
	11,295	SunPower Corp. (France)(b)		377,479
	4,753	Ubiquiti Networks, Inc.(b)		184,084
	1,622	Ultimate Software Group, Inc. (The)(b)		194,040

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

14

PowerShares DWA NASDAQ Momentum Portfolio (DWAQ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	4,291	Web.com Group, Inc.(b)	$	131,777
	3,507	YY, Inc. ADR (China)(b)		201,161
	1,529	Zillow, Inc., Class A(b)		166,202
				6,082,059
		Materials—0.7%
	3,008	Methanex Corp. (Canada)		186,496
		Total Common Stocks and Other Equity Interests (Cost $27,966,388)		25,740,510
		Money Market Fund—0.2%
	47,779	Invesco Premier Portfolio—Institutional Class(c) (Cost $47,779)		47,779
		Total Investments (Cost $28,014,167)—100.2%		25,788,289
		Other assets less liabilities—(0.2)%		(53,961	)
		Net Assets—100.0%	$	25,734,328

Investment Abbreviations:

ADR—American Depositary Receipt

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

15

Schedule of Investments^(a)

PowerShares Dynamic Market Portfolio (PWC)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—13.5%
	6,111	Advance Auto Parts, Inc.	$	741,203
	23,354	Apollo Education Group, Inc.(b)		673,996
	14,153	Brinker International, Inc.		695,478
	58,512	DIRECTV(b)		4,540,531
	77,167	DISH Network Corp., Class A(b)		4,387,716
	28,968	Goodyear Tire & Rubber Co. (The)		729,994
	7,432	Harman International Industries, Inc.		814,622
	25,085	ITT Educational Services, Inc.(b)		677,295
	78,474	Macy’s, Inc.		4,506,762
	46,318	Michael Kors Holdings Ltd.(b)		4,224,202
	52,629	Modine Manufacturing Co.(b)		867,326
	47,403	New York Times Co. (The), Class A		762,240
	11,004	Outerwall, Inc.(b)		763,127
	81,249	Wendy’s Co. (The)		675,179
				25,059,671
		Consumer Staples—9.1%
	14,688	Andersons, Inc. (The)		914,916
	138,873	Archer-Daniels-Midland Co.		6,072,916
	9,940	Constellation Brands, Inc., Class A(b)		793,610
	77,088	CVS Caremark Corp.		5,605,840
	28,044	Diamond Foods, Inc.(b)		857,305
	9,645	Nu Skin Enterprises, Inc., Class A		839,115
	45,948	Pilgrim’s Pride Corp. (Brazil)(b)		1,004,423
	35,656	Spartan Stores, Inc.		768,030
				16,856,155
		Energy—12.3%
	15,601	Helmerich & Payne, Inc.		1,695,049
	214,606	Marathon Oil Corp.		7,758,007
	47,593	Matrix Service Co.(b)		1,473,955
	75,297	Midcoast Energy Partners LP		1,647,498
	149,839	Valero Energy Corp.		8,566,296
	42,264	Western Refining, Inc.		1,838,484
				22,979,289
		Financials—13.9%
	18,867	AMBAC Financial Group, Inc.(b)		569,406
	11,407	American Financial Group, Inc.		666,511
	17,360	Aspen Insurance Holdings Ltd.		794,741
	9,935	Assurant, Inc.		669,718
	27,248	BancorpSouth, Inc.		636,513
	33,050	Central Pacific Financial Corp.		620,349
	114,785	Charles Schwab Corp. (The)		3,047,542
	73,342	CNA Financial Corp.		3,003,355
	140,260	Fifth Third Bancorp		2,890,759
	60,702	Lincoln National Corp.		2,944,654
	12,147	LPL Financial Holdings, Inc.		575,160
	41,907	Old Republic International Corp.		693,980
	6,594	PartnerRe Ltd.		695,008
	285,991	Regions Financial Corp.		2,899,949
	9,853	StanCorp Financial Group, Inc.		602,018
	33,100	Symetra Financial Corp.		683,846
	36,295	Travelers Cos., Inc. (The)		3,287,601
	39,069	United Community Banks, Inc.(b)		630,964
				25,912,074

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care—12.6%
	14,589	AmSurg Corp.(b)	$	631,850
	28,482	C.R. Bard, Inc.		3,911,433
	57,402	Cardinal Health, Inc.		3,990,013
	51,588	Cigna Corp.		4,129,104
	13,907	Corvel Corp.(b)		633,325
	17,588	ExamWorks Group, Inc.(b)		647,238
	36,510	Humana, Inc.		4,006,972
	24,830	Impax Laboratories, Inc.(b)		649,304
	10,466	Magellan Health Services, Inc.(b)		604,098
	10,520	MEDNAX, Inc.(b)		623,310
	17,671	Myriad Genetics, Inc.(b)		745,893
	74,665	PDL BioPharma, Inc.		633,906
	26,550	PharMerica Corp.(b)		721,894
	10,532	Questcor Pharmaceuticals, Inc.		865,520
	6,309	United Therapeutics Corp.(b)		630,963
				23,424,823
		Industrials—11.1%
	8,965	Alaska Air Group, Inc.		843,427
	23,351	ArcBest Corp.		920,497
	18,612	Engility Holdings, Inc.(b)		812,228
	38,015	Exelis, Inc.		704,798
	7,664	Huntington Ingalls Industries, Inc.		789,392
	87,956	JetBlue Airways Corp.(b)		695,292
	41,378	Kimball International, Inc., Class B		693,495
	41,876	L-3 Communications Holdings, Inc.		4,831,234
	39,927	Northrop Grumman Corp.		4,851,530
	49,357	Raytheon Co.		4,712,606
	48,479	RPX Corp.(b)		794,086
				20,648,585
		Information Technology—18.5%
	17,186	Alliance Data Systems Corp.(b)		4,157,293
	25,278	Broadridge Financial Solutions, Inc.		969,158
	99,738	Brocade Communications Systems, Inc.(b)		928,561
	46,744	CTS Corp.		831,576
	106,648	Flextronics International Ltd.(b)		958,766
	12,931	Harris Corp.		950,687
	163,982	Hewlett-Packard Co.		5,421,245
	32,412	Ingram Micro, Inc., Class A(b)		873,827
	16,419	Jack Henry & Associates, Inc.		905,672
	183,239	Juniper Networks, Inc.(b)		4,524,171
	22,651	Lexmark International, Inc., Class A		973,993
	25,192	Manhattan Associates, Inc.(b)		794,304
	202,555	Micron Technology, Inc.(b)		5,290,737
	23,196	Plexus Corp.(b)		972,376
	48,281	Take-Two Interactive Software, Inc.(b)		983,967
	56,325	Western Digital Corp.		4,963,922
				34,500,255
		Materials—3.8%
	6,509	Domtar Corp.		607,680
	103,292	Mosaic Co. (The)		5,168,732
	14,360	Neenah Paper, Inc.		723,313
	9,890	Packaging Corp. of America		658,971
				7,158,696

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

16

PowerShares Dynamic Market Portfolio (PWC) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Telecommunication Services—2.3%
	44,029	AT&T, Inc.	$	1,571,835
	10,540	Cogent Communications Group, Inc.		363,314
	21,074	Consolidated Communications Holdings, Inc.		419,794
	82,308	Frontier Communications Corp.		489,733
	29,547	Verizon Communications, Inc.		1,380,731
				4,225,407
		Utilities—2.9%
	57,596	AES Corp. (The)		832,262
	13,863	Black Hills Corp.		800,588
	51,761	Duke Energy Corp.		3,855,677
				5,488,527
		Total Common Stocks and Other Equity Interests (Cost $179,962,290)		186,253,482
		Money Market Fund—0.0%
	16,067	Invesco Premier Portfolio—Institutional Class(c) (Cost $16,067)		16,067
		Total Investments (Cost $179,978,357)—100.0%		186,269,549
		Other assets less liabilities—(0.0)%		(50,738	)
		Net Assets—100.0%	$	186,218,811

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

17

Schedule of Investments^(a)

PowerShares FTSE RAFI US 1000 Portfolio (PRF)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—10.5%
	17,073	Aaron’s, Inc.	$	503,141
	24,826	Abercrombie & Fitch Co., Class A		912,604
	7,474	Advance Auto Parts, Inc.		906,521
	13,766	Amazon.com, Inc.(b)		4,186,654
	70,459	American Eagle Outfitters, Inc.		814,506
	33,249	Apollo Education Group, Inc.(b)		959,566
	24,034	Ascena Retail Group, Inc.(b)		413,385
	17,072	Autoliv, Inc.		1,741,003
	10,358	AutoNation, Inc.(b)		548,870
	3,071	AutoZone, Inc.(b)		1,639,576
	30,815	Barnes & Noble, Inc.(b)		505,366
	35,084	Bed Bath & Beyond, Inc.(b)		2,179,769
	189,037	Best Buy Co., Inc.		4,901,729
	29,813	Big Lots, Inc.(b)		1,177,613
	18,775	BorgWarner, Inc.		1,166,678
	10,860	Brinker International, Inc.		533,660
	6,156	Cabela’s, Inc.(b)		403,895
	79,249	Cablevision Systems Corp., Class A		1,323,458
	32,794	Caesars Entertainment Corp.(b)(c)		605,705
	62,602	Career Education Corp.(b)		451,986
	34,843	CarMax, Inc.(b)		1,525,427
	98,274	Carnival Corp.		3,863,151
	5,826	Carter’s, Inc.		429,143
	865	CBS Corp., Class A		50,300
	59,702	CBS Corp., Class B- Non Voting, Class B		3,448,388
	12,529	Charter Communications, Inc., Class A(b)		1,698,055
	22,882	Chico’s FAS, Inc.		363,366
	1,098	Chipotle Mexican Grill, Inc.(b)		547,353
	22,988	Cinemark Holdings, Inc.		680,905
	30,436	Coach, Inc.		1,358,967
	378,255	Comcast Corp., Class A		19,528,456
	22,824	Cooper Tire & Rubber Co.		574,024
	51,258	CST Brands, Inc.		1,672,549
	35,982	D.R. Horton, Inc.		801,679
	40,977	Dana Holding Corp.		867,483
	34,715	Darden Restaurants, Inc.		1,725,683
	36,193	Delphi Automotive PLC (United Kingdom)		2,419,140
	9,865	DeVry Education Group, Inc.		444,221
	12,219	Dick’s Sporting Goods, Inc.		643,453
	8,303	Dillard’s, Inc., Class A		813,113
	81,777	DIRECTV(b)		6,345,895
	11,579	Discovery Communications, Inc., Class A(b)		878,846
	40	Discovery Communications, Inc., Class B(b)		3,005
	6,350	Discovery Communications, Inc., Class C(b)		445,325
	28,496	DISH Network Corp., Class A(b)		1,620,283
	37,110	Dollar General Corp.(b)		2,094,488
	25,167	Dollar Tree, Inc.(b)		1,310,446
	10,630	Expedia, Inc.		754,624
	21,911	Express, Inc.(b)		319,243
	15,958	Family Dollar Stores, Inc.		937,532
	28,004	Foot Locker, Inc.		1,303,026
	1,071,950	Ford Motor Co.		17,311,992
	4,681	Fossil Group, Inc.(b)		499,229
	37,554	GameStop Corp., Class A		1,490,143
	54,608	Gannett Co., Inc.		1,483,699
	41,464	Gap, Inc. (The)		1,629,535

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	18,646	Garmin Ltd.(c)	$	1,064,687
	457,084	General Motors Co.		15,760,256
	5,716	Genesco, Inc.(b)		436,531
	14,845	Gentex Corp.		425,606
	27,210	Genuine Parts Co.		2,370,535
	8,781	GNC Holdings, Inc., Class A		395,145
	106,896	Goodyear Tire & Rubber Co. (The)		2,693,779
	1,054	Graham Holdings Co., Class B		707,476
	9,623	Group 1 Automotive, Inc.		694,107
	20,896	Guess?, Inc.		562,311
	40,118	H&R Block, Inc.		1,140,154
	11,503	Hanesbrands, Inc.		944,281
	24,470	Harley-Davidson, Inc.		1,809,312
	5,532	Harman International Industries, Inc.		606,363
	19,830	Hasbro, Inc.		1,095,806
	194,651	Home Depot, Inc. (The)		15,476,701
	61,821	International Game Technology		775,854
	70,558	Interpublic Group of Cos., Inc. (The)		1,229,120
	12,011	ITT Educational Services, Inc.(b)(c)		324,297
	447,234	J.C. Penney Co., Inc.(b)(c)		3,810,434
	14,866	Jarden Corp.(b)		849,592
	6,609	John Wiley & Sons, Inc., Class A		379,753
	121,652	Johnson Controls, Inc.		5,491,371
	62,655	Kohl’s Corp.		3,432,867
	55,324	L Brands, Inc.		2,998,561
	8,942	Lamar Advertising Co., Class A(b)		446,385
	14,115	Lands’ End, Inc.(b)(c)		390,280
	23,335	Las Vegas Sands Corp.		1,846,499
	21,178	Lear Corp.		1,759,045
	33,789	Leggett & Platt, Inc.		1,110,307
	14,595	Lennar Corp., Class A		563,221
	863	Lennar Corp., Class B		28,065
	45,382	Liberty Global PLC, Class A (United Kingdom)(b)		1,807,111
	295	Liberty Global PLC, Class B (United Kingdom)(b)		11,785
	35,366	Liberty Global PLC, Class C, Series C (United Kingdom)(b)		1,359,115
	96,052	Liberty Interactive Corp., Class A(b)		2,791,271
	330	Liberty Interactive Corp., Class B(b)		9,557
	7,643	Liberty Media Corp., Class A(b)		991,374
	46	Liberty Media Corp., Class B(b)		5,815
	33,110	Live Nation Entertainment, Inc.(b)		691,337
	23,812	LKQ Corp.(b)		693,405
	194,107	Lowe’s Cos., Inc.		8,911,452
	83,657	Macy’s, Inc.		4,804,422
	23,437	Marriott International, Inc., Class A		1,357,705
	59,385	Mattel, Inc.		2,328,783
	149,707	McDonald’s Corp.		15,177,296
	9,003	Men’s Wearhouse, Inc. (The)		426,562
	52,327	MGM Resorts International(b)		1,320,210
	8,817	Mohawk Industries, Inc.(b)		1,167,459
	51,462	Murphy USA, Inc.(b)		2,187,135
	1,062	Netflix, Inc.(b)		342,006
	42,544	Newell Rubbermaid, Inc.		1,281,000
	102,220	News Corp., Class A(b)		1,739,784

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

18

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	29,305	News Corp., Class B(b)	$	484,705
	50,367	NIKE, Inc., Class B		3,674,273
	26,912	Nordstrom, Inc.		1,649,167
	567	NVR, Inc.(b)		610,659
	254,069	Office Depot, Inc.(b)		1,039,142
	40,083	Omnicom Group, Inc.		2,712,817
	8,592	O’Reilly Automotive, Inc.(b)		1,278,404
	2,264	Panera Bread Co., Class A(b)		346,324
	60,149	Penn National Gaming, Inc.(b)		671,263
	13,691	Penske Automotive Group, Inc.		627,869
	15,709	PetSmart, Inc.		1,063,185
	4,082	Polaris Industries, Inc.		548,335
	1,168	Priceline Group, Inc. (The)(b)		1,352,252
	24,549	PulteGroup, Inc.		451,456
	7,085	PVH Corp.		889,663
	248,319	RadioShack Corp.(b)(c)		355,096
	6,313	Ralph Lauren Corp.		955,599
	30,286	Regal Entertainment Group, Class A(c)		569,377
	34,887	Rent-A-Center, Inc.		1,019,049
	21,711	Ross Stores, Inc.		1,478,085
	29,338	Royal Caribbean Cruises Ltd.		1,558,728
	18,223	Sally Beauty Holdings, Inc.(b)		499,492
	6,244	Scripps Networks Interactive, Inc., Class A		468,737
	46,828	Sears Holdings Corp.(b)(c)		2,051,535
	14,568	SeaWorld Entertainment, Inc.		437,914
	35,455	Service Corp. International		665,490
	9,349	Signet Jewelers Ltd.		947,241
	152,750	Sirius XM Holdings, Inc.(b)		487,273
	9,933	Six Flags Entertainment Corp.		398,711
	22,873	Sonic Automotive, Inc., Class A		556,729
	308,131	Staples, Inc.		3,851,638
	38,266	Starbucks Corp.		2,702,345
	18,790	Starwood Hotels & Resorts Worldwide, Inc.		1,440,254
	212,186	Target Corp.		13,102,486
	15,451	Tenneco, Inc.(b)		925,051
	7,189	Thor Industries, Inc.		437,594
	12,126	Tiffany & Co.		1,060,904
	46,282	Time Warner Cable, Inc.		6,547,052
	167,819	Time Warner, Inc.		11,153,251
	65,720	TJX Cos., Inc. (The)		3,823,590
	15,310	Toll Brothers, Inc.(b)		524,214
	6,875	Tractor Supply Co.		462,275
	33,498	TRW Automotive Holdings Corp.(b)		2,691,564
	6,730	Tupperware Brands Corp.		571,444
	170,269	Twenty-First Century Fox, Inc., Class A		5,452,013
	49,912	Twenty-First Century Fox, Inc., Class B		1,563,244
	14,215	Urban Outfitters, Inc.(b)		506,836
	34,479	VF Corp.		2,106,322
	1,064	Viacom, Inc., Class A		90,408
	41,255	Viacom, Inc., Class B		3,505,850
	14,790	Visteon Corp.(b)		1,283,920
	167,636	Walt Disney Co. (The)		13,300,240
	50,911	Wendy’s Co. (The)		423,070
	20,362	Whirlpool Corp.		3,123,124
	10,736	Williams-Sonoma, Inc.		674,436
	16,341	Wyndham Worldwide Corp.		1,165,767

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	9,236	Wynn Resorts Ltd.	$	1,883,128
	47,524	Yum! Brands, Inc.		3,658,873
				346,660,600
		Consumer Staples—10.0%
	386,714	Altria Group, Inc.		15,511,099
	8,009	Andersons, Inc. (The)		498,881
	251,580	Archer-Daniels-Midland Co.		11,001,593
	164,024	Avon Products, Inc.		2,506,287
	130	Beam, Inc. (Japan)		10,851
	6,059	Brown-Forman Corp., Class A		540,039
	13,404	Brown-Forman Corp., Class B		1,202,607
	74,546	Bunge Ltd.		5,937,589
	31,427	Campbell Soup Co.		1,429,614
	10,139	Casey’s General Stores, Inc.		696,144
	36,240	Chiquita Brands International, Inc.(b)		416,035
	12,531	Church & Dwight Co., Inc.		864,764
	19,643	Clorox Co. (The)		1,781,620
	581,632	Coca-Cola Co. (The)		23,724,769
	43,667	Coca-Cola Enterprises, Inc.		1,984,228
	100,700	Colgate-Palmolive Co.		6,777,110
	116,200	ConAgra Foods, Inc.		3,545,262
	11,528	Constellation Brands, Inc., Class A(b)		920,395
	100	Constellation Brands, Inc., Class B(b)		7,654
	85,358	Costco Wholesale Corp.		9,874,213
	236,451	CVS Caremark Corp.		17,194,717
	19,481	Darling International, Inc.(b)		389,815
	107,421	Dean Foods Co.		1,701,549
	32,883	Dr Pepper Snapple Group, Inc.		1,822,376
	12,792	Energizer Holdings, Inc.		1,428,738
	16,175	Estee Lauder Cos., Inc. (The), Class A		1,173,820
	25,236	Flowers Foods, Inc.		517,843
	110,084	General Mills, Inc.		5,836,654
	10,636	Herbalife Ltd.(c)		637,947
	12,774	Hershey Co. (The)		1,229,370
	53,292	Hillshire Brands Co. (The)		1,899,860
	16,969	Hormel Foods Corp.		809,252
	14,895	Ingredion, Inc.		1,049,353
	20,371	J.M. Smucker Co. (The)		1,969,468
	43,068	Kellogg Co.		2,878,234
	5,176	Keurig Green Mountain, Inc.		484,888
	60,445	Kimberly-Clark Corp.		6,784,951
	62,072	Kraft Foods Group, Inc.		3,529,414
	216,973	Kroger Co. (The)		9,989,437
	65,361	Lorillard, Inc.		3,883,751
	802	McCormick & Co., Inc.		57,479
	15,173	McCormick & Co., Inc., Non-Voting		1,080,318
	13,092	Mead Johnson Nutrition Co.		1,155,500
	25,722	Molson Coors Brewing Co., Class B		1,542,548
	440,524	Mondelez International, Inc., Class A		15,704,681
	252,175	PepsiCo, Inc.		21,659,311
	262,132	Philip Morris International, Inc.		22,393,937
	465,009	Procter & Gamble Co. (The)		38,386,493
	66,538	Reynolds American, Inc.		3,754,739
	326,321	Rite Aid Corp.(b)		2,382,143
	136,350	Safeway, Inc.		4,644,081
	423,404	SUPERVALU, Inc.(b)		2,959,594

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

19

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Staples (continued)
	167,872	Sysco Corp.	$	6,115,577
	6,815	TreeHouse Foods, Inc.(b)		510,035
	75,773	Tyson Foods, Inc., Class A		3,180,193
	7,914	United Natural Foods, Inc.(b)		546,303
	9,932	Universal Corp.		541,989
	148,997	Walgreen Co.		10,116,896
	463,738	Wal-Mart Stores, Inc.		36,964,556
	13,748	WhiteWave Foods Co. (The), Class A(b)		380,682
	27,466	Whole Foods Market, Inc.		1,365,060
				329,884,306
		Energy—13.3%
	299,363	Alpha Natural Resources, Inc.(b)(c)		1,287,261
	76,666	Anadarko Petroleum Corp.		7,591,467
	94,555	Apache Corp.		8,207,374
	247,626	Arch Coal, Inc.(c)		1,134,127
	11,105	Atwood Oceanics, Inc.(b)		550,364
	77,981	Baker Hughes, Inc.		5,450,872
	18,193	Bill Barrett Corp.(b)		430,810
	15,847	Cabot Oil & Gas Corp.		622,470
	33,765	Cameron International Corp.(b)		2,193,374
	174,363	Chesapeake Energy Corp.		5,012,936
	580,815	Chevron Corp.		72,903,899
	8,335	Cimarex Energy Co.		992,865
	25,497	Cloud Peak Energy, Inc.(b)		502,036
	7,936	Concho Resources, Inc.(b)		1,035,251
	503,971	ConocoPhillips		37,450,085
	39,787	CONSOL Energy, Inc.		1,770,919
	66,913	Cosan Ltd., Class A (Brazil)		811,655
	12,890	Delek US Holdings, Inc. (Israel)		412,351
	89,828	Denbury Resources, Inc.		1,510,907
	98,370	Devon Energy Corp.		6,885,900
	37,345	Diamond Offshore Drilling, Inc.(c)		2,039,410
	11,072	Dresser-Rand Group, Inc.(b)		669,192
	10,548	Energen Corp.		821,795
	47,643	Ensco PLC, Class A		2,403,589
	45,078	EOG Resources, Inc.		4,417,644
	11,838	EQT Corp.		1,290,224
	19,110	Exterran Holdings, Inc.		822,112
	1,032,074	Exxon Mobil Corp.		105,694,698
	22,558	FMC Technologies, Inc.(b)		1,279,039
	132,641	Frontline Ltd. (Norway)(b)(c)		450,979
	112,399	Halliburton Co.		7,089,005
	21,479	Helix Energy Solutions Group, Inc.(b)		516,355
	10,709	Helmerich & Payne, Inc.		1,163,533
	88,303	Hess Corp.		7,873,096
	53,372	HollyFrontier Corp.		2,806,833
	56,817	Key Energy Services, Inc.(b)		570,443
	107,037	Kinder Morgan, Inc.		3,495,828
	276,893	Marathon Oil Corp.		10,009,682
	87,999	Marathon Petroleum Corp.		8,179,507
	106,424	McDermott International, Inc.(b)(c)		769,446
	78,914	Murphy Oil Corp.		5,005,515
	99,778	Nabors Industries Ltd.		2,546,335
	71,251	National Oilwell Varco, Inc.		5,595,341
	48,459	Newfield Exploration Co.(b)		1,640,337
	71,978	Noble Corp. PLC		2,217,642

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Energy (continued)
	32,521	Noble Energy, Inc.	$	2,334,357
	151,169	Occidental Petroleum Corp.		14,474,432
	8,598	Oceaneering International, Inc.		630,061
	10,485	Oil States International, Inc.(b)		1,018,513
	39,083	ONEOK, Inc.		2,470,827
	28,449	Patterson-UTI Energy, Inc.		925,446
	16,877	PBF Energy, Inc., Class A		519,474
	122,075	Peabody Energy Corp.		2,320,646
	196,080	Phillips 66		16,317,778
	6,674	Pioneer Natural Resources Co.		1,289,884
	33,779	QEP Resources, Inc.		1,036,678
	7,702	Range Resources Corp.		696,646
	27,036	Rowan Cos. PLC, Class A(b)		835,953
	103,753	SandRidge Energy, Inc.(b)(c)		711,746
	145,197	Schlumberger Ltd.		14,744,755
	7,616	SEACOR Holdings, Inc.(b)		635,098
	6,778	SM Energy Co.		502,453
	33,860	Southwestern Energy Co.(b)		1,621,217
	114,347	Spectra Energy Corp.		4,540,719
	36,800	Superior Energy Services, Inc.		1,211,456
	5,655	Targa Resources Corp.		610,683
	9,232	Teekay Corp. (Bermuda)		518,008
	54,041	Tesoro Corp.		3,041,968
	12,566	Tidewater, Inc.		639,986
	11,984	Unit Corp.(b)		790,345
	244,051	Valero Energy Corp.		13,952,396
	239,059	Weatherford International Ltd.(b)		5,020,239
	16,655	Western Refining, Inc.(c)		724,493
	17,397	Whiting Petroleum Corp.(b)		1,282,507
	88,461	Williams Cos., Inc. (The)		3,730,400
	38,739	World Fuel Services Corp.		1,764,174
	107,692	WPX Energy, Inc.(b)		2,291,686
				439,329,527
		Financials—20.2%
	70,206	ACE Ltd.		7,183,478
	3,573	Affiliated Managers Group, Inc.(b)		708,169
	95,949	Aflac, Inc.		6,017,921
	10,597	Alexandria Real Estate Equities, Inc. REIT		782,271
	2,630	Alleghany Corp.(b)		1,072,987
	8,564	Allied World Assurance Co. Holdings AG		922,257
	122,819	Allstate Corp. (The)		6,994,542
	16,363	American Campus Communities, Inc. REIT		625,067
	92,111	American Capital Agency Corp. REIT		2,091,841
	21,966	American Capital Mortgage Investment Corp. REIT		434,927
	18,368	American Equity Investment Life Holding Co.		428,342
	107,463	American Express Co.		9,395,490
	22,333	American Financial Group, Inc.		1,304,917
	340,688	American International Group, Inc.		18,100,753
	15,845	American Tower Corp. REIT		1,323,374
	25,479	Ameriprise Financial, Inc.		2,844,221
	513,456	Annaly Capital Management, Inc. REIT		5,930,417
	32,515	Aon PLC		2,759,873
	26,998	Apartment Investment & Management Co., Class A REIT		832,348

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

20

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	23,360	Arch Capital Group Ltd.(b)	$	1,338,995
	19,541	Arthur J. Gallagher & Co.		879,736
	19,602	Aspen Insurance Holdings Ltd.		897,380
	43,039	Associated Banc-Corp.		755,334
	28,147	Assurant, Inc.		1,897,389
	36,237	Assured Guaranty Ltd.		866,427
	29,860	Astoria Financial Corp.		395,944
	13,657	AvalonBay Communities, Inc. REIT		1,864,863
	30,903	Axis Capital Holdings Ltd.		1,413,812
	16,513	BancorpSouth, Inc.		385,744
	3,448,847	Bank of America Corp.		52,215,544
	9,126	Bank of Hawaii Corp.		503,481
	265,942	Bank of New York Mellon Corp. (The)		9,007,456
	12,783	BankUnited, Inc.		421,711
	170,111	BB&T Corp.		6,350,244
	348,737	Berkshire Hathaway, Inc., Class B(b)		44,934,762
	30,892	BioMed Realty Trust, Inc. REIT		645,643
	16,653	BlackRock, Inc.		5,012,553
	16,633	Boston Properties, Inc. REIT		1,948,390
	41,099	Brandywine Realty Trust REIT		597,990
	15,912	Brown & Brown, Inc.		473,859
	13,030	Camden Property Trust REIT		892,425
	128,758	Capital One Financial Corp.		9,515,216
	51,581	Capitol Federal Financial, Inc.		621,035
	36,924	Capstead Mortgage Corp. REIT		471,889
	36,010	CBL & Associates Properties, Inc. REIT		654,302
	33,196	CBRE Group, Inc., Class A(b)		884,341
	92,114	Charles Schwab Corp. (The)		2,445,627
	60,347	Chubb Corp. (The)		5,556,752
	35,005	Cincinnati Financial Corp.		1,706,144
	36,080	CIT Group, Inc.		1,553,244
	854,215	Citigroup, Inc.		40,925,441
	7,650	City National Corp.		555,161
	61,693	CME Group, Inc.		4,342,570
	60,074	CNO Financial Group, Inc.		1,036,277
	34,204	Columbia Property Trust, Inc. REIT		969,341
	37,815	Comerica, Inc.		1,824,196
	17,988	Commerce Bancshares, Inc.		782,118
	31,442	CommonWealth REIT		798,941
	18,794	Corporate Office Properties Trust REIT		502,740
	14,980	Corrections Corp. of America REIT		491,344
	16,016	Crown Castle International Corp. REIT		1,164,844
	9,333	Cullen/Frost Bankers, Inc.		713,135
	68,885	CYS Investments, Inc. REIT		592,411
	53,312	DCT Industrial Trust, Inc. REIT		416,900
	40,237	DDR Corp. REIT		690,869
	34,455	DiamondRock Hospitality Co. REIT		422,763
	20,319	Digital Realty Trust, Inc. REIT(c)		1,085,035
	62,684	Discover Financial Services		3,504,036
	19,404	Douglas Emmett, Inc. REIT		535,550
	57,345	Duke Realty Corp. REIT		1,004,684
	70,961	E*TRADE Financial Corp.(b)		1,593,074
	15,788	East West Bancorp, Inc.		544,844
	14,470	Eaton Vance Corp.		521,933
	12,059	Endurance Specialty Holdings Ltd.		612,838
	8,683	EPR Properties REIT		465,496
	44,278	Equity Residential REIT		2,631,884

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	3,972	Essex Property Trust, Inc. REIT	$	688,189
	10,851	Everest Re Group Ltd.		1,714,784
	35,522	F.N.B. Corp.		441,894
	6,898	Federal Realty Investment Trust REIT		810,791
	27,909	Federated Investors, Inc., Class B(c)		796,523
	46,787	Fidelity National Financial, Inc., Class A		1,505,606
	184,338	Fifth Third Bancorp		3,799,206
	29,762	First American Financial Corp.		791,669
	54,141	First Horizon National Corp.		622,080
	114,982	First Niagara Financial Group, Inc.		1,025,639
	11,648	First Republic Bank		591,252
	27,107	FirstMerit Corp.		525,605
	45,388	Franklin Resources, Inc.		2,376,062
	47,945	Fulton Financial Corp.		584,450
	69,315	General Growth Properties, Inc. REIT		1,592,166
	205,043	Genworth Financial, Inc., Class A(b)		3,660,018
	106,242	Goldman Sachs Group, Inc. (The)		16,979,596
	16,309	Hancock Holding Co.		550,103
	12,852	Hanover Insurance Group, Inc. (The)		751,199
	180,510	Hartford Financial Services Group, Inc. (The)		6,474,894
	37,152	Hatteras Financial Corp. REIT		727,065
	21,182	HCC Insurance Holdings, Inc.		973,101
	74,471	HCP, Inc. REIT		3,117,356
	36,592	Health Care REIT, Inc. REIT		2,308,589
	17,411	Healthcare Realty Trust, Inc. REIT		437,887
	15,232	Highwoods Properties, Inc. REIT		614,611
	9,495	Home Properties, Inc. REIT		584,892
	42,692	Hospitality Properties Trust REIT		1,282,895
	90,465	Host Hotels & Resorts, Inc. REIT		1,940,474
	157,756	Hudson City Bancorp, Inc.		1,571,250
	175,201	Huntington Bancshares, Inc.		1,604,841
	25,801	Interactive Brokers Group, Inc., Class A		616,644
	4,578	IntercontinentalExchange Group, Inc.		935,926
	63,948	Invesco Ltd.(d)		2,251,609
	37,726	Invesco Mortgage Capital, Inc. REIT(d)		628,892
	36,058	Janus Capital Group, Inc.		437,384
	5,349	Jones Lang LaSalle, Inc.		619,896
	1,010,454	JPMorgan Chase & Co.		56,565,215
	14,364	Kemper Corp.		566,085
	229,826	KeyCorp		3,134,827
	9,175	Kilroy Realty Corp. REIT		546,555
	64,297	Kimco Realty Corp. REIT		1,473,687
	13,253	LaSalle Hotel Properties REIT		438,409
	22,947	Legg Mason, Inc.		1,075,985
	40,460	Leucadia National Corp.		1,032,539
	41,553	Lexington Realty Trust REIT		447,110
	27,466	Liberty Property Trust REIT		1,029,975
	63,318	Lincoln National Corp.		3,071,556
	91,528	Loews Corp.		4,024,486
	9,398	LPL Financial Holdings, Inc.		444,995
	23,030	M&T Bank Corp.		2,809,890
	19,969	Macerich Co. (The) REIT		1,296,188
	36,425	Mack-Cali Realty Corp. REIT		741,977
	1,550	Markel Corp.(b)		970,176
	72,928	Marsh & McLennan Cos., Inc.		3,596,080
	30,299	McGraw-Hill Financial, Inc.		2,240,005

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

21

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	9,571	Mercury General Corp.	$	458,068
	244,890	MetLife, Inc.		12,819,992
	111,509	MFA Financial, Inc. REIT		884,266
	6,539	Mid-America Apartment Communities, Inc. REIT		455,441
	11,944	Moody’s Corp.		937,604
	322,809	Morgan Stanley		9,984,482
	10,855	MSCI, Inc., Class A(b)		440,062
	25,526	NASDAQ OMX Group, Inc. (The)		941,909
	14,782	National Retail Properties, Inc. REIT		504,510
	136,434	New York Community Bancorp, Inc.		2,102,448
	40,996	Northern Trust Corp.		2,470,009
	10,111	Ocwen Financial Corp.(b)		383,207
	71,069	Old Republic International Corp.		1,176,903
	12,863	OMEGA Healthcare Investors, Inc. REIT(c)		447,375
	18,077	PartnerRe Ltd.		1,905,316
	99,836	People’s United Financial, Inc.		1,425,658
	45,088	PHH Corp.(b)		1,071,742
	54,760	Piedmont Office Realty Trust, Inc., Class A REIT		964,324
	7,410	Platinum Underwriters Holdings Ltd.		464,681
	28,344	Plum Creek Timber Co., Inc. REIT		1,235,798
	116,572	PNC Financial Services Group, Inc.		9,796,711
	36,869	Popular, Inc.(b)		1,139,252
	11,331	Primerica, Inc.		519,980
	61,490	Principal Financial Group, Inc.		2,880,192
	12,380	ProAssurance Corp.		562,300
	138,352	Progressive Corp. (The)		3,355,036
	63,150	Prologis, Inc. REIT		2,565,785
	7,049	Prosperity Bancshares, Inc.		415,891
	23,683	Protective Life Corp.		1,211,385
	127,305	Prudential Financial, Inc.		10,270,967
	12,949	Public Storage REIT		2,272,679
	15,083	Raymond James Financial, Inc.		749,625
	20,811	Rayonier, Inc. REIT		938,576
	13,973	Realogy Holdings Corp.(b)		587,565
	14,443	Realty Income Corp. REIT(c)		627,548
	13,910	Regency Centers Corp. REIT		729,301
	370,844	Regions Financial Corp.		3,760,358
	24,127	Reinsurance Group of America, Inc.		1,850,782
	8,577	RenaissanceRe Holdings Ltd.		868,078
	38,121	Retail Properties of America, Inc., Class A REIT		545,893
	9,516	RLI Corp.		409,759
	17,128	RLJ Lodging Trust REIT		456,804
	34,952	Senior Housing Properties Trust REIT		820,323
	3,492	Signature Bank(b)		414,919
	25,481	Simon Property Group, Inc. REIT		4,413,309
	11,383	SL Green Realty Corp. REIT		1,191,914
	90,163	SLM Corp.		2,321,697
	11,294	StanCorp Financial Group, Inc.		690,063
	22,934	Starwood Property Trust, Inc. REIT		551,563
	73,386	State Street Corp.		4,737,800
	8,207	Stifel Financial Corp.(b)		383,841
	147,188	SunTrust Banks, Inc.		5,631,413
	50,607	Susquehanna Bancshares, Inc.		524,289
	4,161	SVB Financial Group(b)		443,937

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	37,095	Symetra Financial Corp.	$	766,383
	213,687	Synovus Financial Corp.		685,935
	24,593	T. Rowe Price Group, Inc.		2,019,823
	6,061	Taubman Centers, Inc. REIT		441,483
	38,285	TCF Financial Corp.		601,075
	15,698	TD Ameritrade Holding Corp.		500,766
	17,540	Torchmark Corp.		1,397,938
	125,744	Travelers Cos., Inc. (The)		11,389,892
	17,384	Trustmark Corp.		397,572
	54,513	Two Harbors Investment Corp. REIT		565,845
	317,007	U.S. Bancorp		12,927,545
	39,335	UDR, Inc. REIT		1,017,203
	76,537	Unum Group		2,542,559
	22,572	Validus Holdings Ltd.		836,744
	64,321	Valley National Bancorp		644,496
	42,104	Ventas, Inc. REIT		2,782,232
	26,386	Vornado Realty Trust REIT		2,707,204
	35,290	Voya Financial, Inc.		1,248,913
	28,728	W.R. Berkley Corp.		1,270,927
	6,965	Waddell & Reed Financial, Inc., Class A		469,789
	16,894	Washington REIT		413,227
	21,846	Washington Federal, Inc.		471,437
	15,966	Webster Financial Corp.		481,215
	19,642	Weingarten Realty Investors REIT		612,830
	1,023,375	Wells Fargo & Co.		50,800,335
	230,160	Weyerhaeuser Co. REIT		6,870,276
	1,050	White Mountains Insurance Group Ltd.		626,073
	29,363	Willis Group Holdings PLC		1,203,589
	80,027	XL Group PLC		2,508,846
	43,732	Zions Bancorp.		1,264,729
				668,210,841
		Health Care—10.2%
	423,805	Abbott Laboratories		16,418,206
	114,945	AbbVie, Inc.		5,986,336
	6,346	Actavis PLC(b)		1,296,678
	75,548	Aetna, Inc.		5,397,905
	26,131	Agilent Technologies, Inc.		1,412,119
	16,271	Alere, Inc.(b)		543,451
	2,544	Alexion Pharmaceuticals, Inc.(b)		402,461
	14,864	Allergan, Inc.		2,465,046
	96,010	AmerisourceBergen Corp.		6,257,932
	55,993	Amgen, Inc.		6,257,218
	75,512	Baxter International, Inc.		5,496,518
	25,268	Becton, Dickinson and Co.		2,856,042
	7,882	Biogen Idec, Inc.(b)		2,263,080
	3,314	Bio-Rad Laboratories, Inc., Class A(b)		408,318
	91	Bio-Rad Laboratories, Inc., Class B(b)		11,183
	222,933	Boston Scientific Corp.(b)		2,811,185
	226,033	Bristol-Myers Squibb Co.		11,321,993
	6,869	C.R. Bard, Inc.		943,320
	133,111	Cardinal Health, Inc.		9,252,546
	38,691	CareFusion Corp.(b)		1,511,270
	12,244	Celgene Corp.(b)		1,799,990
	11,108	Centene Corp.(b)		737,571
	13,322	Cerner Corp.(b)		683,419
	45,869	Cigna Corp.		3,671,355

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

22

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	44,808	Community Health Systems, Inc.(b)	$	1,697,775
	3,665	Cooper Cos., Inc. (The)		483,450
	5,553	Covance, Inc.(b)		490,219
	59,880	Covidien PLC		4,266,450
	29,566	DaVita HealthCare Partners, Inc.(b)		2,048,924
	15,846	DENTSPLY International, Inc.		707,207
	8,308	Edwards Lifesciences Corp.(b)		676,853
	196,221	Eli Lilly & Co.		11,596,661
	8,957	Endo International PLC(b)		563,798
	127,454	Express Scripts Holding Co.(b)		8,485,887
	18,599	Forest Laboratories, Inc.(b)		1,709,434
	53,259	Gilead Sciences, Inc.(b)		4,180,299
	165,133	HCA Holdings, Inc.(b)		8,586,916
	51,621	Health Net, Inc.(b)		1,772,149
	15,170	HealthSouth Corp.		525,489
	12,563	Henry Schein, Inc.(b)		1,435,071
	44,289	Hologic, Inc.(b)		929,405
	29,505	Hospira, Inc.(b)		1,351,329
	40,054	Humana, Inc.		4,395,926
	2,345	Illumina, Inc.(b)		318,568
	2,351	Intuitive Surgical, Inc.(b)		850,357
	409,985	Johnson & Johnson		41,527,381
	41,300	Kindred Healthcare, Inc.		1,036,630
	17,203	Laboratory Corp. of America Holdings(b)		1,697,936
	15,564	LifePoint Hospitals, Inc.(b)		870,339
	9,367	Magellan Health Services, Inc.(b)		540,663
	10,530	Mallinckrodt PLC(b)(c)		750,052
	61,640	McKesson Corp.		10,428,872
	10,594	MEDNAX, Inc.(b)		627,694
	147,929	Medtronic, Inc.		8,701,184
	475,747	Merck & Co., Inc.		27,859,744
	1,989	Mettler-Toledo International, Inc.(b)		463,676
	10,857	Molina Healthcare, Inc.(b)		406,052
	36,565	Mylan, Inc.(b)		1,856,771
	19,910	Omnicare, Inc.		1,180,066
	25,165	Owens & Minor, Inc.		844,034
	13,530	Patterson Cos., Inc.		550,671
	44,668	PDL BioPharma, Inc.(c)		379,231
	12,701	PerkinElmer, Inc.		533,061
	3,808	Perrigo Co. PLC		551,627
	1,367,200	Pfizer, Inc.		42,766,016
	35,541	Quest Diagnostics, Inc.		1,987,808
	11,246	ResMed, Inc.(c)		560,613
	27,017	St. Jude Medical, Inc.		1,714,769
	10,458	STERIS Corp.		502,507
	28,150	Stryker Corp.		2,188,662
	6,260	Teleflex, Inc.		639,083
	33,401	Tenet Healthcare Corp.(b)		1,505,717
	29,687	Thermo Fisher Scientific, Inc.		3,384,318
	202,561	UnitedHealth Group, Inc.		15,200,177
	11,904	Universal Health Services, Inc., Class B		973,628
	9,536	Varian Medical Systems, Inc.(b)		758,589
	13,388	VCA Antech, Inc.(b)		410,074
	5,827	Waters Corp.(b)		574,193
	15,109	WellCare Health Plans, Inc.(b)		1,019,404
	111,815	WellPoint, Inc.		11,257,534

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	18,256	Zimmer Holdings, Inc.	$	1,767,181
	53,234	Zoetis, Inc.		1,610,861
				336,904,127
		Industrials—11.0%
	86,090	3M Co.		11,974,258
	17,865	ABM Industries, Inc.		483,963
	47,615	ADT Corp. (The)		1,439,878
	37,483	AECOM Technology Corp.(b)		1,215,199
	13,011	AerCap Holdings NV(b)		542,949
	32,792	AGCO Corp.		1,826,514
	12,945	Air Lease Corp.		464,337
	11,317	Alaska Air Group, Inc.		1,064,703
	12,025	Allegion PLC		593,434
	6,024	Alliant Techsystems, Inc.		868,781
	21,257	American Airlines Group, Inc.(b)		745,483
	16,090	AMETEK, Inc.		848,265
	18,856	Armstrong World Industries, Inc.(b)		991,071
	41,197	Avis Budget Group, Inc.(b)		2,166,550
	9,748	B/E Aerospace, Inc.(b)		855,582
	13,309	Babcock & Wilcox Co. (The)		463,020
	85,479	Boeing Co. (The)		11,028,501
	16,533	Brink’s Co. (The)		420,600
	31,410	C.H. Robinson Worldwide, Inc.		1,850,049
	8,238	Carlisle Cos., Inc.		677,575
	125,849	Caterpillar, Inc.		13,264,485
	8,572	Chicago Bridge & Iron Co. NV		686,360
	14,907	Cintas Corp.		878,470
	8,609	Clean Harbors, Inc.(b)		516,540
	6,328	Colfax Corp.(b)		455,489
	17,647	Con-way, Inc.		749,645
	3,592	Copa Holdings SA, Class A (Panama)		485,926
	31,181	Covanta Holding Corp.		575,289
	7,064	Crane Co.		513,765
	172,150	CSX Corp.		4,858,073
	21,685	Cummins, Inc.		3,271,182
	6,830	Curtiss-Wright Corp.		436,710
	50,039	Danaher Corp.		3,671,862
	68,894	Deere & Co.		6,430,566
	149,187	Delta Air Lines, Inc.		5,494,557
	9,532	Deluxe Corp.		523,783
	11,869	Donaldson Co., Inc.		499,566
	29,995	Dover Corp.		2,591,568
	159,020	DryShips, Inc. (Greece)(b)(c)		464,338
	5,668	Dun & Bradstreet Corp. (The)		627,788
	62,314	Eaton Corp. PLC		4,526,489
	15,465	EMCOR Group, Inc.		711,235
	122,338	Emerson Electric Co.		8,341,005
	7,451	EnerSys		503,539
	11,048	Equifax, Inc.		782,309
	5,170	Esterline Technologies Corp.(b)		563,633
	50,433	Exelis, Inc.		935,028
	27,146	Expeditors International of Washington, Inc.		1,119,501
	21,253	Fastenal Co.		1,064,350
	51,165	FedEx Corp.		6,971,231
	12,791	Flowserve Corp.		934,383
	35,650	Fluor Corp.		2,698,705

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

23

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	19,180	Fortune Brands Home & Security, Inc.	$	764,323
	25,823	Foster Wheeler AG (Switzerland)(b)		885,212
	16,137	FTI Consulting, Inc.(b)		553,499
	7,820	GATX Corp.		513,227
	9,324	Generac Holdings, Inc.		548,997
	30,400	General Cable Corp.		778,848
	64,590	General Dynamics Corp.		7,069,375
	2,303,267	General Electric Co.		61,934,850
	4,099	Genesee & Wyoming, Inc., Class A(b)		405,842
	46,835	GrafTech International Ltd.(b)(c)		525,020
	29,792	Harsco Corp.		712,923
	107,955	Hertz Global Holdings, Inc.(b)		3,073,479
	9,230	Hexcel Corp.(b)		384,799
	92,256	Honeywell International, Inc.		8,570,582
	441	Hubbell, Inc., Class A		49,436
	6,213	Hubbell, Inc., Class B		731,394
	7,831	Huntington Ingalls Industries, Inc.		806,593
	7,830	IDEX Corp.		583,883
	4,121	IHS, Inc., Class A(b)		497,116
	61,472	Illinois Tool Works, Inc.		5,239,259
	50,784	Ingersoll-Rand PLC		3,036,883
	33,807	Iron Mountain, Inc.		961,471
	28,399	ITT Corp.		1,225,133
	9,171	J.B. Hunt Transport Services, Inc.		697,913
	33,226	Jacobs Engineering Group, Inc.(b)		1,917,140
	109,441	JetBlue Airways Corp.(b)		865,131
	20,817	Joy Global, Inc.(c)		1,256,930
	8,751	Kansas City Southern		882,801
	16,974	KAR Auction Services, Inc.		505,486
	44,201	KBR, Inc.		1,121,379
	14,132	Kennametal, Inc.		660,388
	6,051	Kirby Corp.(b)		608,852
	25,582	L-3 Communications Holdings, Inc.		2,951,395
	4,540	Lennox International, Inc.		380,588
	6,427	Lincoln Electric Holdings, Inc.		429,388
	52,776	Lockheed Martin Corp.		8,662,653
	17,394	Manitowoc Co., Inc. (The)		552,781
	28,654	Manpowergroup, Inc.		2,330,716
	59,540	Masco Corp.		1,196,159
	38,657	Meritor, Inc.(b)		458,859
	7,049	Moog, Inc., Class A(b)		461,357
	118	Moog, Inc., Class B(b)		7,727
	34,319	MRC Global, Inc.(b)		1,001,772
	5,662	MSC Industrial Direct Co., Inc., Class A		515,582
	41,560	Navistar International Corp.(b)(c)		1,576,371
	29,266	Nielsen Holdings NV		1,374,039
	54,831	Norfolk Southern Corp.		5,183,174
	52,417	Northrop Grumman Corp.		6,369,190
	8,933	Old Dominion Freight Line, Inc.(b)		541,608
	18,021	Oshkosh Corp.		1,000,346
	27,213	Owens Corning		1,111,651
	53,479	PACCAR, Inc.		3,421,586
	9,270	Pall Corp.		780,071
	22,221	Parker Hannifin Corp.		2,819,400
	16,819	Pentair Ltd.		1,249,484
	73,005	Pitney Bowes, Inc.		1,956,534
	9,591	Precision Castparts Corp.		2,427,386

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	29,454	Quanta Services, Inc.(b)	$	1,039,137
	104,527	R.R. Donnelley & Sons Co.		1,839,675
	58,353	Raytheon Co.		5,571,544
	7,878	Regal-Beloit Corp.		588,723
	14,987	Republic Airways Holdings, Inc.(b)		124,542
	75,678	Republic Services, Inc.		2,655,541
	16,819	Robert Half International, Inc.		753,491
	13,149	Rockwell Automation, Inc.		1,567,098
	16,446	Rockwell Collins, Inc.		1,277,032
	7,492	Roper Industries, Inc.		1,041,013
	17,782	Ryder System, Inc.		1,461,325
	11,928	Sensata Technologies Holding NV(b)		506,582
	10,306	SkyWest, Inc.		119,550
	7,239	Snap-on, Inc.		839,724
	107,895	Southwest Airlines Co.		2,607,822
	28,352	Spirit Aerosystems Holdings, Inc., Class A(b)		851,411
	9,350	SPX Corp.		952,204
	24,813	Stanley Black & Decker, Inc.		2,131,189
	33,236	Steelcase, Inc., Class A		547,729
	5,172	Stericycle, Inc.(b)		602,228
	4,894	Teledyne Technologies, Inc.(b)		454,457
	23,985	Terex Corp.		1,038,311
	51,200	Textron, Inc.		2,094,080
	14,936	Timken Co. (The)		942,163
	5,542	Towers Watson & Co., Class A		621,923
	3,359	TransDigm Group, Inc.		597,465
	9,269	Trinity Industries, Inc.		695,731
	9,702	Triumph Group, Inc.		628,787
	22,137	Tutor Perini Corp.(b)		655,255
	91,502	Tyco International Ltd.		3,742,432
	48,273	Union Pacific Corp.		9,192,627
	93,390	United Continental Holdings, Inc.(b)		3,816,849
	102,679	United Parcel Service, Inc., Class B		10,113,882
	11,647	United Rentals, Inc.(b)		1,092,838
	13,780	United Stationers, Inc.		517,163
	130,490	United Technologies Corp.		15,440,882
	26,067	URS Corp.		1,228,277
	30,991	UTi Worldwide, Inc.		303,402
	3,223	Valmont Industries, Inc.		479,937
	6,197	W.W. Grainger, Inc.		1,576,517
	3,977	WABCO Holdings, Inc.(b)		425,579
	12,228	Waste Connections, Inc.		546,102
	118,312	Waste Management, Inc.		5,258,968
	67	Watsco, Inc., Class B		6,651
	4,805	Watsco, Inc.		494,483
	15,993	Werner Enterprises, Inc.		409,421
	9,986	WESCO International, Inc.(b)		876,571
	19,919	Xylem, Inc.		748,755
	21,753	YRC Worldwide, Inc.(b)(c)		487,920
				365,361,051
		Information Technology—11.4%
	64,715	Accenture PLC, Class A		5,191,437
	114,670	Activision Blizzard, Inc.		2,294,547
	31,284	Adobe Systems, Inc.(b)		1,929,910
	179,366	Advanced Micro Devices, Inc.(b)(c)		733,607
	10,630	Akamai Technologies, Inc.(b)		564,134

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

24

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	2,948	Alliance Data Systems Corp.(b)	$	713,121
	27,822	Altera Corp.		904,771
	19,066	Amdocs Ltd.		887,141
	74,089	Amkor Technology, Inc.(b)		589,008
	10,672	Amphenol Corp., Class A		1,017,575
	35,564	Analog Devices, Inc.		1,824,078
	6,823	Anixter International, Inc.		668,518
	5,831	ANSYS, Inc.(b)		444,964
	30,761	AOL, Inc.(b)		1,316,878
	62,063	Apple, Inc.		36,622,756
	164,543	Applied Materials, Inc.		3,136,190
	51,180	Arrow Electronics, Inc.(b)		2,904,465
	13,886	Autodesk, Inc.(b)		666,806
	55,628	Automatic Data Processing, Inc.		4,336,759
	13,235	Avago Technologies Ltd., Class A (Singapore)		840,423
	73,292	Avnet, Inc.		3,161,084
	19,476	Benchmark Electronics, Inc.(b)		451,454
	22,399	Blackhawk Network Holdings, Inc., Class B(b)		515,849
	32,308	Booz Allen Hamilton Holding Corp.		750,838
	61,608	Broadcom Corp., Class A		1,898,142
	16,236	Broadridge Financial Solutions, Inc.		622,488
	65,794	Brocade Communications Systems, Inc.(b)		612,542
	50,492	CA, Inc.		1,521,829
	7,777	CACI International, Inc., Class A(b)		541,668
	10,343	Check Point Software Technologies Ltd. (Israel)(b)		662,573
	674,985	Cisco Systems, Inc.		15,598,903
	15,549	Citrix Systems, Inc.(b)		922,211
	34,405	Cognizant Technology Solutions Corp., Class A(b)		1,648,172
	41,730	Computer Sciences Corp.		2,469,581
	20,313	Convergys Corp.		437,542
	25,452	CoreLogic, Inc.(b)		713,420
	250,930	Corning, Inc.		5,246,946
	8,653	Cree, Inc.(b)		408,162
	17,825	Diebold, Inc.		670,398
	4,289	DST Systems, Inc.		395,403
	94,797	eBay, Inc.(b)		4,913,329
	9,041	EchoStar Corp., Class A(b)		406,483
	24,936	Electronic Arts, Inc.(b)		705,689
	288,264	EMC Corp.		7,437,211
	4,059	Equinix, Inc.(b)		762,321
	4,033	F5 Networks, Inc.(b)		424,151
	27,135	Facebook, Inc., Class A(b)		1,622,130
	36,910	Fairchild Semiconductor International, Inc.(b)		469,864
	35,445	Fidelity National Information Services, Inc.		1,893,826
	14,521	First Solar, Inc.(b)		980,022
	30,007	Fiserv, Inc.(b)		1,823,825
	388,738	Flextronics International Ltd.(b)		3,494,755
	15,201	FLIR Systems, Inc.		517,442
	29,989	Genpact Ltd.(b)		505,615
	5,803	Global Payments, Inc.		387,814
	14,265	Google, Inc., Class A(b)		7,630,063
	14,266	Google, Inc., Class C(b)		7,513,332
	19,303	Harris Corp.		1,419,157
	698,435	Hewlett-Packard Co.		23,090,261

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	87,838	Ingram Micro, Inc., Class A(b)	$	2,368,112
	21,804	Insight Enterprises, Inc.(b)		569,520
	1,124,667	Intel Corp.		30,017,362
	159,957	International Business Machines Corp.		31,426,752
	14,088	Intuit, Inc.		1,067,166
	14,692	Itron, Inc.(b)		558,296
	87,593	Jabil Circuit, Inc.		1,511,855
	67,938	Juniper Networks, Inc.(b)		1,677,389
	19,283	KLA-Tencor Corp.		1,233,919
	24,386	Lam Research Corp.(b)		1,404,877
	28,395	Leidos Holdings, Inc.		1,057,430
	17,857	Lexmark International, Inc., Class A		767,851
	22,291	Linear Technology Corp.		991,949
	50,898	LSI Corp.		567,004
	57,190	Marvell Technology Group Ltd.		907,033
	33,198	MasterCard, Inc., Class A		2,441,713
	44,707	Maxim Integrated Products, Inc.		1,450,295
	27,441	Microchip Technology, Inc.		1,304,545
	128,965	Micron Technology, Inc.(b)		3,368,566
	931,142	Microsoft Corp.		37,618,137
	31,654	Motorola Solutions, Inc.		2,012,561
	26,393	NCR Corp.(b)		805,250
	41,102	NetApp, Inc.		1,463,642
	35,257	Nuance Communications, Inc.(b)		567,285
	52,902	NVIDIA Corp.		977,100
	14,260	NXP Semiconductor NV (Netherlands)(b)		850,181
	75,726	ON Semiconductor Corp.(b)		712,582
	337,453	Oracle Corp.		13,795,079
	45,249	Paychex, Inc.		1,891,861
	32,693	Polycom, Inc.(b)		402,124
	139,261	QUALCOMM, Inc.		10,961,233
	7,397	Red Hat, Inc.(b)		359,864
	16,225	Rovi Corp.(b)		361,655
	9,476	Salesforce.com, Inc.(b)		489,435
	27,438	SanDisk Corp.		2,331,407
	53,031	Sanmina Corp.(b)		1,073,878
	18,055	Science Applications International Corp.		704,145
	51,381	Seagate Technology PLC		2,701,613
	15,818	Skyworks Solutions, Inc.(b)		649,329
	26,559	SunEdison, Inc.(b)		510,730
	120,603	Symantec Corp.		2,445,829
	14,328	SYNNEX Corp.(b)		965,421
	17,482	Synopsys, Inc.(b)		657,673
	62,684	TE Connectivity Ltd. (Switzerland)		3,697,102
	20,699	Tech Data Corp.(b)		1,293,481
	16,886	Teradata Corp.(b)		767,638
	27,808	Teradyne, Inc.(b)		491,367
	130,716	Texas Instruments, Inc.		5,941,042
	19,338	Total System Services, Inc.		614,368
	14,905	Trimble Navigation Ltd.(b)		572,799
	22,124	Unisys Corp.(b)		539,162
	13,970	VeriFone Systems, Inc.(b)		467,157
	23,009	Visa, Inc., Class A		4,661,853
	48,744	Vishay Intertechnology, Inc.		693,140
	33,490	Western Digital Corp.		2,951,474
	96,351	Western Union Co. (The)		1,529,090
	412,141	Xerox Corp.		4,982,785

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

25

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	25,389	Xilinx, Inc.	$	1,198,107
	85,093	Yahoo!, Inc.(b)		3,059,093
				376,292,889
		Materials—4.1%
	30,921	Air Products & Chemicals, Inc.		3,633,836
	7,743	Airgas, Inc.		822,771
	92,670	AK Steel Holding Corp.(b)(c)		648,690
	12,101	Albemarle Corp.		811,251
	411,649	Alcoa, Inc.		5,544,912
	33,444	Allegheny Technologies, Inc.		1,377,893
	8,797	AptarGroup, Inc.		593,094
	14,368	Ashland, Inc.		1,387,949
	25,651	Avery Dennison Corp.		1,248,178
	23,578	Ball Corp.		1,324,848
	26,841	Bemis Co., Inc.		1,080,082
	18,934	Berry Plastics Group, Inc.(b)		425,826
	12,305	Cabot Corp.		711,229
	21,345	Celanese Corp., Series A		1,311,223
	8,287	CF Industries Holdings, Inc.		2,031,724
	19,643	Chemtura Corp.(b)		438,039
	85,853	Cliffs Natural Resources, Inc.(c)		1,521,315
	45,248	Coeur Mining, Inc.(b)		391,848
	46,419	Commercial Metals Co.		891,245
	4,894	Compass Minerals International, Inc.		448,290
	32,335	Crown Holdings, Inc.(b)		1,525,242
	5,973	Cytec Industries, Inc.		569,346
	10,627	Domtar Corp.		992,137
	244,898	Dow Chemical Co. (The)		12,220,410
	149,223	E.I. du Pont de Nemours & Co.		10,045,692
	19,861	Eastman Chemical Co.		1,731,283
	20,146	Ecolab, Inc.		2,108,077
	11,585	FMC Corp.		892,045
	284,683	Freeport-McMoRan Copper & Gold, Inc.		9,784,555
	68,527	Graphic Packaging Holding Co.(b)		703,087
	8,140	Greif, Inc., Class A		441,107
	2,178	Greif, Inc., Class B		128,088
	45,732	Huntsman Corp.		1,145,587
	8,756	International Flavors & Fragrances, Inc.		862,641
	104,575	International Paper Co.		4,878,424
	88,774	LyondellBasell Industries NV, Class A		8,211,595
	5,694	Martin Marietta Materials, Inc.		707,935
	45,529	MeadWestvaco Corp.		1,778,818
	49,164	Monsanto Co.		5,442,455
	66,292	Mosaic Co. (The)		3,317,252
	1,335	NewMarket Corp.		497,047
	215,431	Newmont Mining Corp.		5,349,152
	87,673	Nucor Corp.		4,537,078
	20,564	Olin Corp.		577,848
	47,341	Owens-Illinois, Inc.(b)		1,504,497
	10,026	Packaging Corp. of America		668,032
	17,926	PPG Industries, Inc.		3,470,832
	34,960	Praxair, Inc.		4,564,028
	18,024	Reliance Steel & Aluminum Co.		1,276,460
	47,744	Resolute Forest Products, Inc.(b)		851,753
	10,113	Rock-Tenn Co., Class A		966,904
	9,470	Rockwood Holdings, Inc.		672,844

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Materials (continued)
	22,423	RPM International, Inc.	$	956,565
	17,059	Schnitzer Steel Industries, Inc., Class A		478,846
	34,293	Sealed Air Corp.		1,176,593
	8,533	Sensient Technologies Corp.		461,209
	7,106	Sherwin-Williams Co. (The)		1,420,063
	10,644	Sigma-Aldrich Corp.		1,024,059
	8,947	Silgan Holdings, Inc.		445,113
	23,378	Sonoco Products Co.		983,746
	43,917	Southern Copper Corp. (Mexico)		1,323,658
	71,620	Steel Dynamics, Inc.		1,308,497
	94,800	United States Steel Corp.(c)		2,466,696
	10,599	Valspar Corp. (The)		774,151
	18,361	Vulcan Materials Co.		1,184,835
	6,181	W.R. Grace & Co.(b)		569,270
	51,262	Walter Energy, Inc.(c)		369,086
				134,008,881
		Telecommunication Services—4.0%
	1,989,971	AT&T, Inc.		71,041,965
	241,861	CenturyLink, Inc.		8,443,367
	126,679	Cincinnati Bell, Inc.(b)		424,375
	621,071	Frontier Communications Corp.(c)		3,695,372
	68,326	Leap Wireless International, Inc.(b)		172,182
	25,122	Level 3 Communications, Inc.(b)		1,081,000
	581,979	NII Holdings, Inc.(b)(c)		500,444
	88,622	Sprint Corp. (Japan)(b)		753,287
	50,963	Telephone & Data Systems, Inc.		1,385,684
	15,698	T-Mobile US, Inc. (Germany)(b)		459,794
	17,574	tw telecom, inc.(b)		539,346
	893,441	Verizon Communications, Inc.		41,750,498
	334,953	Windstream Holdings, Inc.(c)		3,038,024
				133,285,338
		Utilities—5.3%
	244,531	AES Corp. (The)		3,533,473
	26,825	AGL Resources, Inc.		1,448,550
	9,089	ALLETE, Inc.		470,447
	27,592	Alliant Energy Corp.		1,613,580
	83,405	Ameren Corp.		3,445,461
	141,816	American Electric Power Co., Inc.		7,631,119
	35,861	American Water Works Co., Inc.		1,632,751
	19,519	Aqua America, Inc.		489,732
	27,957	Atmos Energy Corp.		1,426,925
	18,609	Avista Corp.		598,279
	9,361	Black Hills Corp.		540,598
	91,593	Calpine Corp.(b)		2,100,227
	120,904	CenterPoint Energy, Inc.		2,993,583
	11,915	Cleco Corp.		626,133
	68,727	CMS Energy Corp.		2,083,115
	98,624	Consolidated Edison, Inc.		5,723,151
	100,154	Dominion Resources, Inc.		7,265,171
	49,503	DTE Energy Co.		3,868,164
	165,072	Duke Energy Corp.		12,296,213
	26,456	Dynegy, Inc.(b)		752,673
	91,614	Edison International		5,181,688
	80,722	Entergy Corp.		5,852,345
	362,702	Exelon Corp.		12,705,451

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

26

PowerShares FTSE RAFI US 1000 Portfolio (PRF) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Utilities (continued)
	208,005	FirstEnergy Corp.	$	7,020,169
	44,290	Great Plains Energy, Inc.		1,188,301
	35,847	Hawaiian Electric Industries, Inc.(c)		859,969
	10,589	IDACORP, Inc.		594,466
	30,927	Integrys Energy Group, Inc.		1,895,207
	14,777	ITC Holdings Corp.		546,306
	37,773	MDU Resources Group, Inc.		1,337,920
	11,501	National Fuel Gas Co.		846,934
	11,914	New Jersey Resources Corp.		592,483
	82,423	NextEra Energy, Inc.		8,229,937
	70,551	NiSource, Inc.		2,562,412
	59,640	Northeast Utilities		2,818,586
	9,782	NorthWestern Corp.		473,253
	96,479	NRG Energy, Inc.		3,156,793
	38,200	OGE Energy Corp.		1,426,006
	106,001	Pepco Holdings, Inc.		2,836,587
	143,031	PG&E Corp.		6,519,353
	17,847	Piedmont Natural Gas Co., Inc.		638,744
	34,290	Pinnacle West Capital Corp.		1,918,525
	23,651	PNM Resources, Inc.		654,660
	23,789	Portland General Electric Co.		796,218
	161,945	PPL Corp.		5,399,246
	155,902	Public Service Enterprise Group, Inc.		6,387,305
	36,863	Questar Corp.		895,034
	36,329	SCANA Corp.		1,950,141
	44,587	Sempra Energy		4,396,724
	241,392	Southern Co. (The)		11,062,995
	11,406	Southwest Gas Corp.		627,444
	82,533	TECO Energy, Inc.		1,482,293
	30,362	UGI Corp.		1,417,602
	13,169	UIL Holdings Corp.		483,697
	9,352	UNS Energy Corp.		561,681
	23,597	Vectren Corp.		957,330
	34,570	Westar Energy, Inc.		1,240,372
	18,426	WGL Holdings, Inc.		733,171
	40,445	Wisconsin Energy Corp.		1,960,774
	141,989	Xcel Energy, Inc.		4,525,189
				175,272,656
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $2,686,186,397)—100.0%		3,305,210,216
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—0.8%
	27,882,011	Invesco Liquid Assets Portfolio—Institutional Class(e)(f) (Cost $ 27,882,011)		27,882,011
		Total Investments (Cost $ 2,714,068,408)—100.8%		3,333,092,227
		Other assets less liabilities—(0.8)%		(27,395,771	)
		Net Assets—100.0%	$	3,305,696,456

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  Affiliated company. The Fund’s Adviser and Invesco Mortgage Capital, Inc. REIT are wholly-owned subsidiaries of Invesco Ltd., and therefore Invesco Ltd. and Invesco Mortgage Capital, Inc. REIT are considered to be affiliated. See Note 4.

^(e)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(f)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman	$	27,275,127	$	(27,275,127	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

27

Schedule of Investments^(a)

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—17.4%
	40,295	1-800-FLOWERS.COM, Inc., Class A(b)	$	219,608
	249,214	Aeropostale, Inc.(b)(c)		1,238,594
	20,588	AH Belo Corp., Class A		236,968
	19,636	AMC Entertainment Holdings, Inc., Class A (China)(b)		454,377
	17,771	AMC Networks, Inc., Class A(b)		1,167,022
	229,084	American Apparel, Inc.(b)(c)		148,080
	36,231	American Axle & Manufacturing Holdings, Inc.(b)		639,477
	7,329	American Public Education, Inc.(b)		253,583
	8,680	America’s Car-Mart, Inc.(b)		313,695
	49,449	ANN, Inc.(b)		1,937,906
	51,649	ARAMARK Holdings Corp.		1,455,985
	160,444	Arcos Dorados Holdings, Inc., Class A (Argentina)(c)		1,461,645
	7,380	Arctic Cat, Inc.		301,768
	30,237	Asbury Automotive Group, Inc.(b)		1,866,832
	10,356	Ascent Capital Group, Inc., Class A(b)		712,182
	14,993	Bally Technologies, Inc.(b)		976,194
	13,141	Bassett Furniture Industries, Inc.		181,214
	27,775	Beazer Homes USA, Inc.(b)		526,614
	50,421	bebe Stores, Inc.		254,626
	26,465	Big 5 Sporting Goods Corp.		323,138
	1,302	Biglari Holdings, Inc.(b)		558,584
	19,454	BJ’s Restaurants, Inc.(b)		555,412
	44,372	Bloomin’ Brands, Inc.(b)		946,011
	5,865	Blue Nile, Inc.(b)		203,691
	36,677	Blyth, Inc.(c)		343,664
	29,093	Bob Evans Farms, Inc.		1,363,589
	52,451	Body Central Corp.(b)(c)		54,549
	71,502	Bon-Ton Stores, Inc. (The)(c)		786,522
	107,498	Boyd Gaming Corp.(b)		1,270,626
	19,485	Bravo Brio Restaurant Group, Inc.(b)		291,690
	16,034	Bridgepoint Education, Inc.(b)		254,139
	10,133	Bright Horizons Family Solutions, Inc.(b)		413,224
	58,423	Brown Shoe Co., Inc.		1,378,199
	38,167	Brunswick Corp.		1,533,932
	34,447	Buckle, Inc. (The)(c)		1,618,665
	5,965	Buffalo Wild Wings, Inc.(b)		871,606
	29,687	Burger King Worldwide, Inc.		775,721
	37,882	Burlington Stores, Inc.(b)		984,553
	54,545	Callaway Golf Co.		475,087
	6,857	Capella Education Co.		400,175
	13,028	Carmike Cinemas, Inc.(b)		386,410
	10,599	Carriage Services, Inc.		170,538
	39,995	Carrols Restaurant Group, Inc.(b)		268,366
	32,172	Cato Corp. (The), Class A		916,580
	3,448	Cavco Industries, Inc.(b)		268,772
	284,057	Central European Media Enterprises Ltd., Class A (Czech Republic)(b)(c)		778,316
	24,317	Cheesecake Factory, Inc. (The)		1,091,590
	23,518	Children’s Place Retail Stores, Inc. (The)		1,128,864
	26,625	Choice Hotels International, Inc.		1,176,293
	40,102	Christopher & Banks Corp.(b)		250,236
	6,303	Churchill Downs, Inc.		553,593
	19,551	Citi Trends, Inc.(b)		332,172

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	75,525	Clear Channel Outdoor Holdings, Inc., Class A	$	605,711
	13,125	ClubCorp Holdings, Inc.		247,275
	7,806	Columbia Sportswear Co.		671,160
	16,590	Conn’s, Inc.(b)(c)		733,776
	4,281	Container Store Group, Inc. (The)(b)(c)		118,113
	8,699	Cooper-Standard Holding, Inc.(b)		589,357
	18,460	Core-Mark Holding Co., Inc.		1,486,768
	545,929	Corinthian Colleges, Inc.(b)(c)		627,818
	16,022	Cracker Barrel Old Country Store, Inc.		1,517,924
	60,416	Crocs, Inc.(b)		914,094
	8,836	CSS Industries, Inc.		211,799
	61,778	CTC Media, Inc. (Russia)		535,615
	57,291	Cumulus Media, Inc., Class A(b)		367,235
	18,328	Deckers Outdoor Corp.(b)		1,446,996
	10,950	Del Frisco’s Restaurant Group, Inc.(b)		284,810
	10,556	Delta Apparel, Inc.(b)		160,768
	75,127	Denny’s Corp.(b)		506,356
	11,512	Destination Maternity Corp.		283,886
	63,667	Destination XL Group, Inc.(b)		343,802
	98,119	Dex Media, Inc.(b)(c)		719,212
	13,578	DineEquity, Inc.		1,029,348
	11,571	Dixie Group, Inc. (The)(b)		174,375
	17,515	Domino’s Pizza, Inc.		1,302,766
	7,520	Dorman Products, Inc.(b)		432,776
	34,534	DreamWorks Animation SKG, Inc., Class A(b)		829,852
	11,074	Drew Industries, Inc.		557,244
	45,120	DSW, Inc., Class A		1,506,557
	20,678	Dunkin’ Brands Group, Inc.		941,056
	22,943	E.W. Scripps Co. (The), Class A(b)		393,014
	64,691	Education Management Corp.(b)(c)		256,823
	19,427	Einstein Noah Restaurant Group, Inc.		298,399
	46,468	Emmis Communications Corp., Class A(b)		150,092
	32,277	Entercom Communications Corp., Class A(b)		348,592
	24,294	Entravision Communications Corp., Class A		129,001
	24,285	Ethan Allen Interiors, Inc.		589,640
	8,524	Extended Stay America, Inc.		183,692
	56,044	Federal-Mogul Corp.(b)		965,078
	7,230	Fiesta Restaurant Group, Inc.(b)		264,690
	41,516	Finish Line, Inc. (The), Class A		1,142,935
	19,530	Five Below, Inc.(b)		787,254
	6,477	Flexsteel Industries, Inc.		222,291
	21,981	Francesca’s Holdings Corp.(b)		359,609
	51,057	Fred’s, Inc., Class A		930,259
	34,169	Fuel Systems Solutions, Inc.(b)		358,091
	9,600	Gentherm, Inc.(b)		348,960
	12,017	G-III Apparel Group Ltd.(b)		862,460
	29,516	Gordmans Stores, Inc.		132,527
	10,563	Grand Canyon Education, Inc.(b)		455,477
	33,028	Gray Television, Inc.(b)		371,565
	75,155	Harte-Hanks, Inc.		604,246
	584	Haverty Furniture Cos., Inc., Class A		14,436
	14,348	Haverty Furniture Cos., Inc.		366,448
	21,299	Helen of Troy Ltd.(b)		1,335,447

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

28

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	53,161	hhgregg, Inc.(b)(c)	$	458,248
	12,258	Hibbett Sports, Inc.(b)		660,093
	47,584	Hillenbrand, Inc.		1,446,554
	49,508	Hilton Worldwide Holdings, Inc.(b)		1,080,760
	5,836	HomeAway, Inc.(b)		190,370
	11,081	Hooker Furniture Corp.		153,472
	17,360	Houghton Mifflin Harcourt Co.(b)		354,665
	99,349	Hovnanian Enterprises, Inc., Class A(b)(c)		443,097
	20,315	HSN, Inc.		1,179,083
	32,025	Hyatt Hotels Corp., Class A(b)		1,802,367
	58,335	Iao Kun Group Holding Co., Ltd. (Hong Kong)(c)		170,922
	31,735	Iconix Brand Group, Inc.(b)		1,348,738
	21,509	International Speedway Corp., Class A		676,243
	15,986	Interval Leisure Group, Inc.		411,959
	9,112	iRobot Corp.(b)(c)		305,252
	45,708	Isle of Capri Casinos, Inc.(b)		310,814
	29,344	Jack in the Box, Inc.(b)		1,571,078
	74,867	JAKKS Pacific, Inc.(c)		655,835
	977	John Wiley & Sons, Inc., Class B		55,923
	6,763	Johnson Outdoors, Inc., Class A		141,550
	20,182	Jos. A. Bank Clothiers, Inc.(b)(c)		1,302,748
	40,108	Journal Communications, Inc., Class A(b)		321,666
	23,281	K12, Inc.(b)		551,294
	25,844	Kate Spade & Co.(b)		898,596
	53,015	KB Home		875,278
	127,715	Kingold Jewelry, Inc.(b)(c)		141,764
	14,158	Kirkland’s, Inc.(b)		242,243
	17,012	Krispy Kreme Doughnuts, Inc.(b)		298,390
	30,449	La-Z-Boy, Inc.		737,779
	63,380	LeapFrog Enterprises, Inc.(b)		434,153
	144,317	Lee Enterprises, Inc.(b)(c)		580,154
	18,923	Libbey, Inc.(b)		504,676
	36,457	Life Time Fitness, Inc.(b)		1,749,936
	12,119	Lifetime Brands, Inc.		231,473
	14,896	LIN Media LLC, Class A(b)		349,013
	64,011	Lincoln Educational Services Corp.		261,165
	46,323	Lions Gate Entertainment Corp.(c)		1,228,949
	17,032	Lithia Motors, Inc., Class A		1,265,137
	16,843	Loral Space & Communications, Inc.(b)		1,212,528
	21,047	Lululemon Athletica, Inc.(b)(c)		966,689
	5,259	Lumber Liquidators Holdings, Inc.(b)		458,374
	12,981	M/I Homes, Inc.(b)		289,087
	25,971	Madison Square Garden Co. (The), Class A(b)		1,418,017
	29,844	Marcus Corp. (The)		499,290
	26,790	MarineMax, Inc.(b)		430,247
	23,094	Marriott Vacations Worldwide Corp.(b)		1,258,161
	20,708	Matthews International Corp., Class A		835,568
	5,750	Mattress Firm Holding Corp.(b)		259,843
	197,465	McClatchy Co. (The), Class A(b)(c)		1,082,108
	38,078	MDC Holdings, Inc.		1,050,953
	18,249	Media General, Inc.(b)(c)		279,575
	35,235	Meredith Corp.		1,552,806
	18,081	Meritage Homes Corp.(b)		697,565
	16,753	Michael Kors Holdings Ltd.(b)		1,527,874
	43,476	Modine Manufacturing Co.(b)		716,484

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	10,633	Monro Muffler Brake, Inc.	$	599,701
	5,334	Morningstar, Inc.		391,142
	9,345	Movado Group, Inc.		367,072
	7,966	Multimedia Games Holding Co., Inc.(b)		232,607
	7,802	NACCO Industries, Inc., Class A		418,109
	66,237	National CineMedia, Inc.		1,006,140
	48,661	New York & Co., Inc.(b)		203,890
	97,989	New York Times Co. (The), Class A		1,575,663
	8,775	Nexstar Broadcasting Group, Inc., Class A(c)		349,684
	24,301	Norwegian Cruise Line Holdings Ltd.(b)		796,344
	26,627	Nutrisystem, Inc.		399,405
	34,558	Orbitz Worldwide, Inc.(b)		254,001
	39,972	Orient-Express Hotels Ltd., Class A(b)		523,633
	22,012	Outerwall, Inc.(b)(c)		1,526,532
	14,862	Overstock.com, Inc.(b)		238,089
	8,210	Oxford Industries, Inc.		541,942
	144,305	Pacific Sunwear of California, Inc.(b)		415,598
	14,676	Papa John’s International, Inc.		643,689
	85,265	Pep Boys-Manny, Moe & Jack (The)(b)		871,408
	38,839	Perry Ellis International, Inc.(b)		586,469
	14,801	PetMed Express, Inc.(c)		193,745
	49,810	Pier 1 Imports, Inc.		909,531
	53,350	Pinnacle Entertainment, Inc.(b)		1,241,455
	20,443	Pool Corp.		1,206,546
	4,030	Popeyes Louisiana Kitchen, Inc.(b)		153,543
	154,988	Quiksilver, Inc.(b)		995,023
	55,106	Radio One, Inc., Class D(b)		249,079
	8,511	Red Robin Gourmet Burgers, Inc.(b)		578,578
	118,532	Regis Corp.		1,557,510
	16,918	Remy International, Inc.		448,665
	8,059	Restoration Hardware Holdings, Inc.(b)		502,801
	13,433	Rick’s Cabaret International, Inc.(b)		135,673
	12,795	Rocky Brands, Inc.		187,319
	208,383	Ruby Tuesday, Inc.(b)		1,606,633
	22,944	Ruth’s Hospitality Group, Inc.		288,865
	16,282	Ryland Group, Inc. (The)		625,066
	42,030	Scholastic Corp.		1,383,207
	57,982	Scientific Games Corp., Class A(b)		694,624
	28,527	Sears Hometown and Outlet Stores, Inc.(b)		673,522
	33,972	Select Comfort Corp.(b)		625,085
	43,791	SGOCO Group Ltd. (China)(b)(c)		105,098
	12,124	Shoe Carnival, Inc.		276,912
	14,672	Shutterfly, Inc.(b)		600,525
	35,920	Sinclair Broadcast Group, Inc., Class A		960,142
	33,179	Skechers U.S.A., Inc., Class A(b)		1,360,007
	38,751	Smith & Wesson Holding Corp.(b)(c)		594,828
	8,195	SodaStream International Ltd. (Israel)(b)(c)		348,533
	34,534	Sonic Corp.(b)		657,527
	24,691	Sotheby’s		1,038,503
	38,072	Spartan Motors, Inc.		202,162
	14,113	Speedway Motorsports, Inc.		256,715
	45,928	Stage Stores, Inc.		880,899
	14,190	Standard Motor Products, Inc.		539,078
	62,415	Standard Pacific Corp.(b)		498,696
	37,226	Starz, Class A(b)		1,201,283
	269	Starz, Class B(b)		8,460
	34,017	Stein Mart, Inc.		425,213

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

29

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	12,823	Steiner Leisure Ltd.(b)	$	553,569
	30,484	Steven Madden Ltd.(b)		1,085,535
	43,307	Stoneridge, Inc.(b)		462,952
	21,488	Strayer Education, Inc.(b)(c)		916,033
	8,973	Sturm Ruger & Co., Inc.(c)		577,413
	36,335	Superior Industries International, Inc.		768,122
	21,957	Taylor Morrison Home Corp., Class A(b)		465,708
	19,362	Tempur Sealy International, Inc.(b)		971,585
	28,240	Texas Roadhouse, Inc.		698,658
	45,144	Tower International, Inc.(b)		1,255,455
	55,536	Town Sports International Holdings, Inc.		389,307
	153,485	TravelCenters of America LLC(b)		1,161,881
	9,748	TripAdvisor, Inc.(b)		787,054
	28,983	Tuesday Morning Corp.(b)		405,182
	16,406	Tumi Holdings, Inc.(b)		335,011
	16,034	Ulta Salon, Cosmetics & Fragrance, Inc.(b)		1,406,342
	20,607	Under Armour, Inc., Class A(b)		1,007,476
	21,985	Unifi, Inc.(b)		486,748
	9,053	Universal Electronics, Inc.(b)		338,130
	21,112	Universal Technical Institute, Inc.		253,555
	16,969	Vail Resorts, Inc.		1,174,764
	37,313	ValueVision Media, Inc., Class A(b)		174,625
	9,530	Vera Bradley, Inc.(b)		269,699
	16,809	Vitamin Shoppe, Inc.(b)		804,815
	45,304	VOXX International Corp.(b)		532,322
	48,737	Weight Watchers International, Inc. (Luxembourg)(c)		964,993
	23,439	West Marine, Inc.(b)		250,797
	209,373	Wet Seal, Inc. (The), Class A(b)(c)		236,592
	7,266	Weyco Group, Inc.		182,304
	10,127	Winnebago Industries, Inc.(b)		242,035
	52,223	Wolverine World Wide, Inc.		1,467,466
	22,409	World Wrestling Entertainment, Inc., Class A(c)		436,976
	42,419	Zale Corp.(b)		907,342
	17,961	Zumiez, Inc.(b)		439,146
				166,576,719
		Consumer Staples—4.0%
	74,177	Adecoagro S.A. (Argentina)(b)		661,659
	142,491	Alliance One International, Inc.(b)		366,202
	35,373	B&G Foods, Inc.		1,160,234
	1,359	Boston Beer Co., Inc. (The), Class A(b)		334,368
	26,266	Boulder Brands, Inc.(b)		387,686
	10,827	Calavo Growers, Inc.		336,611
	11,134	Cal-Maine Foods, Inc.		663,920
	23,001	Central Garden & Pet Co.(b)		186,998
	72,644	Central Garden & Pet Co., Class A(b)		600,766
	7,861	Chefs’ Warehouse, Inc. (The)(b)		157,927
	5,128	Coca-Cola Bottling Co. Consolidated		421,675
	44,448	Coty, Inc., Class A		713,390
	19,572	Diamond Foods, Inc.(b)(c)		598,316
	31,343	Elizabeth Arden, Inc.(b)		1,151,542
	66,417	Fresh Del Monte Produce, Inc.		1,918,787
	20,744	Fresh Market, Inc. (The)(b)		769,602
	15,578	Hain Celestial Group, Inc. (The)(b)		1,340,020
	88,336	Harbinger Group, Inc.(b)(c)		1,029,998

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Staples (continued)
	21,172	Ingles Markets, Inc., Class A	$	486,744
	7,083	Inter Parfums, Inc.		259,167
	6,241	J & J Snack Foods Corp.		584,158
	14,590	John B. Sanfilippo & Son, Inc.		336,300
	11,338	Lancaster Colony Corp.		1,075,749
	8,178	Medifast, Inc.(b)		258,834
	22,985	Monster Beverage Corp.(b)		1,539,076
	12,769	National Beverage Corp.(b)		246,186
	17,960	Nu Skin Enterprises, Inc., Class A		1,562,520
	9,516	Nutraceutical International Corp.(b)		237,139
	26,667	Omega Protein Corp.(b)		302,937
	96,793	Pantry, Inc. (The)(b)		1,455,767
	45,854	Pilgrim’s Pride Corp. (Brazil)(b)		1,002,368
	38,675	Pinnacle Foods, Inc.		1,175,720
	26,306	Post Holdings, Inc.(b)		1,374,752
	7,572	PriceSmart, Inc.		727,215
	11,283	Revlon, Inc., Class A(b)		340,070
	166,565	Roundy’s, Inc.		1,127,645
	15,713	Sanderson Farms, Inc.		1,292,709
	254	Seaboard Corp.(b)		619,252
	9,098	Seneca Foods Corp., Class A(b)		258,383
	1,420	Seneca Foods Corp., Class B(b)		43,367
	42,044	Snyders-Lance, Inc.		1,116,689
	54,939	Spartan Stores, Inc.		1,183,386
	13,973	Spectrum Brands Holdings, Inc.		1,073,546
	10,719	Sprouts Farmers Market, Inc.(b)		342,686
	25,570	Susser Holdings Corp.(b)(c)		1,978,607
	13,212	Tootsie Roll Industries, Inc.(c)		372,446
	3,130	USANA Health Sciences, Inc.(b)		212,402
	71,226	Vector Group Ltd.(c)		1,517,114
	9,007	Village Super Market, Inc., Class A		217,879
	6,413	WD-40 Co.		467,123
	13,288	Weis Markets, Inc.		612,444
				38,200,081
		Energy—8.0%
	4,038	Adams Resources & Energy, Inc.		290,978
	64,341	Alon USA Energy, Inc. (Israel)		1,048,115
	4,599	Antero Resources Corp.(b)		302,016
	21,158	Approach Resources, Inc.(b)(c)		439,029
	44,675	Basic Energy Services, Inc.(b)		1,180,314
	8,023	Bonanza Creek Energy, Inc.(b)		390,078
	20,791	Bristow Group, Inc.		1,596,749
	33,072	C&J Energy Services, Inc.(b)		994,144
	254,009	Cal Dive International, Inc.(b)(c)		375,933
	50,932	Callon Petroleum Co.(b)		467,556
	7,296	CARBO Ceramics, Inc.		1,020,783
	16,409	Carrizo Oil & Gas, Inc.(b)		902,823
	10,649	Cheniere Energy, Inc.(b)		601,136
	4,850	Clayton Williams Energy, Inc.(b)		700,728
	33,889	Clean Energy Fuels Corp.(b)(c)		299,918
	77,568	Cobalt International Energy, Inc.(b)		1,396,224
	58,617	Comstock Resources, Inc.		1,629,553
	9,484	Contango Oil & Gas Co.(b)		455,611
	8,478	Continental Resources, Inc.(b)(c)		1,174,373
	7,092	Core Laboratories NV		1,331,027
	22,041	CVR Energy, Inc.(c)		1,083,315

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

30

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Energy (continued)
	10,777	Dawson Geophysical Co.	$	304,558
	66,035	DHT Holdings, Inc.		515,733
	4,327	Diamondback Energy, Inc.(b)		311,284
	12,852	Dril-Quip, Inc.(b)		1,453,818
	41,216	Endeavour International Corp.(b)(c)		141,783
	67,013	Energy XXI Bermuda Ltd.(c)		1,603,621
	24,572	Enlink Midstream LLC		868,129
	29,257	EPL Oil & Gas, Inc.(b)		1,145,119
	14,431	Era Group, Inc.(b)		412,005
	246,785	EXCO Resources, Inc.(c)		1,567,085
	459,322	Forest Oil Corp.(b)		854,339
	29,883	Forum Energy Technologies, Inc.(b)		892,306
	11,394	Frank’s International NV		312,537
	8,536	Gaslog Ltd. (Monaco)		228,594
	3,949	Geospace Technologies Corp.(b)		229,555
	25,099	Golar LNG Ltd. (Norway)(c)		1,109,376
	25,280	Goodrich Petroleum Corp.(b)(c)		635,792
	198,505	Gran Tierra Energy, Inc. (Canada)(b)		1,419,311
	46,086	Green Plains Renewable Energy, Inc.		1,377,971
	14,757	Gulf Island Fabrication, Inc.		296,025
	5,167	Gulfmark Offshore, Inc., Class A		232,567
	14,555	Gulfport Energy Corp.(b)		1,072,267
	199,618	Halcon Resources Corp.(b)(c)		1,101,891
	55,238	Harvest Natural Resources, Inc.(b)(c)		249,123
	273,745	Hercules Offshore, Inc.(b)		1,223,640
	35,637	Hornbeck Offshore Services, Inc.(b)		1,476,441
	13,101	InterOil Corp.(b)(c)		828,114
	165,639	ION Geophysical Corp.(b)		728,812
	48,355	Knightsbridge Tankers Ltd. (Bermuda)		577,842
	71,397	Kodiak Oil & Gas Corp.(b)		907,456
	21,704	Kosmos Energy Ltd.(b)		237,008
	19,001	Laredo Petroleum, Inc.(b)		555,399
	33,380	Magnum Hunter Resources Corp.(b)		283,730
	10,244	Matador Resources Co.(b)		294,208
	17,297	Matrix Service Co.(b)		535,688
	67,759	Midstates Petroleum Co., Inc.(b)(c)		399,778
	16,360	Mitcham Industries, Inc.(b)		225,768
	6,985	Natural Gas Services Group, Inc.(b)		214,370
	82,162	Newpark Resources, Inc.(b)		989,230
	101,909	Nordic American Tankers Ltd.		879,475
	31,359	Northern Oil and Gas, Inc.(b)(c)		483,869
	21,677	Nuverra Environmental Solutions, Inc.(b)(c)		368,726
	20,361	Oasis Petroleum, Inc.(b)		946,990
	66,252	Ocean Rig UDW, Inc. (Greece)(b)		1,093,158
	51,477	Pacific Drilling SA (Monaco)(b)		510,137
	29,586	Pacific Ethanol, Inc.(b)(c)		461,542
	143,417	Parker Drilling Co.(b)		950,855
	17,814	PDC Energy, Inc.(b)		1,134,217
	57,992	Penn Virginia Corp.(b)		964,987
	93,522	PetroQuest Energy, Inc.(b)		563,002
	1,243	PHI, Inc.(b)		52,579
	7,805	PHI, Inc. (Non Voting)(b)		349,664
	102,780	Pioneer Energy Services Corp.(b)		1,538,617
	288,952	Quicksilver Resources, Inc.(b)(c)		941,984
	30,660	Renewable Energy Group, Inc.(b)		360,868
	133,709	Rentech, Inc.(b)		283,463
	57,321	Resolute Energy Corp.(b)		429,908

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Energy (continued)
	5,751	REX American Resources Corp.(b)	$	375,885
	18,202	Rex Energy Corp.(b)		383,334
	27,115	Rosetta Resources, Inc.(b)		1,283,624
	33,098	RPC, Inc.		735,769
	6,856	Sanchez Energy Corp.(b)		193,888
	27,188	Scorpio Tankers, Inc.		244,964
	22,090	SemGroup Corp., Class A		1,411,109
	79,521	Ship Finance International Ltd. (Norway)		1,401,955
	30,751	StealthGas, Inc.(b)		333,341
	43,313	Stone Energy Corp.(b)		2,124,503
	127,512	Swift Energy Co.(b)(c)		1,572,223
	221,601	Teekay Tankers Ltd., Class A(c)		773,387
	33,002	Tesco Corp.(b)		660,040
	98,672	TETRA Technologies, Inc.(b)		1,233,400
	142,595	Tsakos Energy Navigation Ltd.		1,016,702
	41,831	Ultra Petroleum Corp.(b)(c)		1,246,564
	57,741	VAALCO Energy, Inc.(b)		532,372
	227,437	Vantage Drilling Co.(b)(c)		379,820
	49,616	W&T Offshore, Inc.		952,627
	73,895	Warren Resources, Inc.(b)		374,648
	16,456	Westmoreland Coal Co.(b)		487,262
	114,216	Willbros Group, Inc.(b)		1,268,940
				76,793,074
		Financials—21.2%
	15,272	1st Source Corp.		450,371
	22,962	1st United Bancorp, Inc.		168,082
	32,572	Acadia Realty Trust REIT		883,678
	61,177	AG Mortgage Investment Trust, Inc. REIT		1,082,221
	8,437	Agree Realty Corp. REIT		252,013
	19,240	Alexander & Baldwin, Inc.		717,844
	1,376	Alexander’s, Inc. REIT		475,766
	2,748	Altisource Portfolio Solutions SA(b)		284,995
	27,238	American Assets Trust, Inc. REIT		924,730
	8,830	American National Bankshares, Inc.		188,167
	5,474	American National Insurance Co.		615,332
	12,019	Ameris Bancorp(b)		255,644
	12,566	AMERISAFE, Inc.		535,940
	10,200	Amreit, Inc., Class B REIT		169,932
	18,400	AmTrust Financial Services, Inc.(c)		711,528
	337,895	Anworth Mortgage Asset Corp. REIT		1,824,633
	30,720	Apollo Commercial Real Estate Finance, Inc. REIT		522,547
	54,011	Apollo Residential Mortgage, Inc. REIT		872,278
	40,102	Arbor Realty Trust, Inc. REIT		281,115
	34,290	Argo Group International Holdings Ltd.		1,523,162
	11,219	Arlington Asset Investment Corp., Class A		296,743
	342,338	ARMOUR Residential REIT, Inc. REIT		1,451,513
	10,438	Arrow Financial Corp.		261,263
	89,790	Ashford Hospitality Trust, Inc. REIT		921,245
	33,505	Associated Estates Realty Corp. REIT		562,214
	1,253	Baldwin & Lyons, Inc., Class A		29,608
	10,019	Baldwin & Lyons, Inc., Class B		260,594
	11,555	Banc of California, Inc.		145,246
	6,239	BancFirst Corp.		363,172
	18,454	Bancorp, Inc. (The)(b)		291,942
	44,303	Bank Mutual Corp.		266,704

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

31

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	4,241	Bank of Marin Bancorp	$	192,584
	9,953	Bank of the Ozarks, Inc.		596,185
	11,458	Banner Corp.		453,049
	35,109	BBCN Bancorp, Inc.		541,030
	21,273	Beneficial Mutual Bancorp, Inc.(b)		277,400
	22,457	Berkshire Hills Bancorp, Inc.		526,168
	77,148	BGC Partners, Inc., Class A		553,151
	11,716	Blackstone Mortgage Trust, Inc., Class A REIT		333,086
	11,939	BNC Bancorp		194,606
	2,538	BofI Holding, Inc.(b)		204,588
	19,106	BOK Financial Corp.		1,249,915
	48,476	Boston Private Financial Holdings, Inc.		606,435
	7,003	Bridge Bancorp, Inc.		170,313
	20,329	Brixmor Property Group, Inc. REIT		446,425
	90,839	Brookline Bancorp, Inc.		824,818
	8,295	Bryn Mawr Bank Corp.		226,288
	5,114	C&F Financial Corp.		159,812
	51,189	Calamos Asset Management, Inc., Class A		623,482
	8,630	Camden National Corp.		329,407
	37,311	Campus Crest Communities, Inc. REIT		321,248
	8,588	Capital Bank Financial Corp., Class A(b)		204,824
	15,672	Capital City Bank Group, Inc.		217,841
	18,162	Cardinal Financial Corp.		305,122
	31,782	Cash America International, Inc.		1,384,106
	42,897	Cathay General Bancorp		1,012,369
	24,079	CBOE Holdings, Inc.		1,284,855
	85,803	Cedar Realty Trust, Inc. REIT		531,121
	9,113	Center Bancorp, Inc.		168,682
	19,183	Centerstate Banks, Inc.		210,438
	18,320	Central Pacific Financial Corp.		343,866
	160,811	Chambers Street Properties REIT		1,252,718
	19,430	Charter Financial Corp.		213,730
	10,142	Chatham Lodging Trust REIT		206,187
	29,363	Chemical Financial Corp.		824,219
	25,959	Chesapeake Lodging Trust REIT		700,633
	449,984	Chimera Investment Corp. REIT		1,390,451
	11,373	Citizens & Northern Corp.		213,130
	31,167	Citizens, Inc.(b)		204,767
	13,854	City Holding Co.		595,583
	27,694	CNA Financial Corp.		1,134,069
	9,291	CNB Financial Corp.		153,487
	22,580	CoBiz Financial, Inc.		226,703
	12,330	Cohen & Steers, Inc.(c)		499,488
	26,968	Colony Financial, Inc. REIT		586,554
	30,924	Columbia Banking System, Inc.		767,534
	30,762	Community Bank System, Inc.		1,144,039
	12,642	Community Trust Bancorp, Inc.		466,111
	31,634	Consumer Portfolio Services, Inc.(b)		220,805
	9,166	CoreSite Realty Corp. REIT		278,830
	74,705	Cousins Properties, Inc. REIT		868,819
	59,331	Cowen Group, Inc., Class A(b)		243,850
	13,851	Crawford & Co., Class A		133,662
	16,278	Crawford & Co., Class B		185,895
	3,786	Credit Acceptance Corp.(b)		497,935
	58,611	CubeSmart REIT		1,090,165
	14,796	Customers Bancorp, Inc.(b)		325,956

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	65,509	CVB Financial Corp.	$	947,260
	19,562	CyrusOne, Inc. REIT		391,240
	148,018	DFC Global Corp.(b)		1,379,528
	2,247	Diamond Hill Investment Group Inc.		266,764
	31,279	Dime Community Bancshares, Inc.		509,848
	1,259	Donegal Group, Inc., Class B		31,525
	12,027	Donegal Group, Inc., Class A		177,519
	15,662	Doral Financial Corp.(b)(c)		149,729
	38,430	DuPont Fabros Technology, Inc. REIT		931,159
	70,372	Dynex Capital, Inc. REIT		603,792
	7,940	Eagle Bancorp, Inc.(b)		265,117
	18,195	EastGroup Properties, Inc. REIT		1,150,834
	74,491	Education Realty Trust, Inc. REIT		759,808
	4,890	eHealth, Inc.(b)		204,842
	16,501	Empire State Realty Trust, Inc., Class A REIT		252,465
	37,549	Employers Holdings, Inc.		764,122
	12,989	Encore Capital Group, Inc.(b)		561,385
	4,624	Enstar Group Ltd.(b)		596,958
	14,629	Enterprise Financial Services Corp.		261,420
	30,399	Equity Lifestyle Properties, Inc. REIT		1,272,806
	42,416	Equity One, Inc. REIT		955,632
	12,835	Erie Indemnity Co., Class A		919,628
	54,511	Everbank Financial Corp.(c)		1,020,446
	8,869	Evercore Partners, Inc., Class A		473,871
	29,218	Excel Trust, Inc. REIT		368,731
	34,684	Extra Space Storage, Inc. REIT		1,815,014
	92,287	EZCORP, Inc., Class A(b)		962,553
	8,537	Farmers Capital Bank Corp.(b)		178,338
	13,821	FBL Financial Group, Inc., Class A		617,937
	7,219	FBR & Co.(b)		186,250
	7,908	Federal Agricultural Mortgage Corp., Class C		281,367
	69,821	FelCor Lodging Trust, Inc. REIT		644,448
	12,071	Fidelity & Guaranty Life		258,802
	4,311	Financial Engines, Inc.		190,762
	11,157	Financial Institutions, Inc.		258,285
	16,627	First Bancorp.		286,151
	194,758	First BanCorp.(b)		1,001,056
	65,727	First Busey Corp.		361,498
	13,062	First Cash Financial Services, Inc.(b)		637,034
	4,316	First Citizens BancShares, Inc., Class A		970,625
	97,443	First Commonwealth Financial Corp.		837,035
	20,193	First Community Bancshares, Inc.		299,058
	10,312	First Connecticut Bancorp, Inc.		163,445
	10,220	First Defiance Financial Corp.		276,144
	71,790	First Financial Bancorp		1,162,280
	13,639	First Financial Bankshares, Inc.(c)		805,383
	10,816	First Financial Corp.		346,220
	8,508	First Financial Holdings, Inc.		488,955
	54,209	First Industrial Realty Trust, Inc. REIT		995,819
	17,858	First Interstate BancSystem, Inc.		444,486
	22,727	First Merchants Corp.		482,267
	59,611	First Midwest Bancorp, Inc.		975,832
	4,785	First of Long Island Corp. (The)		173,552
	64,042	First Potomac Realty Trust REIT		834,467
	22,607	Flagstar Bancorp, Inc.(b)		397,883

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

32

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	29,329	Flushing Financial Corp.	$	563,703
	55,865	Forest City Enterprises, Inc., Class A(b)		1,056,407
	1,206	Forest City Enterprises, Inc., Class B(b)		22,793
	23,914	Forestar Group, Inc.(b)		407,734
	79,149	Franklin Street Properties Corp. REIT		964,035
	23,771	FXCM, Inc., Class A		367,975
	19,980	Gain Capital Holdings, Inc.		201,798
	2,578	GAMCO Investors, Inc., Class A		195,748
	46,851	Geo Group, Inc. (The) REIT		1,570,914
	9,456	German American Bancorp, Inc.		246,234
	25,530	Getty Realty Corp. REIT		483,028
	102,121	GFI Group, Inc.		379,890
	51,777	Glacier Bancorp, Inc.		1,328,598
	15,184	Gladstone Commercial Corp. REIT		267,846
	101,886	Glimcher Realty Trust REIT		1,038,218
	7,118	Global Indemnity PLC(b)		190,762
	47,281	Government Properties Income Trust REIT		1,203,301
	57,572	Gramercy Property Trust, Inc. REIT(c)		300,526
	11,348	Great Southern Bancorp, Inc.		325,347
	22,827	Green Dot Corp., Class A(b)		396,505
	18,697	Greenhill & Co., Inc.		937,655
	20,365	Greenlight Capital Re Ltd., Class A(b)		648,218
	29,310	Hallmark Financial Services, Inc.(b)		246,204
	15,968	Hanmi Financial Corp.		339,639
	3,442	HCI Group, Inc.		133,137
	109,114	Healthcare Trust of America, Inc., Class A REIT		1,275,543
	17,678	Heartland Financial USA, Inc.		429,575
	11,724	Heritage Financial Corp.		189,460
	160,482	Hersha Hospitality Trust REIT		932,400
	10,591	HFF, Inc., Class A		360,094
	13,991	Home BancShares, Inc.		443,655
	25,849	Home Loan Servicing Solutions Ltd.		572,555
	8,529	HomeStreet, Inc.		154,887
	13,377	HomeTrust Bancshares, Inc.(b)		204,267
	47,282	Horace Mann Educators Corp.		1,421,770
	7,608	Horizon Bancorp		152,084
	10,493	Howard Hughes Corp. (The)(b)		1,497,981
	15,549	Hudson Pacific Properties, Inc. REIT		366,179
	14,290	Hudson Valley Holding Corp.		262,364
	18,928	IBERIABANK Corp.		1,190,571
	10,652	ICG Group, Inc.(b)		217,088
	22,972	Impac Mortgage Holdings, Inc. REIT(b)		132,548
	17,093	Independent Bank Corp.		634,492
	13,054	Infinity Property & Casualty Corp.		837,675
	79,232	Inland Real Estate Corp. REIT		827,974
	65,978	International Bancshares Corp.		1,514,855
	20,242	Intervest Bancshares Corp.(b)		153,232
	18,489	INTL FCStone, Inc.(b)		349,812
	50,268	Investment Technology Group, Inc.(b)		1,037,532
	17,198	Investors Bancorp, Inc.		459,703
	119,727	Investors Real Estate Trust REIT		1,044,019
	74,690	iStar Financial, Inc. REIT(b)		1,109,893
	4,957	Kansas City Life Insurance Co.		206,112
	8,704	Kennedy-Wilson Holdings, Inc.		190,095
	83,256	Kite Realty Group Trust REIT		516,187
	29,696	Lakeland Bancorp, Inc.		310,026

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	11,421	Lakeland Financial Corp.	$	418,009
	16,209	LTC Properties, Inc. REIT		626,154
	80,055	Maiden Holdings Ltd.		944,649
	15,841	MainSource Financial Group, Inc.		261,852
	7,311	MarketAxess Holdings, Inc.		393,917
	35,002	MB Financial, Inc.		939,454
	112,980	MBIA, Inc.(b)		1,369,318
	134,067	Meadowbrook Insurance Group, Inc.		750,775
	92,163	Medical Properties Trust, Inc. REIT		1,244,201
	7,171	Mercantile Bank Corp.		139,906
	4,797	Merchants Bancshares, Inc.		139,449
	4,007	Meta Financial Group, Inc.		167,933
	9,855	Metro Bancorp, Inc.(b)		201,239
	68,624	MGIC Investment Corp.(b)		590,166
	6,412	MidWestOne Financial Group, Inc.		157,928
	30,129	Monmouth Real Estate Investment Corp., Class A REIT		282,911
	46,194	Montpelier Re Holdings Ltd. (Bermuda)		1,412,613
	4,591	National Bankshares, Inc.		149,575
	8,784	National Health Investors, Inc. REIT		541,885
	7,079	National Interstate Corp.		198,354
	106,682	National Penn Bancshares, Inc.		1,042,283
	3,036	National Western Life Insurance Co., Class A		708,147
	4,970	Nationstar Mortgage Holdings, Inc.(b)(c)		162,668
	13,983	Navigators Group, Inc. (The)(b)		796,612
	41,242	NBT Bancorp, Inc.		934,131
	19,244	Nelnet, Inc., Class A		813,251
	46,685	New York Mortgage Trust, Inc. REIT		344,068
	270,324	Newcastle Investment Corp. REIT		1,213,755
	16,205	NewStar Financial, Inc.(b)		185,061
	14,551	Nicholas Financial, Inc.		228,742
	24,258	NMI Holdings, Inc., Class A(b)(c)		275,328
	25,724	Northfield Bancorp, Inc.		333,640
	98,711	NorthStar Realty Finance Corp. REIT		1,581,350
	96,377	Northwest Bancshares, Inc.		1,280,850
	10,100	OceanFirst Financial Corp.		163,822
	36,410	OFG Bancorp(c)		621,155
	103,845	Old National Bancorp		1,466,291
	8,888	OmniAmerican Bancorp, Inc.		220,956
	11,826	One Liberty Properties, Inc. REIT		261,709
	30,953	OneBeacon Insurance Group Ltd., Class A		477,914
	11,664	Oppenheimer Holdings, Inc., Class A		296,965
	30,330	Oritani Financial Corp.		449,794
	13,372	Pacific Continental Corp.		176,243
	9,011	Pacific Premier Bancorp, Inc.(b)		123,000
	17,881	PacWest Bancorp		703,975
	12,124	Park National Corp.(c)		879,232
	29,303	Park Sterling Corp.		191,349
	28,108	Parkway Properties, Inc. REIT		530,117
	26,954	Pebblebrook Hotel Trust REIT		928,296
	3,801	Penns Woods Bancorp, Inc.		167,244
	61,630	Pennsylvania Real Estate Investment Trust REIT		1,019,977
	59,985	PennyMac Mortgage Investment Trust REIT		1,406,048
	10,749	Peoples Bancorp, Inc.		280,226

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

33

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	29,124	Phoenix Cos., Inc. (The)(b)	$	1,282,038
	13,132	PICO Holdings, Inc.(b)		305,319
	20,201	Pinnacle Financial Partners, Inc.		698,349
	19,686	Piper Jaffray Cos.(b)		863,428
	16,819	Portfolio Recovery Associates, Inc.(b)		961,206
	28,707	Post Properties, Inc. REIT		1,441,378
	31,708	Potlatch Corp. REIT		1,212,197
	37,867	PrivateBancorp, Inc.		1,043,993
	9,580	Provident Financial Holdings, Inc.		134,791
	62,863	Provident Financial Services, Inc.		1,092,559
	10,696	PS Business Parks, Inc. REIT		917,396
	50,008	Radian Group, Inc.		699,112
	97,556	RAIT Financial Trust REIT		798,008
	41,000	Ramco-Gershenson Properties Trust REIT		675,680
	81,900	Redwood Trust, Inc. REIT		1,785,420
	7,344	Regional Management Corp.(b)		112,657
	22,221	Renasant Corp.		604,856
	11,107	Republic Bancorp, Inc., Class A		266,679
	153,024	Resource Capital Corp. REIT		841,632
	27,802	Retail Opportunity Investments Corp. REIT		434,823
	17,582	Rouse Properties, Inc. REIT		295,202
	30,990	Ryman Hospitality Properties, Inc. REIT(c)		1,411,595
	27,594	S&T Bancorp, Inc.		641,836
	38,751	Sabra Health Care REIT, Inc. REIT		1,161,367
	10,646	Safeguard Scientifics, Inc.(b)		223,672
	17,931	Safety Insurance Group, Inc.		963,074
	21,623	Sandy Spring Bancorp, Inc.		520,033
	8,832	Saul Centers, Inc. REIT		405,300
	48,437	SEI Investments Co.		1,568,390
	18,724	Select Income REIT		576,325
	69,494	Selective Insurance Group, Inc.		1,594,192
	9,113	Sierra Bancorp		142,254
	25,585	Silver Bay Realty Trust Corp. REIT		383,263
	13,012	Simmons First National Corp., Class A		470,514
	17,076	Southside Bancshares, Inc.		470,956
	15,119	Southwest Bancorp, Inc.		252,487
	16,409	Sovran Self Storage, Inc. REIT		1,245,443
	90,704	Spirit Realty Capital, Inc. REIT		976,882
	15,006	Springleaf Holdings, Inc.(b)		344,838
	23,229	St. Joe Co. (The)(b)(c)		414,638
	13,773	STAG Industrial, Inc. REIT		324,079
	15,576	State Auto Financial Corp.		318,685
	23,359	State Bank Financial Corp.		387,292
	36,804	Sterling Bancorp		440,176
	21,783	Stewart Information Services Corp.		664,382
	9,672	Stock Yards Bancorp, Inc.		285,131
	63,720	Strategic Hotels & Resorts, Inc. REIT(b)		687,539
	11,200	Suffolk Bancorp(b)		245,616
	47,435	Summit Hotel Properties, Inc. REIT		429,761
	21,748	Sun Communities, Inc. REIT		991,056
	94,989	Sunstone Hotel Investors, Inc. REIT		1,359,293
	52,069	SWS Group, Inc.(b)		385,831
	40,192	Tanger Factory Outlet Centers, Inc. REIT		1,434,051
	8,823	Taylor Capital Group, Inc.(b)		187,842
	4,425	Tejon Ranch Co.(b)		137,219
	7,757	Terreno Realty Corp. REIT		141,720
	8,854	Territorial Bancorp, Inc.		181,153

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	17,047	Texas Capital Bancshares, Inc.(b)	$	957,871
	46,159	TFS Financial Corp.(b)		618,069
	12,032	Third Point Reinsurance Ltd. (Bermuda)(b)		188,180
	8,554	Tompkins Financial Corp.		403,236
	481,395	Tower Group International Ltd.(c)		1,184,232
	25,901	TowneBank		399,652
	14,364	TriCo Bancshares		348,327
	96,501	TrustCo Bank Corp. NY		637,872
	22,872	UMB Financial Corp.		1,342,815
	16,241	UMH Properties, Inc. REIT		159,974
	92,377	Umpqua Holdings Corp.		1,536,230
	19,540	Union Bankshares Corp.		500,029
	46,666	United Bankshares, Inc.		1,364,981
	18,811	United Community Banks, Inc.(b)		303,798
	23,679	United Financial Bancorp, Inc.		311,616
	21,686	United Fire Group, Inc.		603,305
	6,310	Universal Health Realty Income Trust REIT		267,733
	25,125	Universal Insurance Holdings, Inc.		367,579
	21,819	Univest Corp. of Pennsylvania		430,052
	2,582	Urstadt Biddle Properties, Inc. REIT		45,288
	18,901	Urstadt Biddle Properties, Inc., Class A REIT		385,769
	19,130	ViewPoint Financial Group, Inc.		498,719
	1,312	Virtus Investment Partners, Inc.(b)		242,707
	12,982	Walker & Dunlop, Inc.(b)		203,558
	28,726	Walter Investment Management Corp.(b)(c)		763,537
	11,947	Washington Banking Co.		205,488
	12,140	Washington Trust Bancorp, Inc.		415,188
	20,801	Waterstone Financial, Inc.		216,538
	30,258	WesBanco, Inc.		915,002
	21,739	Westamerica Bancorp.(c)		1,104,776
	29,801	Western Alliance Bancorp(b)		687,509
	15,978	Western Asset Mortgage Capital Corp. REIT		235,995
	22,891	Westfield Financial, Inc.		156,803
	4,156	Westwood Holdings Group, Inc.		241,755
	13,374	Whitestone REIT		187,637
	34,990	Wilshire Bancorp, Inc.		349,900
	33,672	Winthrop Realty Trust REIT		468,041
	24,804	Wintrust Financial Corp.		1,111,715
	7,684	World Acceptance Corp.(b)(c)		557,858
	4,827	WSFS Financial Corp.		326,402
	8,750	Yadkin Financial Corp.(b)(c)		167,563
				203,311,368
		Health Care—7.4%
	6,148	Abaxis, Inc.(b)		249,670
	5,233	Acadia Healthcare Co., Inc.(b)		219,891
	19,213	Accuray, Inc.(b)(c)		161,389
	8,529	Acorda Therapeutics, Inc.(b)		302,353
	44,755	Affymetrix, Inc.(b)		332,530
	13,422	Air Methods Corp.(b)		747,203
	6,839	Akorn, Inc.(b)		172,480
	11,916	Albany Molecular Research, Inc.(b)		191,371
	11,015	Align Technology, Inc.(b)		555,046
	14,135	Alkermes PLC(b)		653,885
	9,948	Alliance HealthCare Services, Inc.(b)		283,120

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

34

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	82,725	Allscripts Healthcare Solutions, Inc.(b)	$	1,259,074
	9,689	Almost Family, Inc.(b)		208,023
	82,998	Amedisys, Inc.(b)		1,131,263
	44,003	AMN Healthcare Services, Inc.(b)		549,157
	31,923	Amsurg Corp.(b)		1,382,585
	5,158	Analogic Corp.		387,263
	24,510	AngioDynamics, Inc.(b)		329,414
	11,794	ArthroCare Corp.(b)		572,363
	2,083	athenahealth, Inc.(b)		257,542
	865	Atrion Corp.		249,405
	6,576	Auxilium Pharmaceuticals, Inc.(b)		148,026
	10,158	BioMarin Pharmaceutical, Inc.(b)		591,500
	18,672	Bio-Reference Labs, Inc.(b)(c)		474,269
	79,618	BioScrip, Inc.(b)		550,957
	48,045	Brookdale Senior Living, Inc.(b)		1,529,753
	46,410	Bruker Corp.(b)		958,831
	13,984	Cambrex Corp.(b)		286,532
	7,373	Cantel Medical Corp.		244,489
	11,636	Capital Senior Living Corp.(b)		287,758
	5,140	Cepheid, Inc.(b)		223,487
	27,439	Charles River Laboratories International, Inc.(b)		1,474,023
	10,910	Chemed Corp.(c)		908,476
	5,034	Computer Programs & Systems, Inc.		317,796
	15,890	CONMED Corp.		736,184
	5,077	Corvel Corp.(b)		231,207
	39,821	Cross Country Healthcare, Inc.(b)		282,331
	18,323	Cubist Pharmaceuticals, Inc.(b)		1,283,709
	5,150	Cyberonics, Inc.(b)		304,674
	6,171	Cynosure, Inc., Class A(b)		151,436
	13,100	Emergent Biosolutions, Inc.(b)		345,316
	31,295	Emeritus Corp.(b)		933,530
	12,488	Ensign Group, Inc. (The)		530,740
	16,377	Envision Healthcare Holdings, Inc.(b)		553,379
	283,828	Enzon Pharmaceuticals, Inc.		252,635
	6,476	Exactech, Inc.(b)		143,897
	8,555	ExamWorks Group, Inc.(b)		314,824
	35,164	Exelixis, Inc.(b)(c)		124,481
	117,864	Five Star Quality Care, Inc.(b)		569,283
	104,080	Gentiva Health Services, Inc.(b)		783,722
	15,767	Globus Medical, Inc., Class A(b)		385,030
	18,971	Greatbatch, Inc.(b)		873,235
	30,486	Haemonetics Corp.(b)		925,555
	27,777	Hanger, Inc.(b)		963,029
	46,414	Healthways, Inc.(b)(c)		835,452
	40,700	Hill-Rom Holdings, Inc.		1,520,552
	32,853	HMS Holdings Corp.(b)		531,233
	25,476	ICON PLC (Ireland)(b)		987,705
	8,063	ICU Medical, Inc.(b)		449,754
	12,754	IDEXX Laboratories, Inc.(b)		1,612,616
	46,266	Impax Laboratories, Inc.(b)		1,209,856
	15,220	Infinity Pharmaceuticals, Inc.(b)		148,699
	15,212	Integra LifeSciences Holdings Corp.(b)		693,363
	49,266	Invacare Corp.		778,403
	7,997	IPC The Hospitalist Co., Inc.(b)		323,878
	2,802	Isis Pharmaceuticals, Inc.(b)		74,561
	5,374	Jazz Pharmaceuticals PLC(b)		724,953

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	8,043	Landauer, Inc.	$	347,779
	15,795	LHC Group, Inc.(b)		328,220
	14,398	Luminex Corp.(b)		276,586
	29,638	Masimo Corp.(b)		793,113
	36,050	MedAssets, Inc.(b)		823,022
	32,617	Medical Action Industries, Inc.(b)		209,075
	21,746	Medicines Co. (The)(b)		578,444
	2,847	Medidata Solutions, Inc.(b)		103,375
	26,595	Meridian Bioscience, Inc.		531,102
	31,550	Merit Medical Systems, Inc.(b)		406,049
	15,417	Momenta Pharmaceuticals, Inc.(b)		176,062
	5,700	MWI Veterinary Supply, Inc.(b)		892,848
	21,447	Myriad Genetics, Inc.(b)(c)		905,278
	9,192	National Healthcare Corp.		503,078
	12,546	Natus Medical, Inc.(b)		311,517
	7,294	Neogen Corp.(b)		304,707
	18,824	NuVasive, Inc.(b)		634,557
	14,785	NxStage Medical, Inc.(b)		169,140
	12,835	Omnicell, Inc.(b)		339,871
	28,522	Orthofix International NV(b)		861,364
	25,675	PAREXEL International Corp.(b)		1,164,361
	55,752	PharMerica Corp.(b)		1,515,897
	28,359	Prestige Brands Holdings, Inc.(b)		950,594
	21,691	Providence Service Corp. (The)(b)		880,872
	41,746	QLT, Inc. (Canada)(b)		241,709
	39,249	Quality Systems, Inc.		579,708
	5,032	Questcor Pharmaceuticals, Inc.		413,530
	7,829	Quidel Corp.(b)		167,932
	8,896	Quintiles Transnational Holdings, Inc.(b)		419,268
	126,368	RadNet, Inc.(b)		628,049
	2,513	Regeneron Pharmaceuticals, Inc.(b)		746,085
	54,420	Rigel Pharmaceuticals, Inc.(b)		174,144
	61,132	RTI Surgical, Inc.(b)		262,868
	7,283	Salix Pharmaceuticals Ltd.(b)		801,130
	32,304	SciClone Pharmaceuticals, Inc.(b)		154,413
	2,944	Seattle Genetics, Inc.(b)		113,285
	63,615	Select Medical Holdings Corp.		888,065
	23,381	Sirona Dental Systems, Inc.(b)		1,758,719
	42,440	Skilled Healthcare Group, Inc., Class A(b)		218,990
	25,575	Spectrum Pharmaceuticals, Inc.(b)(c)		175,700
	7,281	Surgical Care Affiliates, Inc.(b)		213,916
	7,094	SurModics, Inc.(b)		154,365
	48,878	Symmetry Medical, Inc.(b)		403,732
	14,578	Syneron Medical Ltd. (Israel)(b)		151,174
	3,780	Taro Pharmaceutical Industries Ltd. (India)(b)		424,607
	25,377	Team Health Holdings, Inc.(b)		1,230,277
	10,882	Techne Corp.		971,871
	22,794	Thoratec Corp.(b)		747,187
	11,326	Tornier NV(b)		192,202
	55,935	Triple-S Management Corp., Class B(b)		837,906
	13,910	United Therapeutics Corp.(b)		1,391,139
	80,686	Universal American Corp.		578,519
	7,451	US Physical Therapy, Inc.		229,863
	11,068	Vertex Pharmaceuticals, Inc.(b)		749,304
	22,927	VIVUS, Inc.(b)(c)		119,220
	22,984	Volcano Corp.(b)		403,599

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

35

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	29,040	West Pharmaceutical Services, Inc.	$	1,259,755
	18,335	Wright Medical Group, Inc.(b)		501,462
				71,080,750
		Industrials—16.8%
	25,538	A.O. Smith Corp.		1,194,157
	8,428	AAON, Inc.		238,934
	51,574	AAR Corp.		1,335,767
	38,120	Acacia Research Corp.(c)		611,445
	194,528	ACCO Brands Corp.(b)		1,192,457
	116,304	Accuride Corp.(b)		655,955
	16,783	Aceto Corp.		367,212
	38,777	Actuant Corp., Class A		1,312,989
	12,501	Acuity Brands, Inc.		1,557,250
	6,718	Advisory Board Co. (The)(b)		384,673
	115,513	Aegean Marine Petroleum Network, Inc. (Greece)		1,066,185
	50,214	Aegion Corp.(b)		1,279,955
	8,325	Aerovironment, Inc.(b)		281,135
	70,323	Air Transport Services Group, Inc.(b)		550,629
	87,972	Aircastle Ltd.		1,545,668
	6,392	Alamo Group, Inc.		339,543
	18,075	Albany International Corp., Class A		650,338
	2,294	Allegiant Travel Co.		269,430
	32,348	Allison Transmission Holdings, Inc.		965,264
	13,888	Altra Industrial Motion Corp.		474,414
	6,542	AMERCO		1,636,220
	24,983	Ameresco, Inc., Class A(b)		160,141
	3,556	American Railcar Industries, Inc.		246,929
	6,236	American Science & Engineering, Inc.		419,059
	6,025	American Woodmark Corp.(b)		180,810
	15,354	Apogee Enterprises, Inc.		487,797
	26,978	Applied Industrial Technologies, Inc.		1,292,786
	48,747	ARC Document Solutions, Inc.(b)		311,981
	25,831	ArcBest Corp.		1,018,258
	15,833	Astec Industries, Inc.		632,528
	2,604	Astronics Corp.(b)		148,740
	53,545	Atlas Air Worldwide Holdings, Inc.(b)		1,873,540
	13,472	AZZ, Inc.		584,954
	35,116	Baltic Trading Ltd.		210,345
	31,815	Barnes Group, Inc.		1,225,514
	2,495	Barrett Business Services, Inc.		125,773
	38,532	Beacon Roofing Supply, Inc.(b)		1,370,969
	45,877	Blount International, Inc.(b)		512,446
	85,265	Box Ships, Inc.(c)		134,719
	59,572	Brady Corp., Class A		1,536,362
	67,677	Briggs & Stratton Corp.		1,446,257
	18,699	Builders FirstSource, Inc.(b)		146,787
	10,011	CAI International, Inc.(b)		217,739
	53,597	Casella Waste Systems, Inc., Class A(b)		273,345
	66,164	CBIZ, Inc.(b)		567,025
	22,569	CDI Corp.		345,757
	18,396	Celadon Group, Inc.		423,292
	208,327	Cenveo, Inc.(b)(c)		643,730
	12,159	Chart Industries, Inc.(b)		829,487
	29,235	China Yuchai International Ltd.		588,793
	8,678	CIRCOR International, Inc.		704,740

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	22,881	CLARCOR, Inc.	$	1,321,607
	21,192	Columbus McKinnon Corp.(b)		561,376
	43,379	Comfort Systems USA, Inc.		650,685
	48,803	Commercial Vehicle Group, Inc.(b)		473,877
	34,958	Copart, Inc.(b)		1,267,927
	11,246	Corporate Executive Board Co. (The)		776,199
	16,747	Costamare, Inc. (Greece)(c)		359,056
	16,773	Courier Corp.		243,712
	11,797	CRA International, Inc.(b)		256,821
	13,985	Cubic Corp.		663,309
	32,846	Danaos Corp. (Greece)(b)		191,164
	62,291	Diana Containerships, Inc. (Greece)(c)		234,526
	94,882	Diana Shipping, Inc. (Greece)(b)(c)		1,068,371
	18,837	DigitalGlobe, Inc.(b)		560,966
	20,687	Douglas Dynamics, Inc.		348,990
	15,455	Ducommun, Inc.(b)		375,093
	4,092	DXP Enterprises, Inc.(b)		463,255
	38,727	Dycom Industries, Inc.(b)		1,216,028
	8,646	Dynamic Materials Corp.		174,649
	193,034	Eagle Bulk Shipping, Inc.(b)(c)		563,659
	12,135	Echo Global Logistics, Inc.(b)		237,361
	12,514	Encore Wire Corp.		609,807
	10,706	EnerNOC, Inc.(b)		252,662
	30,422	Engility Holdings, Inc.(b)		1,327,616
	44,795	Ennis, Inc.		670,133
	14,324	EnPro Industries, Inc.(b)		1,020,012
	21,691	ESCO Technologies, Inc.		724,913
	5,291	Exponent, Inc.		372,592
	39,055	Federal Signal Corp.(b)		592,855
	13,470	Forward Air Corp.		595,778
	16,797	Franklin Electric Co., Inc.		649,540
	11,324	FreightCar America, Inc.		297,368
	21,330	Furmanite Corp.(b)		223,538
	17,155	G&K Services, Inc., Class A		908,186
	26,498	GenCorp, Inc.(b)(c)		465,305
	33,052	Gibraltar Industries, Inc.(b)		564,528
	32,248	Global Brass & Copper Holdings, Inc.		511,453
	20,818	Global Power Equipment Group, Inc.		364,939
	9,370	Gorman-Rupp Co. (The)		290,938
	9,578	GP Strategies Corp.(b)		251,710
	20,091	Graco, Inc.		1,456,597
	36,401	Granite Construction, Inc.		1,360,669
	67,738	Great Lakes Dredge & Dock Corp.(b)		584,579
	20,010	Greenbrier Cos., Inc. (The)(b)		1,049,324
	59,930	Griffon Corp.		637,655
	30,745	H&E Equipment Services, Inc.(b)		1,185,220
	13,621	Hardinge, Inc.		181,977
	27,078	Hawaiian Holdings, Inc.(b)		391,277
	50,269	HD Supply Holdings, Inc.(b)		1,295,935
	35,334	Healthcare Services Group, Inc.		1,028,219
	33,087	Heartland Express, Inc.		719,973
	5,396	HEICO Corp.		298,507
	9,978	HEICO Corp., Class A		406,603
	23,682	Heidrick & Struggles International, Inc.		446,406
	39,049	Herman Miller, Inc.		1,203,881
	44,593	HNI Corp.		1,571,011
	17,724	Houston Wire & Cable Co.		220,841

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

36

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	38,522	Hub Group, Inc., Class A(b)	$	1,720,007
	6,590	Hurco Cos., Inc.		175,689
	12,479	Huron Consulting Group, Inc.(b)		888,505
	6,354	Hyster-Yale Materials Handling, Inc.		612,462
	15,387	ICF International, Inc.(b)		599,631
	46,556	InnerWorkings, Inc.(b)		335,203
	29,183	Insperity, Inc.		935,607
	13,982	Insteel Industries, Inc.		287,750
	38,894	Interface, Inc.		699,703
	9,265	International Shipholding Corp.		249,599
	25,667	Intersections, Inc.		144,249
	17,459	Jinpan International Ltd. (China)		128,673
	20,830	John Bean Technologies Corp.		603,862
	10,510	Kadant, Inc.		365,222
	25,596	Kaman Corp.		1,074,264
	70,116	Kelly Services, Inc., Class A		1,476,643
	12,507	KEYW Holding Corp. (The)(b)		160,715
	21,135	Kforce, Inc.		488,641
	32,692	Kimball International, Inc., Class B		547,918
	39,138	Knight Transportation, Inc.		928,745
	45,842	Knoll, Inc.		833,866
	33,571	Korn/Ferry International(b)		975,238
	64,209	Kratos Defense & Security Solutions, Inc.(b)		463,589
	26,537	Landstar System, Inc.		1,671,566
	51,421	Layne Christensen Co.(b)		895,754
	8,013	LB Foster Co., Class A		379,416
	41,818	Lihua International, Inc. (China)(b)(c)		88,654
	5,014	Lindsay Corp.(c)		441,884
	16,162	LMI Aerospace, Inc.(b)(c)		220,450
	9,163	LS Starrett Co. (The), Class A		143,126
	31,109	LSI Industries, Inc.		236,739
	15,256	Lydall, Inc.(b)		357,143
	27,068	Macquarie Infrastructure Co. LLC (Australia)		1,556,951
	20,089	Marten Transport Ltd.		471,288
	12,346	Masonite International Corp.(b)		680,265
	45,121	MasTec, Inc.(b)		1,785,889
	262,065	Matson, Inc.		6,208,320
	18,563	McGrath RentCorp		586,220
	124,033	Metalico, Inc.(b)		191,011
	69,599	MFC Industrial Ltd. (Canada)(c)		519,209
	3,819	Middleby Corp. (The)(b)		964,221
	11,840	Miller Industries, Inc.		229,341
	12,143	Mistras Group, Inc.(b)		275,767
	26,407	Mobile Mini, Inc.		1,166,661
	22,261	MSA Safety, Inc.		1,174,268
	36,988	Mueller Industries, Inc.		1,070,433
	92,701	Mueller Water Products, Inc., Class A		845,433
	11,444	Multi-Color Corp.		398,823
	26,431	MYR Group, Inc.(b)		620,071
	9,424	National Presto Industries, Inc.(c)		680,978
	56,123	Navigant Consulting, Inc.(b)		942,866
	117,465	Navios Maritime Holdings, Inc.(c)		924,450
	13,457	NCI Building Systems, Inc.(b)		210,467
	10,232	NN, Inc.		200,240
	20,250	Nordson Corp.		1,505,587

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	12,062	Nortek, Inc.(b)	$	991,014
	12,774	Northwest Pipe Co.(b)		456,926
	19,567	On Assignment, Inc.(b)		684,845
	45,985	Orbital Sciences Corp.(b)		1,351,959
	34,352	Orion Marine Group, Inc.(b)		402,949
	41,080	Paragon Shipping, Inc., Class A (Greece)(b)(c)		230,459
	8,129	Park-Ohio Holdings Corp.(b)		474,652
	46,659	Pike Corp.(b)		447,926
	14,366	Ply Gem Holdings, Inc.(b)		183,166
	25,900	PMFG, Inc.(b)		146,853
	33,575	Polypore International, Inc.(b)(c)		1,164,381
	7,404	Powell Industries, Inc.		468,821
	2,467	Preformed Line Products Co.		147,428
	12,912	Primoris Services Corp.		361,278
	66,317	Quad Graphics, Inc.		1,435,763
	32,301	Quality Distribution, Inc.(b)		406,024
	32,457	Quanex Building Products Corp.		611,490
	16,189	Raven Industries, Inc.		500,240
	9,935	RBC Bearings, Inc.(b)		618,553
	34,477	Resources Connection, Inc.		469,232
	25,147	Rexnord Corp.(b)		672,431
	21,177	Roadrunner Transportation Systems, Inc.(b)		521,589
	23,573	Rollins, Inc.		709,076
	9,817	RPX Corp.(b)		160,802
	7,481	Rush Enterprises, Inc., Class B(b)		211,563
	37,733	Rush Enterprises, Inc., Class A(b)		1,211,229
	46,332	Safe Bulkers, Inc. (Greece)(c)		376,216
	22,133	Saia, Inc.(b)		911,216
	61,914	Seaspan Corp., Class A (Hong Kong)(c)		1,334,866
	21,154	Simpson Manufacturing Co., Inc.		693,640
	20,168	SP Plus Corp.(b)		492,503
	4,905	Sparton Corp.(b)		133,220
	4,921	Spirit Airlines, Inc.(b)		279,710
	8,758	Standex International Corp.		519,962
	41,698	Star Bulk Carriers Corp. (Greece)(b)(c)		495,372
	22,117	Sterling Construction Co., Inc.(b)		169,859
	6,075	Sun Hydraulics Corp.		248,346
	55,989	Swift Transportation Co.(b)		1,346,535
	33,872	TAL International Group, Inc.		1,428,721
	12,911	Team, Inc.(b)		553,753
	30,625	Tecumseh Products Co., Class A(b)		184,056
	8,865	Tecumseh Products Co., Class B(b)		51,772
	9,326	Tennant Co.		594,906
	60,042	Tetra Tech, Inc.(b)		1,721,404
	16,854	Textainer Group Holdings Ltd.(c)		662,362
	11,715	Thermon Group Holdings, Inc.(b)		279,051
	46,690	Titan International, Inc.		817,542
	48,273	Titan Machinery, Inc.(b)		851,536
	21,667	Toro Co. (The)		1,376,721
	3,727	Trex Co., Inc.(b)		292,644
	28,472	Trimas Corp.(b)		1,021,006
	34,360	TrueBlue, Inc.(b)		919,130
	9,312	Twin Disc, Inc.		269,396
	8,525	UniFirst Corp.		820,446
	20,453	Universal Forest Products, Inc.		1,032,672
	9,331	US Ecology, Inc.		416,629

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

37

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	17,163	USA Truck, Inc.(b)	$	285,936
	28,298	USG Corp.(b)		844,978
	26,172	Verisk Analytics, Inc., Class A(b)		1,572,675
	27,037	Viad Corp.		623,203
	5,790	VSE Corp.		361,701
	34,218	Wabash National Corp.(b)		457,152
	18,305	Wabtec Corp.		1,364,638
	2,888	WageWorks, Inc.(b)		122,365
	15,969	Watts Water Technologies, Inc., Class A		849,551
	31,089	Wesco Aircraft Holdings, Inc.(b)		629,863
	27,733	West Corp.		675,299
	38,013	Woodward, Inc.		1,704,123
	14,287	Xerium Technologies, Inc.(b)		192,874
				160,670,872
		Information Technology—16.2%
	5,757	3D Systems Corp.(b)(c)		272,536
	13,247	ACI Worldwide, Inc.(b)		757,066
	31,266	Actuate Corp.(b)		176,028
	28,233	Acxiom Corp.(b)		797,300
	34,321	ADTRAN, Inc.		769,820
	16,604	Advanced Energy Industries, Inc.(b)		363,296
	13,926	Advent Software, Inc.		401,347
	21,095	Aeroflex Holding Corp.(b)		161,377
	14,233	Agilysys, Inc.(b)		178,482
	23,627	Alpha & Omega Semiconductor Ltd.(b)		170,114
	17,624	American Software, Inc., Class A		169,895
	43,097	ARRIS Group, Inc.(b)		1,124,401
	17,531	Aruba Networks, Inc.(b)		346,588
	3,762	Aspen Technology, Inc.(b)		161,728
	209,826	Atmel Corp.(b)		1,630,348
	8,778	AVG Technologies NV(b)		164,412
	136,088	Aviat Networks, Inc.(b)		205,493
	57,801	AVX Corp. (Japan)		771,643
	97,227	Axcelis Technologies, Inc.(b)		174,036
	6,474	Badger Meter, Inc.		320,787
	17,471	Bankrate, Inc. (United Kingdom)(b)		306,092
	2,752	Bel Fuse, Inc., Class A		56,031
	11,446	Bel Fuse, Inc., Class B		249,065
	20,202	Belden, Inc.		1,491,110
	25,193	Black Box Corp.		535,603
	16,873	Blackbaud, Inc.		513,783
	22,116	Blucora, Inc.(b)		425,733
	8,351	Bottomline Technologies, Inc.(b)		264,226
	5,131	BroadSoft, Inc.(b)		130,225
	54,021	Brooks Automation, Inc.		552,635
	29,950	Cabot Microelectronics Corp.(b)		1,298,931
	88,820	Cadence Design Systems, Inc.(b)		1,382,039
	30,496	Calix, Inc.(b)		268,670
	12,787	Canadian Solar, Inc. (Canada)(b)(c)		346,783
	14,119	Cardtronics, Inc.(b)		472,704
	3,717	Cass Information Systems, Inc.		187,746
	6,270	Cavium, Inc.(b)		265,660
	68,758	CDW Corp.		1,938,288
	9,651	CEVA, Inc.(b)		156,636
	54,338	Checkpoint Systems, Inc.(b)		693,896
	18,548	ChipMOS TECHNOLOGIES Bermuda Ltd. (Taiwan)		390,250

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	108,438	CIBER, Inc.(b)	$	468,452
	21,645	Ciena Corp.(b)		427,922
	41,290	Cirrus Logic, Inc.(b)		920,767
	18,978	Cognex Corp.(b)		653,413
	13,807	Coherent, Inc.(b)		824,416
	30,110	Cohu, Inc.		310,133
	29,842	CommScope Holding Co., Inc.(b)		796,185
	6,810	CommVault Systems, Inc.(b)		329,604
	11,727	Computer Task Group, Inc.		185,404
	133,926	Compuware Corp.		1,387,473
	7,239	comScore, Inc.(b)		226,798
	23,740	Comtech Telecommunications Corp.		753,745
	9,650	Comverse, Inc.(b)		240,671
	4,412	Concur Technologies, Inc.(b)		355,034
	8,797	Constant Contact, Inc.(b)		227,490
	36,021	Conversant, Inc.(b)		880,353
	3,259	CoStar Group, Inc.(b)		524,341
	10,996	Cray, Inc.(b)		315,695
	28,802	CSG Systems International, Inc.		759,221
	21,867	CTS Corp.		389,014
	70,596	Cypress Semiconductor Corp.		668,544
	38,847	Daktronics, Inc.		505,788
	13,778	Datalink Corp.(b)		176,910
	11,531	Dealertrack Technologies, Inc.(b)		526,851
	27,945	Demand Media, Inc.(b)		116,251
	35,471	Dice Holdings, Inc.(b)		271,353
	30,874	Digi International, Inc.(b)		273,544
	29,569	Digital River, Inc.(b)		452,110
	27,752	Diodes, Inc.(b)		731,820
	28,973	Dolby Laboratories, Inc., Class A(b)(c)		1,154,574
	28,764	DSP Group, Inc.(b)		228,961
	10,415	DTS, Inc.(b)		193,823
	324,125	EarthLink Holdings Corp.		1,105,266
	24,724	Eastman Kodak Co.(b)(c)		738,506
	18,623	Ebix, Inc.(c)		293,871
	18,093	Electro Rent Corp.		292,202
	39,335	Electro Scientific Industries, Inc.		333,561
	17,106	Electronics for Imaging, Inc.(b)		646,436
	94,510	Emulex Corp.(b)		675,746
	66,598	Entegris, Inc.(b)		738,572
	75,194	Entropic Communications, Inc.(b)		277,466
	4,128	EPAM Systems, Inc.(b)		128,505
	25,645	EPIQ Systems, Inc.		328,000
	5,690	ePlus, Inc.(b)		284,728
	32,092	Euronet Worldwide, Inc.(b)		1,475,911
	16,244	EVERTEC, Inc.		382,384
	15,287	Exar Corp.(b)		165,405
	13,015	ExlService Holdings, Inc.(b)		368,259
	41,334	Extreme Networks, Inc.(b)		236,430
	20,451	Fabrinet (Cayman Islands)(b)		441,742
	13,633	FactSet Research Systems, Inc.(c)		1,451,914
	13,541	Fair Isaac Corp.		774,545
	6,041	FARO Technologies, Inc.(b)		241,036
	8,592	FEI Co.		683,236
	41,319	Finisar Corp.(b)		1,080,492
	9,575	FleetCor Technologies, Inc.(b)		1,092,795
	38,345	FormFactor, Inc.(b)		220,484

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

38

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	8,746	Forrester Research, Inc.	$	309,871
	22,782	Fortinet, Inc.(b)		500,748
	34,840	Freescale Semiconductor Ltd.(b)		765,435
	26,959	Fusion-io, Inc.(b)		232,656
	17,447	Gartner, Inc.(b)		1,202,796
	36,851	Global Cash Access Holdings, Inc.(b)		243,217
	24,616	GSI Group, Inc.(b)		298,838
	57,535	GT Advanced Technologies, Inc.(b)(c)		955,656
	2,990	Guidewire Software, Inc.(b)		112,902
	30,873	Hackett Group, Inc. (The)		185,238
	98,912	Harmonic, Inc.(b)		695,351
	25,404	Heartland Payment Systems, Inc.		1,040,040
	12,695	Hittite Microwave Corp.		753,575
	12,537	Hollysys Automation Technologies Ltd. (China)(b)		268,417
	75,654	Hutchinson Technology, Inc.(b)		210,318
	22,848	IAC/InterActiveCorp.		1,514,365
	6,627	iGATE Corp.(b)		242,548
	47,483	II-VI, Inc.(b)		683,755
	40,406	Imation Corp.(b)		174,554
	44,571	Infinera Corp.(b)		399,356
	29,805	Informatica Corp.(b)		1,056,587
	63,451	Integrated Device Technology, Inc.(b)		740,473
	26,183	Integrated Silicon Solution, Inc.(b)		378,606
	1,915	Interactive Intelligence Group, Inc.(b)		119,822
	31,473	InterDigital, Inc.		1,092,743
	40,731	Internap Network Services Corp.(b)		273,712
	53,428	International Rectifier Corp.(b)		1,391,265
	117,727	Intersil Corp., Class A		1,452,751
	13,030	InterXion Holding NV (Netherlands)(b)		336,826
	21,150	IntraLinks Holdings, Inc.(b)		193,523
	7,745	InvenSense, Inc.(b)(c)		166,750
	7,088	IPG Photonics Corp.(b)(c)		458,097
	31,494	Ixia(b)		391,155
	16,498	IXYS Corp.		178,013
	15,371	j2 Global, Inc.		712,600
	22,360	Jack Henry & Associates, Inc.		1,233,378
	115,641	JDS Uniphase Corp.(b)		1,465,171
	80,096	Kemet Corp.(b)		401,281
	15,243	Key Tronic Corp.(b)		159,747
	77,218	Kulicke & Soffa Industries, Inc. (Singapore)(b)		1,135,877
	52,670	Lattice Semiconductor Corp.(b)		443,481
	3,783	LinkedIn Corp., Class A(b)		580,577
	39,146	Lionbridge Technologies, Inc.(b)		230,178
	12,351	Liquidity Services, Inc.(b)(c)		213,055
	7,818	Littelfuse, Inc.		707,920
	11,934	LivePerson, Inc.(b)		118,147
	3,988	LogMeIn, Inc.(b)		181,255
	26,830	LTX-Credence Corp.(b)		258,373
	47,022	Magnachip Semiconductor Corp. (South Korea)(b)		658,308
	10,826	Manhattan Associates, Inc.(b)		341,344
	44,093	ManTech International Corp., Class A		1,315,294
	15,447	MAXIMUS, Inc.		657,579
	6,200	Measurement Specialties, Inc.(b)		398,970
	15,096	Mellanox Technologies Ltd. (Israel)(b)(c)		527,907

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	64,147	Mentor Graphics Corp.	$	1,327,843
	2,956	MercadoLibre, Inc. (Argentina)(c)		275,706
	33,319	Mercury Systems, Inc.(b)		465,133
	14,478	Methode Electronics, Inc.		401,620
	31,049	Micrel, Inc.		309,248
	30,743	MICROS Systems, Inc.(b)		1,583,265
	52,572	Microsemi Corp.(b)		1,236,493
	3,034	MicroStrategy, Inc., Class A(b)		368,419
	33,073	MKS Instruments, Inc.		931,005
	98,847	ModusLink Global Solutions, Inc.(b)(c)		399,342
	14,851	MoneyGram International, Inc.(b)		196,033
	8,497	Monolithic Power Systems, Inc.(b)		315,239
	138,381	Monster Worldwide, Inc.(b)		953,445
	14,210	Move, Inc.(b)		151,905
	6,796	MTS Systems Corp.		438,138
	13,700	Multi-Fineline Electronix, Inc. (Singapore)(b)		169,606
	84,421	Nam Tai Property, Inc. (China)(c)		583,349
	10,131	Nanometrics, Inc.(b)		164,730
	43,239	National Instruments Corp.		1,180,857
	50,683	Net 1 UEPS Technologies, Inc. (South Africa)(b)		453,613
	33,913	NETGEAR, Inc.(b)		1,095,390
	14,670	Netscout Systems, Inc.(b)		571,543
	39,116	NeuStar, Inc., Class A(b)		1,006,064
	26,788	Newport Corp.(b)		500,400
	20,182	NIC, Inc.		370,138
	79,511	Novatel Wireless, Inc.(b)		143,915
	79,208	Oclaro, Inc.(b)		269,307
	64,236	OmniVision Technologies, Inc.(b)		1,254,529
	2,901	OpenTable, Inc.(b)		194,831
	16,822	Oplink Communications, Inc.(b)		288,329
	40,576	Orbotech Ltd. (Israel)(b)		598,090
	10,499	OSI Systems, Inc.(b)		585,949
	20,384	Park Electrochemical Corp.		543,437
	13,459	PC Connection, Inc.		269,315
	6,946	Pegasystems, Inc.		115,095
	15,557	Perficient, Inc.(b)		284,226
	26,568	Pericom Semiconductor Corp.(b)		214,404
	90,302	Photronics, Inc.(b)		783,821
	19,952	Plantronics, Inc.		869,309
	37,811	Plexus Corp.(b)		1,585,037
	129,011	PMC - Sierra, Inc.(b)		882,435
	6,261	Power Integrations, Inc.		295,707
	27,181	PRGX Global, Inc.(b)		174,774
	36,960	Progress Software Corp.(b)		793,162
	37,038	PTC, Inc.(b)		1,310,034
	8,888	QLIK Technologies, Inc.(b)		195,358
	100,837	QLogic Corp.(b)		1,167,692
	379,731	Quantum Corp.(b)		410,109
	45,986	QuinStreet, Inc.(b)		280,515
	36,097	Rackspace Hosting, Inc.(b)		1,047,535
	68,417	RadiSys Corp.(b)		218,934
	15,145	RADWARE Ltd. (Israel)(b)		250,347
	28,002	Rambus, Inc.(b)		338,544
	15,955	RealD, Inc.(b)(c)		174,867
	32,680	RealNetworks, Inc.(b)		246,407
	9,522	RealPage, Inc.(b)		169,016

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

39

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	149,724	RF Micro Devices, Inc.(b)	$	1,263,671
	46,157	Riverbed Technology, Inc.(b)		897,754
	30,846	Rofin-Sinar Technologies, Inc.(b)		684,781
	9,314	Rogers Corp.(b)		559,026
	13,789	Rosetta Stone, Inc.(b)		164,227
	13,791	Rubicon Technology, Inc.(b)		139,703
	22,868	Rudolph Technologies, Inc.(b)		208,327
	44,351	Sapient Corp.(b)		721,591
	44,654	ScanSource, Inc.(b)		1,715,160
	20,890	SeaChange International, Inc.(b)		195,739
	30,172	Semtech Corp.(b)		723,525
	19,186	ShoreTel, Inc.(b)		144,854
	40,689	Sigma Designs, Inc.(b)		153,398
	20,858	Silicon Graphics International Corp.(b)		251,965
	30,483	Silicon Image, Inc.(b)		171,010
	15,817	Silicon Laboratories, Inc.(b)		710,974
	14,416	SINA Corp. (China)(b)		689,085
	17,745	Sohu.com, Inc. (China)(b)		978,992
	10,023	SolarWinds, Inc.(b)		404,127
	17,247	Solera Holdings, Inc.		1,117,261
	69,554	Sonus Networks, Inc.(b)		227,442
	73,322	Spansion, Inc., Class A(b)		1,307,331
	51,073	Speed Commerce, Inc.(b)		168,541
	25,386	SS&C Technologies Holdings, Inc.(b)		988,023
	138,333	STR Holdings, Inc.(b)		218,566
	7,700	Stratasys Ltd.(b)(c)		745,899
	18,023	SunPower Corp. (France)(b)(c)		602,329
	23,623	Super Micro Computer, Inc.(b)		480,964
	48,985	Sykes Enterprises, Inc.(b)		969,413
	9,822	Synaptics, Inc.(b)		610,437
	9,476	Synchronoss Technologies, Inc.(b)		288,449
	5,259	Syntel, Inc.(b)		422,403
	65,101	Take-Two Interactive Software, Inc.(b)		1,326,758
	98,722	TeleCommunication Systems, Inc., Class A(b)		251,741
	21,166	TeleTech Holdings, Inc.(b)		510,736
	6,392	Tessco Technologies, Inc.		210,233
	34,020	Tessera Technologies, Inc.		746,059
	64,379	TIBCO Software, Inc.(b)		1,263,760
	21,024	TiVo, Inc.(b)		249,345
	91,819	TriQuint Semiconductor, Inc.(b)		1,301,993
	103,523	TTM Technologies, Inc.(b)		816,796
	3,633	Tyler Technologies, Inc.(b)		296,634
	1,374	Ultimate Software Group, Inc. (The)(b)		164,372
	14,869	Ultra Clean Holdings, Inc.(b)		126,684
	14,995	Ultratech, Inc.(b)		399,167
	113,788	United Online, Inc.		1,348,388
	6,335	Universal Display Corp.(b)(c)		165,027
	40,441	Vantiv, Inc., Class A(b)		1,243,561
	28,922	Veeco Instruments, Inc.(b)		1,069,246
	15,495	Verint Systems, Inc.(b)		678,216
	24,645	Verisign, Inc.(b)		1,162,751
	18,658	ViaSat, Inc.(b)		1,198,030
	8,055	Virtusa Corp.(b)		265,573
	16,454	Vishay Precision Group, Inc.(b)		267,048
	13,074	Vistaprint NV(b)(c)		516,031
	12,429	VMware, Inc., Class A(b)		1,149,807

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	13,753	WebMD Health Corp.(b)(c)	$	606,370
	13,647	WEX, Inc.(b)		1,309,703
	1,805	Workday, Inc., Class A(b)		131,891
	12,291	XO Group, Inc.(b)		130,530
	32,922	Yandex NV, Class A (Russia)(b)		872,433
	21,519	Zebra Technologies Corp., Class A(b)		1,494,279
	13,151	Zygo Corp.(b)		253,025
	221,794	Zynga, Inc., Class A(b)		898,266
				155,290,330
		Materials—6.1%
	37,536	A. Schulman, Inc.		1,348,293
	25,412	A.M. Castle & Co.(b)		312,059
	9,879	AEP Industries, Inc.(b)		351,890
	82,895	Allied Nevada Gold Corp.(b)(c)		281,014
	16,814	AMCOL International Corp.		770,922
	8,764	American Vanguard Corp.		156,087
	14,826	Ampco-Pittsburgh Corp.		296,965
	42,258	Axiall Corp.		1,969,223
	7,647	Balchem Corp.		473,732
	41,193	Boise Cascade Co.(b)		1,030,649
	2,994	Caesarstone Sdot-Yam Ltd. (Israel)		156,227
	31,415	Calgon Carbon Corp.(b)		629,242
	27,645	Carpenter Technology Corp.		1,736,106
	85,070	Century Aluminum Co.(b)		1,169,713
	66,723	China Green Agriculture, Inc. (China)(b)(c)		184,155
	21,539	Clearwater Paper Corp.(b)		1,322,279
	36,427	Constellium NV, Class A (Netherlands)(b)		1,111,752
	3,246	Deltic Timber Corp.		197,195
	10,710	Eagle Materials, Inc.		892,464
	83,047	Ferro Corp.(b)		1,077,950
	9,514	Flotek Industries, Inc.(b)		266,487
	15,469	FutureFuel Corp.		310,463
	28,742	Globe Specialty Metals, Inc.		557,020
	27,742	Gold Resource Corp.(c)		127,891
	160,231	Golden Minerals Co.(b)(c)		112,162
	83,554	Gulf Resources, Inc. (China)(b)(c)		153,739
	28,163	H.B. Fuller Co.		1,304,792
	9,514	Handy & Harman Ltd.(b)		215,112
	9,932	Hawkins, Inc.		359,538
	9,933	Haynes International, Inc.		526,946
	38,745	Headwaters, Inc.(b)		483,538
	271,995	Hecla Mining Co.(c)		835,025
	27,321	Horsehead Holding Corp.(b)		425,934
	21,136	Innophos Holdings, Inc.		1,192,916
	12,663	Innospec, Inc.		545,269
	58,003	Intrepid Potash, Inc.(b)(c)		945,449
	19,466	Kaiser Aluminum Corp.		1,370,406
	27,834	KapStone Paper and Packaging Corp.(b)		734,261
	23,585	Koppers Holdings, Inc.		1,007,080
	45,375	Kraton Performance Polymers, Inc.(b)		1,182,019
	30,576	Kronos Worldwide, Inc.		478,514
	28,885	Landec Corp.(b)		342,576
	51,382	Louisiana-Pacific Corp.(b)		842,151
	16,249	LSB Industries, Inc.(b)		620,549
	26,026	Materion Corp.		875,775
	147,945	McEwen Mining, Inc.(b)(c)		355,068

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

40

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Materials (continued)
	22,633	Mercer International, Inc.(b)	$	187,401
	20,702	Minerals Technologies, Inc.		1,231,562
	120,307	Molycorp, Inc.(b)(c)		571,458
	23,183	Myers Industries, Inc.		433,522
	12,182	Neenah Paper, Inc.		613,607
	139,651	Noranda Aluminum Holding Corp.		495,761
	20,768	Olympic Steel, Inc.		547,444
	53,167	OM Group, Inc.		1,557,261
	57,764	Omnova Solutions, Inc.(b)		526,808
	41,903	P.H. Glatfelter Co.		1,069,365
	12,104	Penford Corp.(b)		152,510
	42,811	PolyOne Corp.		1,604,128
	8,141	Quaker Chemical Corp.		605,935
	18,138	Royal Gold, Inc.		1,200,736
	29,367	RTI International Metals, Inc.(b)		826,975
	19,430	Schweitzer-Mauduit International, Inc.		847,925
	26,801	Scotts Miracle-Gro Co. (The), Class A		1,640,489
	15,508	Stepan Co.		896,828
	100,222	Stillwater Mining Co.(b)		1,581,503
	65,667	SunCoke Energy, Inc.(b)		1,370,470
	12,862	Taminco Corp.(b)		258,398
	8,883	Texas Industries, Inc.(b)(c)		770,156
	20,372	Tredegar Corp.		423,941
	55,806	Tronox Ltd., Class A		1,367,247
	7,741	Universal Stainless & Alloy Products, Inc.(b)		277,825
	7,384	US Concrete, Inc.(b)		181,794
	18,756	US Silica Holdings, Inc.		847,209
	140,968	Verso Paper Corp.(b)(c)		383,433
	42,492	Wausau Paper Corp.		508,204
	16,826	Westlake Chemical Corp.		1,198,011
	39,868	Worthington Industries, Inc.		1,467,142
	65,153	Yongye International, Inc. (China)(b)(c)		455,419
	23,404	Zep, Inc.		404,655
				58,143,719
		Telecommunication Services—1.3%
	224,764	Alaska Communications Systems Group, Inc.(b)		424,804
	8,088	Atlantic Tele-Network, Inc.		478,567
	64,153	Cbeyond, Inc.(b)		634,473
	8,370	Cogent Communications Group, Inc.		288,514
	58,361	Consolidated Communications Holdings, Inc.		1,162,551
	58,618	FairPoint Communications, Inc.(b)		799,550
	62,726	General Communication, Inc., Class A(b)		654,859
	9,002	Hawaiian Telcom Holdco, Inc.(b)		239,633
	17,003	HickoryTech Corp.		201,826
	23,708	IDT Corp., Class B		375,535
	36,832	Inteliquent, Inc.		502,389
	42,138	Intelsat SA (United Kingdom)(b)(c)		766,069
	83,811	Iridium Communications, Inc.(b)(c)		559,019
	16,590	Lumos Networks Corp.		219,154
	52,308	NTELOS Holdings Corp.(c)		721,327
	48,579	Premiere Global Services, Inc.(b)		617,925
	15,978	SBA Communications Corp., Class A(b)		1,434,185
	16,545	Shenandoah Telecommunications Co.		463,756
	29,035	United States Cellular Corp.		1,206,114

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Telecommunication (continued)
	45,414	USA Mobility, Inc.	$	777,942
	114,768	Vonage Holdings Corp.(b)		440,709
				12,968,901
		Utilities—1.6%
	28,978	American States Water Co.		879,772
	6,699	Artesian Resources Corp., Class A		147,512
	40,467	California Water Service Group		910,508
	8,694	Chesapeake Utilities Corp.		549,982
	7,874	Connecticut Water Service, Inc.		255,905
	13,140	Consolidated Water Co. Ltd. (Cayman Islands)		152,687
	39,183	El Paso Electric Co.		1,481,901
	59,963	Empire District Electric Co. (The)		1,458,300
	14,785	Genie Energy Ltd., Class B(b)		119,759
	33,545	Laclede Group, Inc. (The)		1,590,368
	30,036	MGE Energy, Inc.		1,147,976
	15,870	Middlesex Water Co.		322,637
	39,558	Northwest Natural Gas Co.		1,751,233
	6,344	NRG Yield, Inc., Class A(c)		271,777
	13,025	Ormat Technologies, Inc. (Israel)		347,507
	38,192	Otter Tail Corp.		1,119,026
	6,192	Pattern Energy Group, Inc.		165,946
	13,358	SJW Corp.		363,738
	27,225	South Jersey Industries, Inc.		1,564,076
	17,005	Unitil Corp.		564,566
	8,741	York Water Co. (The)		174,907
				15,340,083
		Total Common Stocks and Other Equity Interests (Cost $840,287,904)		958,375,897
		Warrant—0.0%
		Energy—0.0%
	4,742	Magnum Hunter Corp., expiring 05/15/16(b) (Cost $0)		0
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $840,287,904)—100.0%		958,375,897
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—6.2%
	59,546,191	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $59,546,191)		59,546,191
		Total Investments (Cost $899,834,095)—106.2%		1,017,922,088
		Other assets less liabilities—(6.2)%		(59,191,093	)
		Net Assets—100.0%	$	958,730,995

Investment Abbreviations:

REIT—Real Estate Investment Trust

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

41

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ) (continued)

April 30, 2014

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman	$	57,862,237	$	(57,862,237	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

42

Statements of Assets and Liabilities

April 30, 2014

	PowerShares DWA NASDAQ Momentum Portfolio (DWAQ)			PowerShares Dynamic Market Portfolio (PWC)			PowerShares FTSE RAFI US 1000 Portfolio (PRF)			PowerShares FTSE RAFI US 1500 Small-Mid Portfolio  (PRFZ)
Assets:
Unaffiliated investments, at value(a)	$	25,740,510		$	186,253,482		$	3,302,329,715		$	958,375,897
Affiliated investments, at value		47,779			16,067			30,762,512			59,546,191
Total investments, at value		25,788,289			186,269,549			3,333,092,227			1,017,922,088
Foreign currencies, at value		—			—			—			26,494
Receivables:
Dividends		2,327			114,307			3,375,762			411,782
Expenses absorbed		193			—			—			—
Foreign tax reclaims		185			—			2,407			541
Investments sold		—			—			1,639,231			2,181,112
Security lending		—			—			68,907			168,823
Shares sold		—			3,478,616			25,612,184			—
Other assets		3,333			3,330			5,830			—
Total Assets		25,794,327			189,865,802			3,363,796,548			1,020,710,840
Liabilities:
Due to custodian		—			—			333,087			440,602
Payables:
Investments purchased		—			3,474,471			27,222,692			1,145,959
Collateral upon return of securities loaned		—			—			27,882,011			59,546,191
Accrued advisory fees		—			77,758			618,741			174,136
Accrued trustees’ and officer’s fees		12,720			25,435			75,298			29,419
Accrued expenses		47,279			69,327			1,968,263			643,538
Total Liabilities		59,999			3,646,991			58,100,092			61,979,845
Net Assets	$	25,734,328		$	186,218,811		$	3,305,696,456		$	958,730,995
Net Assets Consist of:
Shares of beneficial interest	$	102,464,420		$	537,115,941		$	2,863,581,397		$	872,874,463
Undistributed net investment income (loss)		(13,051	)		233,919			7,365,319			1,928,173
Undistributed net realized gain (loss)		(74,491,163	)		(357,422,241	)		(184,274,079	)		(34,160,572	)
Net unrealized appreciation (depreciation)		(2,225,878	)		6,291,192			619,023,819			118,088,931
Net Assets	$	25,734,328		$	186,218,811		$	3,305,696,456		$	958,730,995
Shares outstanding (unlimited amount authorized, $0.01 par value)		400,000			2,650,000			38,700,000			9,950,000
Net asset value	$	64.34		$	70.27		$	85.42		$	96.35
Market price	$	64.32		$	70.27		$	85.37		$	96.38
Unaffiliated investments, at cost	$	27,966,388		$	179,962,290		$	2,683,630,655		$	840,287,904
Affiliated investments, at cost	$	47,779		$	16,067		$	30,437,753		$	59,546,191
Total investments, at cost	$	28,014,167		$	179,978,357		$	2,714,068,408		$	899,834,095
Foreign currencies, at cost	$	—		$	—		$	—		$	25,556
(a) Includes securities on loan with an aggregate value of	$	—		$	—		$	27,275,127		$	57,862,237

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

43

Statements of Operations

For the year ended April 30, 2014

	PowerShares DWA NASDAQ Momentum Portfolio (DWAQ)			PowerShares Dynamic Market Portfolio (PWC)			PowerShares FTSE RAFI US 1000 Portfolio (PRF)			PowerShares FTSE RAFI US 1500 Small-Mid Portfolio  (PRFZ)
Investment Income:
Unaffiliated dividend income	$	233,272		$	2,467,187		$	55,176,054		$	10,273,582
Affiliated dividend income		11			22			86,081			57
Securities lending income		—			—			424,253			1,372,349
Foreign withholding tax		(447	)		(593	)		(2,520	)		(5,206	)
Total Income		232,836			2,466,616			55,683,868			11,640,782
Expenses:
Advisory fees		126,471			800,153			7,256,241			2,297,718
Accounting & administration fees		36,058			36,058			490,757			155,501
Professional fees		27,770			26,861			52,418			42,317
Sub-licensing		9,914			45,010			2,249,939			712,446
Trustees’ and officer’s fees		9,286			12,769			71,994			28,832
Custodian & transfer agent fees		5,423			17,468			32,589			28,558
Other expenses		16,512			28,182			229,262			98,825
Total Expenses		231,434			966,501			10,383,200			3,364,197
Waivers		(79,738	)		(7,030	)		(638,184	)		(274,370	)
Net Expenses		151,696			959,471			9,745,016			3,089,827
Net Investment Income		81,140			1,507,145			45,938,852			8,550,955
Realized and Unrealized Gain (Loss):
Net realized gain (loss) from:
Investment securities		2,272,338			962,737			(2,688,760	)		(8,222,562	)
In-kind redemptions		5,573,106			41,952,430			122,452,091			87,398,508
Net realized gain		7,845,444			42,915,167			119,763,331			79,175,946
Change in net unrealized appreciation (depreciation) on:
Investment securities		(5,108,462	)		(7,584,688	)		316,724,319			69,308,580
Foreign currencies		—			—			—			1,302
Net change in unrealized appreciation (depreciation)		(5,108,462	)		(7,584,688	)		316,724,319			69,309,882
Net realized and unrealized gain		2,736,982			35,330,479			436,487,650			148,485,828
Net increase in net assets resulting from operations	$	2,818,122		$	36,837,624		$	482,426,502		$	157,036,783

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

44

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Statements of Changes in Net Assets

For the years ended April 30, 2014 and April 30, 2013

	PowerShares DWA NASDAQ Momentum Portfolio (DWAQ)						PowerShares Dynamic Market Portfolio (PWC)
	2014			2013			2014			2013
Operations:
Net investment income	$	81,140		$	343,750		$	1,507,145		$	2,191,518
Net realized gain		7,845,444			1,181,833			42,915,167			19,915,303
Net change in unrealized appreciation (depreciation)		(5,108,462	)		302,308			(7,584,688	)		5,567,136
Net increase in net assets resulting from operations		2,818,122			1,827,891			36,837,624			27,673,957
Distributions to Shareholders from:
Net investment income		(102,874	)		(376,429	)		(1,443,855	)		(2,277,011	)
Shareholder Transactions:
Proceeds from shares sold		38,073,218			22,456,458			310,118,300			188,278,816
Value of shares repurchased		(37,214,086	)		(29,971,505	)		(299,950,822	)		(201,661,797	)
Net increase (decrease) in net assets resulting from shares transactions		859,132			(7,515,047	)		10,167,478			(13,382,981	)
Increase (Decrease) in Net Assets		3,574,380			(6,063,585	)		45,561,247			12,013,965
Net Assets:
Beginning of year		22,159,948			28,223,533			140,657,564			128,643,599
End of year	$	25,734,328		$	22,159,948		$	186,218,811		$	140,657,564
Undistributed net investment income (loss) at end of year	$	(13,051	)	$	1,634		$	233,919		$	151,975
Changes in Shares Outstanding:
Shares sold		600,000			450,000			4,900,000			3,900,000
Shares repurchased		(600,000	)		(600,000	)		(4,750,000	)		(4,150,000	)
Shares outstanding, beginning of year		400,000			550,000			2,500,000			2,750,000
Shares outstanding, end of year		400,000			400,000			2,650,000			2,500,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

46

PowerShares FTSE RAFI US 1000 Portfolio (PRF)						PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ)
2014			2013			2014			2013
$	45,938,852		$	31,090,567		$	8,550,955		$	7,804,825
	119,763,331			63,846,705			79,175,946			33,918,746
	316,724,319			215,084,872			69,309,882			44,374,003
	482,426,502			310,022,144			157,036,783			86,097,574
	(42,658,537	)		(30,575,583	)		(7,637,848	)		(7,992,111	)
	1,350,714,852			319,681,049			443,192,650			130,742,268
	(263,236,412	)		(209,338,770	)		(197,623,306	)		(108,729,552	)
	1,087,478,440			110,342,279			245,569,344			22,012,716
	1,527,246,405			389,788,840			394,968,279			100,118,179
	1,778,450,051			1,388,661,211			563,762,716			463,644,537
$	3,305,696,456		$	1,778,450,051		$	958,730,995		$	563,762,716
$	7,365,319		$	4,084,962		$	1,928,173		$	1,093,435
	17,000,000			4,900,000			4,700,000			1,800,000
	(3,200,000	)		(3,250,000	)		(2,000,000	)		(1,500,000	)
	24,900,000			23,250,000			7,250,000			6,950,000
	38,700,000			24,900,000			9,950,000			7,250,000

47

Financial Highlights

PowerShares DWA NASDAQ Momentum Portfolio (DWAQ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	55.40		$	51.32		$	53.76		$	45.15		$	32.83
Net investment income(a)		0.21			0.71	(b)		0.10			0.07			0.01
Net realized and unrealized gain (loss) on investments		9.00			4.18			(2.50	)		8.65			12.36
Total from investment operations		9.21			4.89			(2.40	)		8.72			12.37
Distributions to shareholders from:
Net investment income		(0.27	)		(0.81	)		(0.04	)		(0.11	)		(0.05	)
Net asset value at end of year	$	64.34		$	55.40		$	51.32		$	53.76		$	45.15
Market price at end of year(c)	$	64.32		$	55.32		$	51.30		$	53.75		$	45.15
Net Asset Value Total Return(d)		16.64	%		9.75	%		(4.46	)%		19.34	%		37.73	%
Market Price Total Return(d)		16.77	%		9.63	%		(4.48	)%		19.31	%		37.73	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	25,734		$	22,160		$	28,224		$	40,321		$	40,635
Ratio to average net assets of:
Expenses, after Waivers		0.60	%(e)		0.60	%		0.60	%		0.60	%		0.60	%
Expenses, prior to Waivers		0.91	%(e)		0.95	%		0.93	%		0.91	%		0.85	%
Net investment income, after Waivers		0.32	%		1.42	%(b)		0.22	%		0.15	%		0.01	%
Portfolio turnover rate(f)		296	%		118	%		99	%		75	%		90	%

PowerShares Dynamic Market Portfolio (PWC)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	56.26		$	46.78		$	48.26		$	40.38		$	31.42
Net investment income(a)		0.60			0.82			0.44			0.57			0.33
Net realized and unrealized gain (loss) on investments		13.99			9.51			(1.52	)		7.94			8.97
Total from investment operations		14.59			10.33			(1.08	)		8.51			9.30
Distributions to shareholders from:
Net investment income		(0.58	)		(0.85	)		(0.40	)		(0.63	)		(0.34	)
Net asset value at end of year	$	70.27		$	56.26		$	46.78		$	48.26		$	40.38
Market price at end of year(c)	$	70.27		$	56.23		$	46.75		$	48.24		$	40.38
Net Asset Value Total Return(d)		26.09	%		22.39	%		(2.12	)%		21.34	%		29.75	%
Market Price Total Return(d)		26.15	%		22.40	%		(2.14	)%		21.29	%		29.80	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	186,219		$	140,658		$	128,644		$	188,207		$	230,151
Ratio to average net assets of:
Expenses, after Waivers		0.60	%		0.60	%		0.60	%		0.60	%		0.60	%
Expenses, prior to Waivers		0.60	%		0.60	%		0.62	%		0.64	%		0.60	%
Net investment income, after Waivers		0.94	%		1.68	%		1.00	%		1.38	%		0.92	%
Portfolio turnover rate(f)		244	%		166	%		133	%		107	%		98	%

^(a)  Based on average shares outstanding.

^(b)  Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $4 per share owned of Warner Chilcott PLC on August 29, 2012. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.43 and 0.87%, respectively.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the investment companies in which the Fund invests. Estimated investment company expenses are not expenses that are incurred directly by the Fund. They are expenses that are incurred directly by the investment companies and are deducted from the value of the funds that the Fund invests in. The effect of the estimated investment company expenses that you bear indirectly is included in the Fund’s total return.

^(f)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions. For the fiscal year ended April 30, 2014, the portfolio turnover calculation for PowerShares DWA NASDAQ Momentum Portfolio includes the value of securities purchased and sold in the effort to realign the Fund’s Portfolio holdings due to the underlying index change.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

48

Financial Highlights (continued)

PowerShares FTSE RAFI US 1000 Portfolio (PRF)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	71.42		$	59.73		$	60.72		$	52.93		$	34.78
Net investment income(a)		1.45			1.31			1.12			1.07			0.62
Net realized and unrealized gain (loss) on investments		13.89			11.66			(0.99	)		7.63			18.21
Total from investment operations		15.34			12.97			0.13			8.70			18.83
Distributions to shareholders from:
Net investment income		(1.34	)		(1.28	)		(1.12	)		(0.91	)		(0.68	)
Net asset value at end of year	$	85.42		$	71.42		$	59.73		$	60.72		$	52.93
Market price at end of year(b)	$	85.37		$	71.42		$	59.72		$	60.71		$	52.96
Net Asset Value Total Return(c)		21.68	%		22.06	%		0.41	%		16.72	%		54.57	%
Market Price Total Return(c)		21.61	%		22.09	%		0.41	%		16.63	%		54.66	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	3,305,696		$	1,778,450		$	1,388,661		$	1,208,246		$	648,428
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.39	%		0.39	%		0.39	%
Expenses, prior to Waivers		0.41	%		0.43	%		0.43	%		0.44	%		0.45	%
Net investment income, after Waivers		1.84	%		2.10	%		2.00	%		2.01	%		1.38	%
Portfolio turnover rate(d)		12	%		13	%		6	%		9	%		24	%

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	77.76		$	66.71		$	70.66		$	59.82		$	34.96
Net investment income(a)		0.98			1.13			0.73			0.50			0.32
Net realized and unrealized gain (loss) on investments		18.52			11.08			(4.04	)		10.80			24.88
Total from investment operations		19.50			12.21			(3.31	)		11.30			25.20
Distributions to shareholders from:
Net investment income		(0.91	)		(1.16	)		(0.64	)		(0.46	)		(0.34	)
Net asset value at end of year	$	96.35		$	77.76		$	66.71		$	70.66		$	59.82
Market price at end of year(b)	$	96.38		$	77.67		$	66.72		$	70.64		$	59.79
Net Asset Value Total Return(c)		25.22	%		18.56	%		(4.60	)%		19.04	%		72.38	%(e)
Market Price Total Return(c)		25.40	%		18.41	%		(4.56	)%		19.06	%		72.59	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	958,731		$	563,763		$	463,645		$	409,826		$	284,135
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.39	%		0.39	%		0.39	%
Expenses, prior to Waivers		0.42	%		0.43	%		0.44	%		0.46	%		0.51	%
Net investment income, after Waivers		1.08	%		1.64	%		1.17	%		0.82	%		0.67	%
Portfolio turnover rate(d)		31	%		30	%		15	%		19	%		16	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

^(e)  Amount includes the effect of the Adviser pay-in for an economic loss of $0.17 per share. Had the pay-in not been made, the Net Asset Value Total Return would have been 71.89%.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

49

Notes to Financial Statements

PowerShares Exchange-Traded Fund Trust

April 30, 2014

Note 1. Organization

PowerShares Exchange-Traded Fund Trust (the “Trust”) was organized as a Massachusetts business trust on June 9, 2000 and is authorized to have multiple series of portfolios. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of April 30, 2014, the Trust offered fifty-three portfolios. This report includes the following portfolios:

Full Name	Short Name
PowerShares DWA NASDAQ Momentum Portfolio (DWAQ) (formerly PowerShares Dynamic OTC Portfolio)	“DWA NASDAQ Momentum Portfolio”
PowerShares Dynamic Market Portfolio (PWC)	“Dynamic Market Portfolio”
PowerShares FTSE RAFI US 1000 Portfolio (PRF)	“FTSE RAFI US 1000 Portfolio”
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ)	“FTSE RAFI US 1500 Small-Mid Portfolio”

Each portfolio (each, a “Fund”, and collectively, the “Funds”) represents a separate series of the Trust. The shares of the Funds are referred to herein as “Shares” or “Fund’s Shares.” Each Fund’s Shares are listed and traded on NYSE Arca, Inc., except for Shares of FTSE RAFI US 1500 Small-Mid Portfolio, which are listed and traded on The NASDAQ Stock Market LLC.

The market prices of each Fund’s Shares may differ to some degree from the Fund’s net asset value (“NAV”). Unlike conventional mutual funds, each Fund issues and redeems Shares on a continuous basis, at NAV, only in a large specified number of Shares, each called a “Creation Unit.” Creation Units are issued and redeemed in exchange for the deposit or delivery of a basket of securities (“Deposit Securities”). Except when aggregated in Creation Units by Authorized Participants, the Shares are not individually redeemable securities of the Funds.

The investment objective of each Fund is to seek investment results that generally correspond (before fees and expenses) to the price and yield of its respective index listed below (each, an “Underlying Index”):

Fund	Underlying Index
DWA NASDAQ Momentum Portfolio	Dorsey Wright NASDAQ Technical Leaders Index
Dynamic Market Portfolio	Dynamic Market IntellidexSM Index
FTSE RAFI US 1000 Portfolio	FTSE RAFI US 1000 Index
FTSE RAFI US 1500 Small-Mid Portfolio	FTSE RAFI US 1500 Small-Mid Index

Note 2. Significant Accounting Policies

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements, including estimates and assumptions related to taxation. Actual results could differ from these estimates. In addition, the Funds monitor for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

A. Security Valuation

Securities, including restricted securities, are valued according to the following policies.

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining NAV per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day NAV per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

50

Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Securities with a demand feature exercisable within one to seven days are valued at par. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the London world markets. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that Invesco PowerShares Capital Management LLC (the “Adviser”) determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith following procedures approved by the Board of Trustees. Issuer-specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

Each Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain of each Fund’s investments.

Valuations change in response to many factors, including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B. Other Risks

Index Risk. Unlike many investment companies, the Funds do not utilize investing strategies that seek returns in excess of their Underlying Indexes. Therefore, a Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from its respective Underlying Index, even if that security generally is underperforming.

Equity Risk. Equity risk is the risk that the value of the securities that each Fund holds will fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities a Fund holds participate or factors relating to specific companies in which the Funds invest. For example, an adverse event, such as an unfavorable earnings report, may depress the value of securities a Fund holds; the price of securities 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 securities a Fund holds. In addition, securities of an issuer in the 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.

Industry Concentration Risk. In following its methodology, each Fund’s Underlying Index from time to time may be concentrated to a significant degree in securities of issuers located in a single industry or a sector. To the extent that an Underlying Index concentrates in the securities of issuers in a particular industry or sector, each Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or sector, a Fund may face more risks than if it were diversified broadly over numerous industries or sectors. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole. Any factors detrimental to the performance of such industry or sector will disproportionately impact a Fund’s NAV.

51

Non-Correlation Risk. Each Fund’s return may not match the return of its Underlying Index for a number of reasons. For example, each 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 each Fund and its Underlying Index may vary due to asset valuation differences and differences between each Fund’s portfolio and its Underlying Index resulting from legal restrictions, cost or liquidity constraints.

Small and Medium Capitalization Company Risk. For DWA NASDAQ Momentum Portfolio and FTSE RAFI US 1500 Small-Mid Portfolio, investing in securities of small and medium capitalization companies involves greater risk than customarily is 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 small and medium capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.

C. Federal Income Taxes

Each Fund intends to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute substantially all of the Fund’s taxable earnings to its shareholders. As such, the Funds will not be subject to federal income taxes on otherwise taxable income (including net realized gains) that is distributed to the shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These timing differences are primarily due to differing book and tax treatments for in-kind transactions, losses deferred due to wash sales, and passive foreign investment company adjustments, if any.

The Funds file U.S. federal tax returns and tax returns in certain other jurisdictions. Generally, a Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

D. Investment Transactions and Investment Income

Investment transactions are accounted for on a trade date basis. Realized gains and losses from the sale or disposition of securities are computed on the specific identified cost basis. Interest income is recorded on the accrual basis. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Realized gains, dividends and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

Corporate actions (including cash dividends) are recorded net of non-reclaimable foreign tax withholdings on the ex-dividend date.

E. Expenses

Expenses of the Trust that are directly identifiable to a specific Fund are applied to that Fund. Expenses of the Trust that are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund.

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, sub-licensing fees related to its respective Underlying Index, any distribution fees or expenses, litigation expenses, fees payable to the Trust’s Board members who are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”) or the Adviser, expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for the Independent Trustees, acquired fund fees and expenses, if any, and extraordinary expenses.

To the extent a Fund invests in other investment companies, the expenses shown in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the investment companies in which it invests. The effects of such investment companies’ expenses are included in the realized and unrealized gain or loss on the investments in the investment companies.

F. Dividends and Distributions to Shareholders

Each Fund declares and pays dividends from net investment income, if any, to its shareholders quarterly and records such dividends on ex-dividend date. Generally, each Fund distributes net realized taxable capital gains, if any, annually in cash and records them on ex-dividend date. Such distributions on a tax basis are determined in conformity with federal income tax regulations, which may differ from GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in such Fund’s financial statements as a tax return of capital at fiscal period-end.

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G. Securities Lending

FTSE RAFI US 1000 Portfolio and FTSE RAFI US 1500 Small-Mid Portfolio may lend portfolio securities having a market value up to one-third of each Fund’s total assets. Such loans are secured by cash collateral equal to no less than 102% of the market value of the loaned securities determined daily by the securities lending provider. Cash collateral received in connection with these loans is invested in an affiliated money market fund and is shown as such on the Schedule of Investments. It is the policy of these Funds to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to a Fund if, and to the extent that, the market value of the securities loaned were to increase, and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. A Fund could experience delays and costs in gaining access to the collateral. A Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Securities lending income on the Statements of Operations. The aggregate value of securities out on loan is shown on the Statements of Assets and Liabilities, if any.

Note 3. Investment Advisory Agreement and Other Agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser pursuant to which the Adviser has overall responsibility for the selection and ongoing monitoring of the Funds’ investments, managing the Funds’ business affairs and providing certain clerical, bookkeeping and other administrative services. Each of DWA NASDAQ Momentum Portfolio and Dynamic Market Portfolio has agreed to pay the Adviser an annual fee of 0.50% of the Fund’s average daily net assets. Each of FTSE RAFI US 1000 Portfolio and FTSE RAFI US 1500 Small-Mid Portfolio has agreed to pay the Adviser an annual fee of 0.29% of the Fund’s average daily net assets.

The Adviser has entered into an Amended and Restated Excess Expense Agreement (the “Expense Agreement”) with the Trust, on behalf of each Fund. For the FTSE RAFI US 1000 Portfolio and the FTSE RAFI US 1500 Small-Mid Portfolio, the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses (excluding interest expenses, brokerage commissions and other trading expenses, offering costs, taxes, acquired fund fees and expenses, if any, and extraordinary expenses) of the Fund from exceeding 0.39% of the Fund’s average daily net assets per year (the “Expense Cap”), through at least August 31, 2015. Offering costs excluded from the Expense Cap are: (a) initial legal fees pertaining to the Funds’ Shares offered for sale; (b) initial Securities and Exchange Commission and state registration fees; and (c) initial fees paid to be listed on an exchange. For the DWA NASDAQ Momentum Portfolio and the Dynamic Market Portfolio, the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of each Fund (excluding interest expenses, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses, if any, and extraordinary expenses) from exceeding 0.60% of the Fund’s average daily net assets per year, through at least August 31, 2015. Prior to February 19, 2014, sub-licensing fees for DWA NASDAQ Momentum Portfolio were excluded from the expenses subject to the Expense Cap. Unless the Adviser continues the Expense Agreement, it will terminate on August 31, 2015. The Expense Agreement cannot be terminated during its term.

Further, through August 31, 2015, the Adviser has contractually agreed to waive a portion of the Fund’s management fee in an amount equal to 100% of the net advisory fees an affiliate of the Adviser receives that are attributable to certain of the Fund’s investments in money market funds managed by that affiliate (excluding investments of cash collateral from securities lending). The Adviser cannot discontinue this waiver prior to its expiration.

For the fiscal year ended April 30, 2014, the Adviser waived fees and/or paid Fund expenses for each Fund, in the following amounts:

DWA NASDAQ Momentum Portfolio	$	79,738
Dynamic Market Portfolio		7,030
FTSE RAFI US 1000 Portfolio		638,184
FTSE RAFI US 1500 Small-Mid Portfolio		274,370

For the FTSE RAFI US 1000 Portfolio and the FTSE RAFI US 1500 Small-Mid Portfolio, the Expense Agreement provides that the fees waived or expenses borne by the Adviser are subject to recapture by the Adviser for up to three years, but no recapture payment will be made by a Fund if it would result in the Fund exceeding its Expense Cap as specified above. For the DWA NASDAQ Momentum Portfolio and the Dynamic Market Portfolio, the expenses borne by the Adviser are not subject to recapture.

For the following Funds, the amounts available for potential future recapture by the Adviser under the Excess Expense Agreement and the expiration schedule at April 30, 2014 are as follows:

	Total Potential Recapture Amounts		Potential Recapture Amounts Expiring
			04/30/15		04/30/16		04/30/17
FTSE RAFI US 1000 Portfolio	$	1,577,712	$	420,812	$	519,689	$	637,211
FTSE RAFI US Portfolio 1500 Small-Mid Portfolio		671,879		186,171		211,738		273,970

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The Trust has entered into a Distribution Agreement with Invesco Distributors, Inc. (the “Distributor”), which serves as the distributor of Creation Units for each Fund. The Distributor does not maintain a secondary market in the Shares. The Funds are not charged any fees pursuant to the Distribution Agreement. The Distributor is an affiliate of the Adviser.

The Adviser has entered into a licensing agreement for each Fund with the following entities (each, a “Licensor”):

Fund	Licensor
DWA NASDAQ Momentum Portfolio	Dorsey Wright & Associates, Inc.*
Dynamic Market Portfolio	NYSE Arca, Inc.
FTSE RAFI US 1000 Portfolio	FTSE International Ltd.
FTSE RAFI US 1500 Small-Mid Portfolio	FTSE International Ltd.

* Effective February 19, 2014, Dorsey Wright & Associates, Inc. replaced NYSE Arca, Inc. as the Index Provider of the Index.

Each Underlying Index name trademark is owned by its respective Licensor. These trademarks have been licensed to the Adviser for use by the Funds. Each Fund is entitled to use its Underlying Index pursuant to the Trust’s sub-licensing agreement with the Adviser. The Funds are required to pay the sub-licensing fees that are shown on the Statements of Operations. The Funds are not sponsored, endorsed, sold or promoted by the Licensors, and the Licensors make no representation regarding the advisability of investing in any of the Funds.

The Trust has entered into service agreements whereby The Bank of New York Mellon, a wholly-owned subsidiary of The Bank of New York Mellon Corporation, serves as the administrator, custodian, fund accountant and transfer agent for each Fund.

Note 4. Investments in Affiliates

Each Fund’s Adviser and Invesco Mortgage Capital, Inc. REIT are wholly-owned subsidiaries of Invesco Ltd., and therefore Invesco Ltd. and Invesco Mortgage Capital, Inc. REIT are considered to be affiliated. The table below shows the Fund’s transactions in, and earnings from, its investments in Invesco Ltd. and Invesco Mortgage Capital, Inc. REIT for the fiscal year ended April 30, 2014.

FTSE RAFI US 1000 Portfolio

	Value April 30, 2013		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation (Depreciation)			Realized Gain		Value April 30, 2014		Dividend Income
Invesco Ltd.	$	1,352,664	$	1,054,369	$	(341,955	)	$	167,793		$	18,738	$	2,251,609	$	47,765
Invesco Mortgage Capital, Inc. REIT		215,926		479,000		(6,508	)		(59,926	)		400		628,892		38,187
Total Investments in Affiliates	$	1,568,590	$	1,533,369	$	(348,463	)	$	107,867		$	19,138	$	2,880,501	$	85,952

Note 5. Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 — Prices are determined using quoted prices in an active market for identical assets.

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

Except for the Fund listed below, as of April 30, 2014, all of the securities in each Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

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	Investments in Securities
	Level 1		Level 2		Level 3		Total
FTSE RAFI US 1000 Portfolio
Equity Securities	$	3,332,920,045	$	—	$	172,182	$	3,333,092,227
FTSE RAFI US 1500 Small-Mid Portfolio
Equity Securities	$	1,017,833,434	$	88,654	$	—	$	1,017,922,088

Note 6. Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2014 and 2013:

	2014		2013
	Ordinary Income		Ordinary Income
DWA NASDAQ Momentum Portfolio	$	102,874	$	376,429
Dynamic Market Portfolio		1,443,855		2,277,011
FTSE RAFI US 1000 Portfolio		42,658,537		30,575,583
FTSE RAFI US 1500 Small-Mid Portfolio		7,637,848		7,992,111

Tax Components of Net Assets at Fiscal Year-End:

	Undistributed Ordinary Income		Temporary Book/Tax Differences			Net Unrealized Appreciation (Depreciation)— Investment Securities			Net Unrealized Appreciation— Other Investments		Capital Loss Carryforward			Late-Year Ordinary/ Post- October Capital Losses Deferrals*			Shares of Beneficial Interest		Total Net Assets
DWA NASDAQ Momentum Portfolio**	$	—	$	(11,484	)	$	(2,235,595	)	$	—	$	(74,481,446	)	$	(1,567	)	$	102,464,420	$	25,734,328
Dynamic Market Portfolio		257,679		(23,760	)		6,027,706			—		(357,158,755	)		—			537,115,941		186,218,811
FTSE RAFI US 1000 Portfolio**		7,430,600		(65,281	)		576,058,530			—		(140,476,692	)		(832,098	)		2,863,581,397		3,305,696,456
FTSE RAFI US 1500 Small-Mid Portfolio**		2,087,667		(25,486	)		102,380,602			938		(16,052,311	)		(2,534,878	)		872,874,463		958,730,995

* Includes net capital losses incurred after October 31 (“Post-October Capital losses”) and the combination of ordinary losses incurred after December 31 within the taxable year and specified losses incurred after October 31 within the taxable year (“Late-Year Ordinary Losses”), that are deemed to arise on the first business day of each Fund’s next taxable year.

** The DWA NASDAQ Momentum Portfolio, FTSE RAFI US 1000 Portfolio and FTSE RAFI US 1500 Small-Mid Portfolio incurred and will elect to defer Late-Year Ordinary Losses of $1,567, $0 and $0 and Post-October Capital Losses of $0, $832,098 and $2,534,878, respectively.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Funds to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The following Funds have capital loss carryforwards as of April 30, 2014, which expire as follows:

											Post-effective no expiration
	2015		2016		2017		2018		2019		Short-term		Long-term		Total*		Utilized		Expired
DWA NASDAQ Momentum Portfolio	$	21,767,708	$	11,353,752	$	15,764,010	$	14,947,690	$	3,683,431	$	6,964,855	$	—	$	74,481,446	$	1,207,581	$	5,449,844
Dynamic Market Portfolio		65,552,628		39,899,556		96,635,542		104,214,879		15,461,574		35,227,451		167,125		357,158,755		179,727		13,686,812
FTSE RAFI US 1000 Portfolio		44,432		1,148,192		44,806,580		49,808,238		38,490,195		—		6,179,055		140,476,692		—		—
FTSE RAFI US 1500 Small-Mid Portfolio		5,818		128,460		8,229,508		5,168,127		2,475,894		—		44,504		16,052,311		1,644,991		—

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

55

Note 7. Investment Transactions

For the fiscal year ended April 30, 2014, the cost of securities purchased and proceeds from sales of securities, excluding short-term securities, U.S. Treasury obligations, money market funds and in-kind transactions, were as follows:

	Purchases		Sales
DWA NASDAQ Momentum Portfolio	$	73,696,071	$	73,313,573
Dynamic Market Portfolio		391,706,148		389,612,628
FTSE RAFI US 1000 Portfolio		315,830,067		310,258,745
FTSE RAFI US Portfolio 1500 Small-Mid Portfolio		248,980,027		246,087,276

For the fiscal year ended April 30, 2014, in-kind transactions associated with creations and redemptions were as follows:

	Cost of Securities Received		Value of Securities Delivered
DWA NASDAQ Momentum Portfolio	$	38,045,327	$	37,573,718
Dynamic Market Portfolio		309,549,321		301,430,830
FTSE RAFI US 1000 Portfolio		1,347,552,939		261,441,317
FTSE RAFI US Portfolio 1500 Small-Mid Portfolio		441,408,106		196,362,194

Gains (losses) on in-kind transactions are generally not considered taxable gains (losses) for federal income tax purposes.

At April 30, 2014, the aggregate cost and the net unrealized appreciation (depreciation) of investments for tax purposes were as follows:

	Cost		Net Unrealized Appreciation (Depreciation)			Gross Unrealized Appreciation		Gross Unrealized (Depreciation)
DWA NASDAQ Momentum Portfolio	$	28,023,884	$	(2,235,595	)	$	657,976	$	(2,893,571	)
Dynamic Market Portfolio		180,241,843		6,027,706			10,726,989		(4,699,283	)
FTSE RAFI US 1000 Portfolio		2,757,033,697		576,058,530			599,229,435		(23,170,905	)
FTSE RAFI US 1500 Small-Mid Portfolio		915,541,486		102,380,602			142,392,766		(40,012,164	)

Note 8. Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of in-kind transactions on April 30, 2014, amounts were reclassified between undistributed net investment income (loss), undistributed net realized gain (loss) and shares of beneficial interest. These reclassifications had no effect on the net assets of each Fund. For the fiscal year ended April 30, 2014, the reclassifications were as follows:

	Undistributed Net Investment Income (Loss)			Undistributed Net Realized Gain (Loss)			Shares of Beneficial Interest
DWA NASDAQ Momentum Portfolio	$	7,049		$	(34,709	)	$	27,660
Dynamic Market Portfolio		18,654			(27,691,569	)		27,672,915
FTSE RAFI US 1000 Portfolio		42			(116,445,535	)		116,445,493
FTSE RAFI US 1500 Small-Mid Portfolio		(78,369	)		(84,586,379	)		84,664,748

Note 9. Trustees’ and Officer’s Fees

Trustees’ and Officer’s Fees include amounts accrued by the Funds to pay remuneration to the Independent Trustees and Officer of the Funds. The Trustee who is an “interested person” (the “Non-Independent Trustee”) of the Trust does not receive any Trustees’ fees.

The Trust has adopted a deferred compensation plan (the “Plan”). Under the Plan, an Independent Trustee who has executed a Deferred Fee Agreement (a “Participating Trustee”) may defer receipt of all or a portion of his compensation (“Deferral Fees”). Such Deferral Fees are deemed to be invested in select PowerShares Funds. The Deferral Fees payable to the Participating Trustee are valued as of the date such Deferral Fees would have been paid to the Participating Trustee. The value increases with contributions or with increases in the value of the Shares selected, and the value decreases with distributions or with declines in the value of the Shares selected. Obligations under the deferred compensation plan represent unsecured claims against the general assets of the Funds.

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Note 10. Capital

Shares are created and redeemed by each Fund only in Creation Units of 50,000 Shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Funds. Such transactions are generally permitted in exchange for Deposit Securities, with a balancing cash component to equate the transaction to the NAV per Share of a Fund of the Trust on the transaction date. However, for all Funds, cash in an amount equivalent to the value of certain securities may be substituted, generally when the securities are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances.

To the extent that the Funds permit transactions in exchange for Deposit Securities, each Fund may issue Shares in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the market value of the missing Deposit Securities. In accordance with each Fund’s Participant Agreement, Creation Units will be issued to an Authorized Participant, notwithstanding the fact that the corresponding Deposit Securities have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral consisting of cash in the form of U.S. dollars in immediately available funds having a value (marked-to-market daily) at least equal to 105%, which the Adviser may change from time to time, of the value of the missing Deposit Securities.

Transactions in each Fund’s Shares are disclosed in detail in the Statements of Changes in Net Assets.

Note 11. Indemnifications

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Each Independent Trustee is also indemnified against certain liabilities arising out of the performance of his duties to the Trust pursuant to an Indemnification Agreement between the Independent Trustee and the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust believes the risk of loss to be remote.

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of PowerShares Exchange-Traded Fund Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PowerShares DWA NASDAQ Momentum Portfolio (formerly PowerShares Dynamic OTC Portfolio), PowerShares Dynamic Market Portfolio, PowerShares FTSE RAFI US 1000 Portfolio and PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (each an individual portfolio of PowerShares Exchange-Traded Fund Trust, hereafter referred to as the “Funds”) at April 30, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, IL

June 24, 2014

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Fees and Expenses

As a shareholder of a Fund of the PowerShares Exchange-Traded Fund Trust, you incur advisory fees and other Fund expenses. The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held through the six-month period ended April 30, 2014.

In addition to the fees and expenses which the PowerShares DWA NASDAQ Momentum Portfolio (the “Portfolio”) bears directly, the Portfolio indirectly bears a pro rata share of the fees and expenses of the investment companies in which the Portfolio invests. The amount of fees and expenses incurred indirectly by the Portfolio will vary because the investment companies have varied expenses and fee levels and the Portfolio may own different proportions of the investment companies at different times. Estimated investment companies’ expenses are not expenses that are incurred directly by the Portfolio. They are expenses that are incurred directly by the investment companies and are deducted from the value of the investment companies the Portfolio invests in. The effect of the estimated investment companies’ expenses that you bear indirectly are included in the Portfolio’s total returns.

Actual Expenses

The first line in the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line in the following tables provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed annualized rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only, and do not reflect any transactional costs, such as sales charges and brokerage commissions. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, expenses shown in the table do not include the expenses of the underlying funds, which are borne indirectly by a Fund. If transaction costs and indirect expenses were included, your costs would have been higher.

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During the Six-Month  Period(1)
PowerShares DWA NASDAQ Momentum Portfolio (DWAQ)
Actual	$	1,000.00	$	1,003.58		0.60	%	$	2.98
Hypothetical (5% return before expenses)		1,000.00		1,021.82		0.60			3.01
Powershares Dynamic Market Portfolio (PWC)
Actual		1,000.00		1,099.16		0.60			3.12
Hypothetical (5% return before expenses)		1,000.00		1,021.82		0.60			3.01
PowerShares FTSE RAFI US 1000 Portfolio (PRF)
Actual		1,000.00		1,091.58		0.39			2.02
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio (PRFZ)
Actual		1,000.00		1,051.56		0.39			1.98
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96

⁽¹⁾  Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended April 30, 2014. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value for the period, then multiplying the result by 181/365. Expense ratios for the most recent half-year may differ from expense ratios based on the annualized data in the Financial Highlights.

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Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

Each Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2014:

Federal Income Tax Information

	Qualified Dividend Income*			Dividends Received Deduction*
DWA NASDAQ Momentum Portfolio		100	%		99	%
Dynamic Market Portfolio		100	%		100	%
FTSE RAFI US 1000 Portfolio		100	%		100	%
FTSE RAFI US 1500 Small-Mid Portfolio		88	%		82	%

* The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

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Trustees and Officers

The Independent Trustees, the Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by each Trustee and the other directorships, if any, held by each Trustee are shown below.

The Trustees and officers information is current as of April 30, 2014.

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Ronn R. Bagge (1958) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Founder and Principal, YQA Capital Management LLC (1998-Present); formerly Owner/CEO of Electronic Dynamic Balancing Co., Inc. (high-speed rotating equipment service provider).	114	None
Todd J. Barre (1957) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2010	Assistant Professor of Business, Trinity Christian College (2010-Present); formerly Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001), BMO Financial Group/Harris Private Bank.	114	None
Marc M. Kole (1960) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2006	Chief Financial Officer, Hope Network (social services) (2008-2012); formerly, Assistant Vice President and Controller, Priority Health (health insurance) (2005-2008); Senior Vice President of Finance, United Healthcare (2004-2005); Senior Vice President of Finance, Oxford Health Plans (2000-2004).	114	None
Yung Bong Lim (1964) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Managing Partner, Residential Dynamics Group LLC (2008-Present); formerly, Managing Director, Citadel Investment Group, L.L.C. (1999-2007).	114	None
Philip M. Nussbaum (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Chairman, Performance Trust Capital Partners (2004-Present).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

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Trustees and Officers (continued)

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Gary R. Wicker (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries (publishing company) (2013-Present); formerly, Executive Vice President and Chief Financial Officer, Zondervan Publishing (a division of Harper Collins/NewsCorp) (2007-2012); Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999), divisions of The Thomson Corporation (information services provider).	114	None
Donald H. Wilson (1959) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Chairman of the Board and Trustee	Chairman since 2012; Trustee since 2006	Chairman, President and Chief Executive Officer, Community Financial Shares, Inc. and Community Bank—Wheaton/Glen Ellyn (subsidiary) (2013-Present); Chairman and Chief Executive Officer, Stone Pillar Advisers, Ltd. (2010-Present); formerly, Chief Operating Officer, AMCORE Financial, Inc. (bank holding company) (2007-2009); Executive Vice President and Chief Financial Officer, AMCORE Financial, Inc. (2006-2007); Senior Vice President and Treasurer, Marshall & Ilsley Corp. (bank holding company) (1995-2006).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

62

Trustees and Officers (continued)

The Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Non-Independent Trustee and the other directorships, if any, held by the Non-Independent Trustee are shown below.

Name, Address and Age of Non-Independent Trustee	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Non-Independent Trustee	Other Directorships Held by Non-Independent Trustee During the Past 5 Years
Kevin M. Carome (1956) Invesco Ltd. Two Peachtree Pointe 1555 Peachtree St., N.E., Suite 1800 Atlanta, GA 30309	Trustee	Since 2010	Senior Managing Director, Secretary and General Counsel, Invesco Ltd. (2006-Present); Director, Invesco Advisers, Inc. (2009-Present); Director, Invesco Advisers, Inc., Invesco Finance PLC, INVESCO Funds Group, Inc., and Invesco Holding Company Limited; Director and Executive Vice President, Invesco Finance, Inc., Invesco Group Services, Inc., Invesco Investments (Bermuda) Ltd., Invesco North American Holdings, Inc., and IVZ, Inc.; Director and Secretary, IVZ Bahamas Private Limited; formerly, Senior Vice President, Secretary and General Counsel, Invesco Advisers, Inc. (2003-2005); Senior Vice President and General Counsel, Liberty Financial Companies, Inc. (2000-2001); General Counsel of certain investment management subsidiaries of Liberty Financial Companies, Inc. (1998-2000); Associate General Counsel, Liberty Financial Companies, Inc. (1993-1998); Associate, Ropes & Gray LLP.	114	None

* This is the date the Non-Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

63

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Andrew Schlossberg (1974) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046	President	Since 2009	Director, Invesco Distributors, Inc. (2012-Present); Managing Director—U.S. Strategy and Marketing, Invesco PowerShares Capital Management LLC (2010-Present); Managing Director, U.S. head of business strategy and chief marketing officer for Invesco Ltd. in the United States (2008-Present); Director, Invesco Distributors, Inc. (2012-Present); and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present); formerly, Mr. Schlossberg served in multiple roles within Invesco, including head of corporate development, as well as global leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions (2002-2007).
Peter Hubbard (1981) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2009	Vice President and Director of Portfolio Management—Invesco PowerShares Capital Management LLC (2008-Present); formerly, Portfolio Manager, Invesco PowerShares Capital Management LLC (2007-2008); Research Analyst, Invesco PowerShares Capital Management LLC (2005-2007); Research Analyst and Trader, Ritchie Capital, a hedge fund operator (2003-2005).
David Warren (1957) Invesco Canada Ltd. 5140 Yonge Street Suite 900, Toronto, Ontario M2N 6X7	Vice President	Since 2009	Managing Director—Chief Administrative Officer, Americas, Invesco PowerShares Capital Management LLC; Senior Vice President, Invesco Advisers, Inc. (2009-Present); Director, Executive Vice President and Chief Financial Officer, Invesco Inc. (2009-Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) and Chief Administrative Officer, North American Retail, Invesco Ltd. (2007-Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Invesco Canada Holdings Inc. (2002-Present), Invesco Corporate Class Inc., and Invesco Canada Fund Inc.; Director, Executive Vice President and Chief Financial Officer, Invesco, Inc.; formerly, Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) (2000-2006).
Sheri Morris (1964) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Vice President	Since 2012	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present) and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; formerly, Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
Rudolf E. Reitmann (1971) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global Exchange Traded Funds Operations, Invesco PowerShares Capital Management LLC (since 2013).

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

64

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Daniel E. Draper (1968) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Senior Vice President, Invesco Distributors, Inc. (since 2014); Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Managing Director, Invesco PowerShares Global ETFs (since 2013); formerly, Managing Director, Credit Suisse Asset Management (2010-2013) and Lyxor Asset Management/Societe Generale (2007–2010).
Steven M. Hill (1964) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President and Treasurer	Since 2013	Vice President and Treasurer of PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global ETF Administration, Invesco PowerShares Capital Management LLC (since 2011); formerly, Senior Managing Director and Chief Financial Officer, Destra Capital Management LLC and its subsidiaries (2010-2011); Chief Financial Officer, Destra Investment Trust and Destra Investment Trust II (2010-2011); Senior Managing Director, Claymore Securities, Inc. (2003-2010); and Chief Financial Officer, Claymore sponsored mutual funds (2003-2010).
Christopher Joe (1969) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Chief Compliance Officer	Since 2012	U.S. Compliance Director, Invesco, Ltd. (since 2006); formerly, Chief Compliance Officer, Invesco Investment Advisers, LLC (registered investment adviser) (2010-2013); formerly, Assistant Fund Accounting Manager, Invesco, Ltd. (1998-1999).
Anna Paglia (1974) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Secretary	Since 2011	Secretary, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (2011-Present); Head of Legal, Invesco PowerShares Capital Management LLC (2010-Present); formerly, Partner, K&L Gates LLP (formerly, Bell Boyd & Lloyd LLP) (2007-2010); Associate Counsel at Barclays Global Investors Ltd. (2004-2006).

Availability of Additional Information About the Trustees

The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request at (800) 983-0903.

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

65

Board Considerations Regarding Continuation of Investment Advisory Agreement

At a meeting held on April 17, 2014, the Board of Trustees of the PowerShares Exchange-Traded Fund Trust (the “Trust”), including the Independent Trustees, approved the continuation of the Investment Advisory Agreement between Invesco PowerShares Capital Management LLC (the “Adviser”) and the Trust for the following 51 series (each, a “Fund” and collectively, the “Funds”):

PowerShares Aerospace & Defense Portfolio

PowerShares BuyBack Achievers™ Portfolio

PowerShares Cleantech™ Portfolio

PowerShares Dividend Achievers^TM Portfolio

PowerShares DWA Momentum Portfolio

PowerShares DWA Basic Materials Momentum Portfolio

PowerShares DWA Consumer Cyclicals Momentum Portfolio

PowerShares DWA Consumer Staples Momentum Portfolio

PowerShares DWA Energy Momentum Portfolio

PowerShares DWA Financial Momentum Portfolio

PowerShares DWA Healthcare Momentum Portfolio

PowerShares DWA Industrials Momentum Portfolio

PowerShares DWA NASDAQ Momentum Portfolio

PowerShares DWA Technology Momentum Portfolio

PowerShares DWA Utilities Momentum Portfolio

PowerShares Dynamic Biotechnology & Genome Portfolio

PowerShares Dynamic Building & Construction Portfolio

PowerShares Dynamic Energy Exploration & Production Portfolio

PowerShares Dynamic Food & Beverage Portfolio

PowerShares Dynamic Large Cap Growth Portfolio

PowerShares Dynamic Large Cap Value Portfolio

PowerShares Dynamic Leisure and Entertainment Portfolio

PowerShares Dynamic Market Portfolio

PowerShares Dynamic Media Portfolio

PowerShares Dynamic Networking Portfolio

PowerShares Dynamic Oil & Gas Services Portfolio

PowerShares Dynamic Pharmaceuticals Portfolio

PowerShares Dynamic Retail Portfolio

PowerShares Dynamic Semiconductors Portfolio

PowerShares Dynamic Software Portfolio

PowerShares Financial Preferred Portfolio

PowerShares FTSE RAFI US 1000 Portfolio

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio

PowerShares Fundamental Pure Large Core Portfolio

PowerShares Fundamental Pure Large Growth Portfolio

PowerShares Fundamental Pure Large Value Portfolio

PowerShares Fundamental Pure Mid Core Portfolio

PowerShares Fundamental Pure Mid Growth Portfolio

PowerShares Fundamental Pure Mid Value Portfolio

PowerShares Fundamental Pure Small Core Portfolio

PowerShares Fundamental Pure Small Growth Portfolio

PowerShares Fundamental Pure Small Value Portfolio

PowerShares Global Listed Private Equity Portfolio

PowerShares Golden Dragon China Portfolio

PowerShares High Yield Equity Dividend Achievers ^TM Portfolio

PowerShares International Dividend Achievers^TM Portfolio

PowerShares S&P 500^® High Quality Portfolio

PowerShares Water Resources Portfolio

PowerShares WilderHill Clean Energy Portfolio

PowerShares WilderHill Progressive Energy Portfolio

PowerShares Zacks Micro Cap Portfolio

The Trustees reviewed information from the Adviser describing: (i) the nature, extent and quality of services provided, (ii) the investment performance of the Funds and the Adviser, (iii) the costs of services provided and estimated profits realized by the Adviser, (iv) the extent to which economies of scale are realized as a Fund grows, (v) whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders, (vi) comparisons of services rendered to and amounts paid by other registered investment companies and (vii) any benefits realized by the Adviser from its relationship with each Fund. Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund. No single factor was determinative in the Board’s analysis.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the Adviser’s services, the Trustees reviewed information concerning the functions performed by the Adviser for the Funds, information describing the Adviser’s current organization and staffing, including operational support provided by the Adviser’s parent organization, Invesco Ltd., and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed matters related to the Adviser’s execution of portfolio transactions on behalf of the Funds. The Trustees also reviewed information on the performance of the Funds, their underlying indexes and their primary benchmarks for the one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2013, as applicable, including reports for each of those periods on the correlation and tracking error between each Fund’s performance and the performance of its underlying index, as well as the Adviser’s analysis of the tracking error between each Fund and its underlying index. In reviewing the tracking error report, the Trustees considered information provided by Ibbotson Associates, a consultant to the Independent Trustees, with respect to general expected tracking error ranges and various

66

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

explanations for any tracking error. The Trustees noted that for each applicable period the correlation and tracking error for each Fund was within the targeted range set forth in the Trust’s registration statement. The Trustees concluded that each Fund was correlated to its underlying index and that the tracking error for each Fund was within an acceptable range given that Fund’s particular circumstances.

The Trustees also considered the services provided by the Adviser in its oversight of the Funds’ administrator, custodian and transfer agent. They noted the significant amount of time, effort and resources that had been devoted to this oversight function.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided by the Adviser to the Funds under the Investment Advisory Agreement were appropriate and reasonable.

Fees, Expenses and Profitability. The Trustees reviewed and discussed the information provided by the Adviser on each Fund’s advisory fee and net expense ratio, as compared to information compiled by the Adviser from Lipper Inc. databases on the advisory fees and net expense ratios of comparable exchange-traded funds (“ETFs”), open-end (non-ETF) index funds and open-end actively-managed funds. The Trustees noted that the annual advisory fee charged to each Fund is:

— 0.50% of the Fund’s average daily net assets for each Fund other than PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers^TM Portfolio, PowerShares International Dividend Achievers^TM Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio;

— 0.40% of the Fund’s average daily net assets for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio; and

— 0.29% of the Fund’s average daily net assets for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio.

The Trustees also noted that the Adviser has agreed to waive a portion of its advisory fee and/or pay expenses (an “Expense Cap”) to the extent necessary to prevent the annual operating expenses of each Fund from exceeding the percentage of that Fund’s average daily net assets, at least until August 31, 2015, as set forth below:

— 0.60%, excluding interest expenses, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares DWA NASDAQ Momentum Portfolio and PowerShares Dynamic Market Portfolio;

— 0.50%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio;

— 0.39%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio and PowerShares Fundamental Pure Small Value Portfolio;

— 0.29%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares S&P 500^® High Quality Portfolio;

— 0.60%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy

67

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio and PowerShares DWA Utilities Momentum Portfolio (the Trustees noted that prior to December 17, 2013, licensing fees were excluded from the Expense Cap); and

— 0.60%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each other Fund.

The Trustees noted that the Adviser represented that it does not serve as the investment adviser to any clients, other than other ETFs also overseen by the Trustees, with comparable investment strategies as the Funds, but that the Adviser provides sub-advisory services to clients with comparable investment strategies as certain of the Funds. The Trustees further noted the Adviser’s explanation with respect to the sub-advisory fees it receives for such services in comparison to the advisory fees charged to the Funds. The Trustees noted that each Fund’s advisory fee was:

— higher than the median advisory fee of its ETF peer funds (except for the advisory fee of each of PowerShares Financial Preferred Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio and PowerShares International Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its ETF peer funds); and

— higher than the median advisory fee of its open-end index peer funds (except for the advisory fee of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares High Yield Equity Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median advisory fee of its open-end actively-managed peer funds.

The Trustees determined that the advisory fees were reasonable, noting the complexity of the indexes, the distinguishing factors of the Funds, and the administrative, operational and management oversight costs for the Adviser. With respect to the Funds’ net expense ratios, the Trustees noted that the net expense ratio for each Fund was:

— higher than the median net expense ratio of its ETF peer funds (except for the net expense ratio of each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was equal to or less than the median net expense ratio of its ETF peer funds); and

— higher than the median net expense ratio of its open-end index peer funds (except for the net expense ratio of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio, PowerShares DWA Utilities Momentum Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Networking Portfolio, PowerShares Dynamic Semiconductors Portfolio, PowerShares Dynamic Software Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares High Yield Equity

68

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Dividend Achievers™ Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was lower than the median net expense ratio of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median net expense ratio of its open-end actively-managed peer funds.

The Trustees noted that a significant component of the non-advisory fee expenses was the license fees paid by the Funds, and noted those Funds for which license fees are included in the Funds’ Expense Caps.

The Board concluded that the advisory fee and expense ratio of each Fund (giving effect to the Fund’s Expense Cap) were reasonable and appropriate in light of the services provided.

In conjunction with their review of fees, the Trustees also considered information provided by the Adviser on the revenues received by the Adviser under the Investment Advisory Agreement for each Fund, as well as the fees waived and expenses reimbursed by the Adviser for the Funds. The Trustees reviewed information provided by the Adviser on its profitability, as well as any profits or losses realized by the Adviser from its relationship to each Fund. The Trustees concluded that the estimated profitability to the Adviser of the advisory services provided to any of the Funds was not unreasonable.

Economies of Scale and Whether Fee Levels Reflect These Economies of Scale. The Trustees reviewed the information provided by the Adviser as to the extent to which economies of scale are realized as each Fund grows and whether fee levels reflect economies of scale for the benefit of shareholders. The Trustees reviewed each Fund’s asset size, expense ratio and expense limitation agreed to by the Adviser. The Trustees noted that, for Funds whose expenses are higher than their respective Expense Caps, any reduction in that Fund’s expenses would be enjoyed by the Adviser, but that Fund shareholders benefit from the lower expense ratio as a result of the Fund’s Expense Cap. The Trustees also noted that the Excess Expense Agreement with the Trust provides that the Adviser is entitled to be reimbursed by each Fund, other than PowerShares Dynamic Market Portfolio and PowerShares DWA NASDAQ Momentum Portfolio, for fees waived or expenses absorbed pursuant to the Expense Cap for a period of three years from the date the fee or expense was incurred, provided that no reimbursement would be made that would result in a Fund exceeding its Expense Cap. The Trustees considered whether the advisory fee rate for each Fund was reasonable in relation to the asset size of that Fund, and concluded that the flat advisory fee was reasonable and appropriate, noting the Fund expenses the Adviser has borne as a result of the Expense Cap.

The Trustees noted that the Adviser had not identified any further benefits that it derived from its relationship with the Funds and had noted that it does not have any soft-dollar arrangements.

Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund.

69

(This Page Intentionally Left Blank)

Proxy Voting Policies and Procedures

A description of the Trust’s proxy voting policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available, without charge and upon request, by calling (800) 983-0903. This information is also available on the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov.

Information regarding how each Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request, by (i) calling (800) 983-0903; or (ii) accessing the Trust’s Form N-PX on the Commission’s website at www.sec.gov.

Quarterly Portfolios

The Trust files its complete schedule of portfolio holdings for the Funds with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

Frequency Distribution of Discounts and Premiums

A table showing the number of days the market price of each Fund’s shares was greater than the Fund’s net asset value, and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for the most recently completed calendar year, and the calendar quarters since that year end (or the life of the Fund, if shorter) may be found at the Fund’s website at www.invescopowershares.com.

©2014 Invesco PowerShares Capital Management LLC			P-PS-AR-2
3500 Lacey Road, Suite 700 Downers Grove, IL 60515
invescopowershares.com    800.983.0903		@PowerShares

April 30, 2014

2014 Annual Report to Shareholders

PWB	PowerShares Dynamic Large Cap Growth Portfolio
PWV	PowerShares Dynamic Large Cap Value Portfolio
PXLC	PowerShares Fundamental Pure Large Core Portfolio
PXLG	PowerShares Fundamental Pure Large Growth Portfolio
PXLV	PowerShares Fundamental Pure Large Value Portfolio
PXMC	PowerShares Fundamental Pure Mid Core Portfolio
PXMG	PowerShares Fundamental Pure Mid Growth Portfolio
PXMV	PowerShares Fundamental Pure Mid Value Portfolio
PXSC	PowerShares Fundamental Pure Small Core Portfolio
PXSG	PowerShares Fundamental Pure Small Growth Portfolio
PXSV	PowerShares Fundamental Pure Small Value Portfolio
PZI	PowerShares Zacks Micro Cap Portfolio

Table of Contents

The Market Environment	3
Manager’s Analysis	4
Fundamental Pure and Style Portfolios
Schedules of Investments
PowerShares Dynamic Large Cap Growth Portfolio (PWB)	40
PowerShares Dynamic Large Cap Value Portfolio (PWV)	41
PowerShares Fundamental Pure Large Core Portfolio (PXLC)	42
PowerShares Fundamental Pure Large Growth Portfolio (PXLG)	44
PowerShares Fundamental Pure Large Value Portfolio (PXLV)	45
PowerShares Fundamental Pure Mid Core Portfolio (PXMC)	47
PowerShares Fundamental Pure Mid Growth Portfolio (PXMG)	49
PowerShares Fundamental Pure Mid Value Portfolio (PXMV)	51
PowerShares Fundamental Pure Small Core Portfolio (PXSC)	54
PowerShares Fundamental Pure Small Growth Portfolio (PXSG)	59
PowerShares Fundamental Pure Small Value Portfolio (PXSV)	64
PowerShares Zacks Micro Cap Portfolio (PZI)	72
Statements of Assets and Liabilities	78
Statements of Operations	80
Statements of Changes in Net Assets	82
Financial Highlights	86
Notes to Financial Statements	92
Report of Independent Registered Public Accounting Firm	103
Fees and Expenses	104
Tax Information	106
Trustees and Officers	107
Board Considerations Regarding Continuation of Investment Advisory Agreement	112

2

The Market Environment

Domestic Equity

The U.S. equity market rose to multiyear or all-time highs during the fiscal year ended April 30, 2014.¹ Corporate earnings were resilient in the face of modest economic growth, driven by strong profitability across many sectors, and fundamentals for corporations and consumers remained relatively stable following significant recovery in prior years.

However, the fiscal year began with capital markets in the U.S. declining. In May and June 2013, equity and fixed income markets fell following then-U.S. Federal Reserve (the “Fed”) Chairman Ben Bernanke’s comments suggesting that the time was approaching to reduce, or “taper,” the size of its bond buying economic stimulus program. This sell-off was brief but broad, and few asset classes were immune. Markets stabilized in mid-summer and generally rose, with some brief interruptions, through the end of 2013. The Fed’s announcement in December that tapering of its bond purchases would begin in early 2014 had little effect on equities as the announcement was widely anticipated. After strong performance in the second half of 2013, the U.S. equity market turned volatile in the first four months of 2014 as investors worried that stocks may have risen too high, too fast in 2013. Adding to this investor uncertainty during 2014 was political upheaval in Ukraine and signs of economic sluggishness in the U.S. and China.

¹  Source: Reuters

3

PWB	Manager’s Analysis
	PowerShares Dynamic Large Cap Growth Portfolio (PWB)

As an index fund, the PowerShares Dynamic Large Cap Growth Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Large Cap Growth Intellidex^SM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of large capitalization companies that comprise the Index.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider selects 50 large capitalization U.S. growth stocks for inclusion in the Index principally on the basis of their capital appreciation potential. The Index Provider ranks the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ for investment potential using a proprietary model. The Index Provider segregates the universe of stocks into three size groups: large cap, mid cap and small cap. The Index Provider considers the 250 largest stocks to be large cap, it considers the next 750 stocks to be mid cap, and it considers the remaining 1,000 stocks to be small cap. The Index Provider divides large cap stocks into growth stocks and value stocks. The Index Provider bases a stock’s characterization as growth or value on a multi-factor methodology. The Index Provider then divides the large cap growth universe into two sub-groups based on market capitalization. The top quintile is one sub-group. The Index Provider includes 15 of the top-ranked relatively larger stocks in this sub-group, and they collectively receive 50% of the weight with each larger stock receiving approximately 3.3%. The bottom four quintiles are another sub-group. The Index Provider includes 35 of the top-ranked relatively smaller stocks in this sub-group, and they collectively receive 50% of the weight, with each smaller stock receiving approximately 1.4%. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 20.96%. On a net asset value (“NAV”) basis, the Fund returned 20.91%. During the same time period, the Index returned 21.66%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 1000^® Growth Index (the “Benchmark Index”) returned 20.66%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 576 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a benchmark composed of large cap growth stocks. The Benchmark Index was selected for its

recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the large cap growth market. The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a modified equal weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the consumer discretionary sector and most underweight the consumer staples sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to stock selection within the health care sector and the Fund’s allocation to the consumer staples sector.

For the fiscal year ended April 30, 2014, the consumer discretionary sector contributed most significantly to the Fund’s return, followed by the information technology and health care sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Gilead Sciences, Inc., a health care company (portfolio average weight of 3.37%) and MasterCard, Inc., Class A, an information technology company (portfolio average weight of 3.41%). Positions that detracted most significantly from the Fund’s return included Netflix, Inc., a consumer discretionary company (portfolio average weight of 0.19%); and NIKE, Inc., Class B, a consumer discretionary company (portfolio average weight of 1.27%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Consumer Discretionary	28.1
Financials	15.7
Information Technology	15.3
Industrials	15.0
Health Care	13.1
Energy	8.6
Consumer Staples	2.8
Materials	1.4
Money Market Fund Plus Other Assets Less Liabilities	0.0

4

PowerShares Dynamic Large Cap Growth Portfolio (PWB) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Berkshire Hathaway, Inc., Class B	3.9
Schlumberger Ltd.	3.8
Union Pacific Corp.	3.7
United Parcel Service, Inc., Class B	3.6
Honeywell International, Inc.	3.4
Walt Disney Co. (The)	3.4
Home Depot, Inc. (The)	3.4
Gilead Sciences, Inc.	3.3
MasterCard, Inc., Class A	3.3
NIKE, Inc., Class B	3.2
Total	35.0

5

PowerShares Dynamic Large Cap Growth Portfolio (PWB) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Large Cap Growth IntellidexSM Index		21.66	%		14.92	%		51.77	%		20.10	%		149.88	%		7.43	%		92.76	%
Russell 1000® Growth Index		20.66			13.37			45.73			19.47			143.35			8.19			105.69
Fund
NAV Return		20.91			14.19			48.91			19.28			141.42			6.71			81.34
Market Price Return		20.96			14.19			48.91			19.28			141.42			6.69			80.97

Fund Inception: March 3, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.59%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the

redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

6

PWV	Manager’s Analysis
	PowerShares Dynamic Large Cap Value Portfolio (PWV)

As an index fund, the PowerShares Dynamic Large Cap Value Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Large Cap Value Intellidex^SM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of large capitalization companies that comprise the Index.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider selects 50 large capitalization U.S. value stocks for inclusion in the Index principally on the basis of their capital appreciation potential. The Index Provider ranks the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ for investment potential using a proprietary model. The Index Provider segregates the universe of stocks into three size groups: large cap, mid cap and small cap. The Index Provider considers the 250 largest stocks to be large cap, it considers the next 750 stocks to be mid cap, and it considers the remaining 1,000 stocks to be small cap. The Index Provider divides large cap stocks into growth stocks and value stocks. The Index Provider bases a stock’s characterization as growth or value on a multi-factor methodology. The Index Provider then divides the large cap value universe into two sub-groups based on market capitalization. The top quintile is one sub-group. The Index Provider includes 15 of the top-ranked relatively larger stocks in this sub-group, and they collectively receive 50% of the weight with each larger stock receiving approximately 3.3%. The bottom four quintiles are another sub-group. The Index Provider includes 35 of the top-ranked relatively smaller stocks in this sub-group, and they collectively receive 50% of the weight, with each smaller stock receiving approximately 1.4%. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 19.35%. On a net asset value (“NAV”) basis, the Fund returned 19.48%. During the same time period, the Index returned 20.19%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 1000^® Value Index (the “Benchmark Index”) returned 20.90%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 698 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a benchmark similarly composed of large cap value stocks. The Benchmark Index was

selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the large cap value market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a modified equal weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the information technology sector and most underweight the utilities sector during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to stock selection in the information technology sector and the Fund’s overweighting in the telecommunication services sector.

For the fiscal year ended April 30, 2014, the financials sector contributed most significantly to the Fund’s return, followed by the health care and industrials sectors, respectively. Telecommunication services was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Wells Fargo & Co., a financials company (portfolio average weight of 3.37%) and Lockheed Martin Corp., an industrials company (portfolio average weight of 1.48%). Positions that detracted most significantly from the Fund’s return included Verizon Communications Inc., a telecommunication services company (No longer held at fiscal year-end); and American Electric Power Co., Inc., an utilities company (No longer held at fiscal year-end).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	23.6
Information Technology	21.4
Health Care	18.0
Energy	14.4
Consumer Staples	6.4
Industrials	5.6
Telecommunication Services	3.5
Utilities	3.0
Consumer Discretionary	2.7
Materials	1.4
Money Market Fund Plus Other Assets Less Liabilities	0.0

7

PowerShares Dynamic Large Cap Value Portfolio (PWV) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Apple, Inc.	3.6
AT&T, Inc.	3.6
Johnson & Johnson	3.5
Chevron Corp.	3.5
Intel Corp.	3.4
Wells Fargo & Co.	3.4
Wal-Mart Stores, Inc.	3.4
Exxon Mobil Corp.	3.4
International Business Machines Corp.	3.4
Cisco Systems, Inc.	3.4
Total	34.6

8

PowerShares Dynamic Large Cap Value Portfolio (PWV) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Large Cap Value IntellidexSM Index		20.19	%		16.55	%		58.31	%		20.46	%		153.65	%		10.70	%		153.81	%
Russell 1000® Value Index		20.90			14.16			48.77			19.52			143.92			6.74			81.69
Fund
NAV Return		19.48			15.80			55.27			19.64			145.14			9.95			138.46
Market Price Return		19.35			15.75			55.10			19.61			144.80			9.93			137.98

Fund Inception: March 3, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.59%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the

redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^† Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

9

PXLC	Manager’s Analysis
	PowerShares Fundamental Pure Large Core Portfolio (PXLC)

As an index fund, the PowerShares Fundamental Pure Large Core Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the RAFI^® Fundamental Large Core Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the component securities that comprise the Index.

Research Affiliates, LLC (the “Index Provider”) compiles the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the common stocks for inclusion in the Index from a universe of the 2,500 largest U.S. companies based on fundamental weight. The use of the word “Fundamental” in the Fund’s name reflects the fact that, in identifying common stocks, the Index Provider uses fundamental measures of company size, rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider uses the following fundamental measures to include common stocks in the Index: book value, cash flow, sales and dividends. The Index Provider calculates a composite fundamental weight for each common stock by equally weighting the above four fundamental measures. The Index Provider then ranks each common stock by its fundamental weight and, based on this ranking, divides the common stocks into three size groups: “large,” “mid” and “small.” The common stocks it ranks in the top 70% of the eligible universe 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 further divides the “large” size group into “growth,” “core” or “value” subsets based on fundamental measures. The Index is composed only of those common stocks that the Index Provider classifies as both “large” and “core” and weights them according to their composite fundamental weight. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 21.72%. On a net asset value (“NAV”) basis, the Fund returned 21.69%. During the same time period, the Blended - RAFI^® Fundamental Large Core Index returned 22.20%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 1000^® Index (the “Benchmark Index”) returned 20.81%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 1,000 securities. The Fund provided this new comparative benchmark to replace the Russell Top 200^® Index, the Fund’s previous benchmark index, because of its recognition in the market place and the fact that it is more representative of a large cap core style portfolio. The Fund provided this additional comparative benchmark to help

investors better understand how the investment results of the Fund compare to the performance of a large capitalization equity benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. large capitalization equity market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization. Relative to the Benchmark Index, the Fund was overweight in the health care, financials and consumer staples sectors. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to these sector allocations and the stocks’ positive performance.

For the fiscal year ended April 30, 2014, the financials sector contributed most significantly to the Fund’s return, followed by the health care and industrials sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Wells Fargo & Co., a financials company (No longer held at fiscal year-end) and Johnson & Johnson, a health care company (portfolio average weight of 5.52%). Positions that detracted most significantly from the Fund’s return included Prudential Financial, Inc., a financials company (portfolio average weight of 0.16%); and U.S. Bancorp, a financials company (portfolio average weight of 0.20%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	16.9
Industrials	16.6
Health Care	15.2
Consumer Staples	13.5
Consumer Discretionary	13.2
Information Technology	10.1
Energy	6.3
Materials	4.2
Utilities	4.0
Money Market Fund Plus Other Assets Less Liabilities	0.0

10

PowerShares Fundamental Pure Large Core Portfolio (PXLC) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Johnson & Johnson	5.8
Berkshire Hathaway, Inc., Class B	5.7
International Business Machines Corp.	4.3
Intel Corp.	4.1
PepsiCo, Inc.	3.0
Philip Morris International, Inc.	2.9
CVS Caremark Corp.	2.4
Ford Motor Co.	2.2
United Technologies Corp.	2.2
Home Depot, Inc. (The)	2.1
Total	34.7

11

PowerShares Fundamental Pure Large Core Portfolio (PXLC) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

Index	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
																Avg. Ann.†††			Cumulative
Blended - RAFI® Fundamental Large Core Index††		22.20	%		15.01	%		52.13	%		19.11	%		139.72	%		7.74	%		73.83	%
Russell 1000® Index		20.81			13.80			47.37			19.52			143.86			6.65			61.14
Russell Top 200® Index		20.61			14.11			48.59			18.59			134.57			6.19			56.05
Fund
NAV Return		21.69			14.52			50.21			18.46			133.24			7.11			66.32
Market Price Return		21.72			14.54			50.29			18.48			133.51			7.10			66.28

Fund Inception: December 1, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.80%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “5 Years” and “Fund Inception” performance for the RAFI^® Fundamental Large Core Index is not available because that Index did not commence calculation and publication until April 15, 2011. The Blended - RAFI^® Fundamental Large Core Index performance is comprised of the performance of the Dynamic Large Cap Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, June 16, 2011, followed by the performance of the Index starting from the conversion date through April 30, 2014.

^†††  Average annualized.

12

PXLG	Manager’s Analysis
	PowerShares Fundamental Pure Large Growth Portfolio (PXLG)

As an index fund, the PowerShares Fundamental Pure Large Growth Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the RAFI^® Fundamental Large Growth Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the component securities that comprise the Index.

Research Affiliates, LLC (the “Index Provider”) compiles the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the common stocks for inclusion in the Index from a universe of the 2,500 largest U.S. companies based on fundamental weight. The use of the word “Fundamental” in the Fund’s name reflects the fact that, in identifying common stocks, the Index Provider uses fundamental measures of company size, rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider uses the following fundamental measures to include common stocks in the Index: book value, cash flow, sales and dividends. The Index Provider calculates a composite fundamental weight for each common stock by equally weighting the above four fundamental measures. The Index Provider then ranks each common stock by its fundamental weight and, based on this ranking, divides the common stocks into three size groups: “large,” “mid” and “small.” The common stocks it ranks in the top 70% of the eligible universe 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 further divides the “large” size group into “growth,” “core” or “value” subsets based on fundamental measures. The Index is composed only of those common stocks that the Index Provider classifies as both “large” and “growth” and weights them according to their composite fundamental weight. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 20.59%. On a net asset value (“NAV”) basis, the Fund returned 20.54%. During the same time period, the Index returned 21.06%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 1000^® Growth Index (the “Benchmark Index”) returned 20.66%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 1,000 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar large cap growth benchmark. The Benchmark Index was selected for its recognition

in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. large capitalization equity growth market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the energy sector and most underweight in the consumer discretionary sector during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance (pre-expenses) relative to the Benchmark Index during the period can be attributed to these sector allocations.

For the fiscal year ended April 30, 2014, the information technology sector contributed most significantly to the Fund’s return, followed by the energy and health care sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Apple Inc. , an information technology company (portfolio average weight of 6.26%) and Microsoft Corp., an information technology company (portfolio average weight of 8.27%). Positions that detracted most significantly from the Fund’s return included Philip Morris International Inc., a consumer staples company (No longer held at fiscal year-end); and Annaly Capital Management, Inc., a financials company (No longer held at fiscal year-end).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Information Technology	35.1
Health Care	13.8
Energy	11.9
Financials	11.8
Consumer Discretionary	10.9
Consumer Staples	7.9
Industrials	3.6
Materials	3.0
Telecommunication Services	1.9
Money Market Fund Plus Other Assets Less Liabilities	0.1

13

PowerShares Fundamental Pure Large Growth Portfolio (PXLG) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Microsoft Corp.	8.5
Wells Fargo & Co.	8.2
Apple, Inc.	7.6
Merck & Co., Inc.	6.3
Coca-Cola Co. (The)	5.1
Comcast Corp., Class A	4.0
Cisco Systems, Inc.	3.3
Schlumberger Ltd.	3.3
Phillips 66	3.0
Oracle Corp.	2.9
Total	52.2

14

PowerShares Fundamental Pure Large Growth Portfolio (PXLG) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			Fund Inception†
Index				Avg. Ann.††			Cumulative
RAFI® Fundamental Large Growth Index		21.06	%		17.60	%		59.35	%
Russell 1000® Growth Index		20.66			16.98			56.90
Fund
NAV Return		20.54			17.14			57.58
Market Price Return		20.59			17.17			57.69

Fund Inception: June 16, 2011

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.79%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not

reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

15

PXLV	Manager’s Analysis
	PowerShares Fundamental Pure Large Value Portfolio (PXLV)

As an index fund, the PowerShares Fundamental Pure Large Value Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the RAFI^® Fundamental Large Value Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the component securities that compose the Index.

Research Affiliates, LLC (the “Index Provider”) compiles the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the common stocks for inclusion in the Index from a universe of the 2,500 largest U.S. companies based on fundamental weight. The use of the word “Fundamental” in the Fund’s name reflects the fact that, in identifying common stocks, the Index Provider uses fundamental measures of company size, rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider uses the following fundamental measures to include common stocks in the Index: book value, cash flow, sales and dividends. The Index Provider calculates a composite fundamental weight for each common stock by equally weighting the above four fundamental measures. The Index Provider then ranks each common stock by its fundamental weight and, based on this ranking, divides the common stocks into three size groups: “large,” “mid” and “small.” The common stocks it ranks in the top 70% of the eligible universe 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 further divides the “large” size group into “growth,” “core” or “value” subsets based on fundamental measures. The Index is composed only of those common stocks that the Index Provider classifies as both “large” and “value” and weights them according to their composite fundamental weight. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 19.23%. On a net asset value (“NAV”) basis, the Fund returned 19.27%. During the same time period, the Index returned 19.64%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 1000^® Value Index (the “Benchmark Index”) returned 20.90%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 1,000 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar large cap value benchmark. The Benchmark Index was selected for its recognition

in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. large cap value equity market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the telecommunication services sector and most underweight in the health care and information technology sectors during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocation weights.

For the fiscal year ended April 30, 2014, the financials sector contributed most significantly to the Fund’s return, followed by the industrials and energy sectors, respectively. Telecommunication services was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Bank of America Corp., a financials company (portfolio average weight of 6.03%) and Exxon Mobil Corp., an energy company (portfolio average weight of 8.09%). Positions that detracted most significantly from the Fund’s return included Verizon Communications Inc., a telecommunication services company (portfolio average weight of 3.67%); and FirstEnergy Corp., an utilities company (portfolio average weight of 0.47%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	23.3
Energy	21.9
Consumer Staples	12.3
Telecommunication Services	9.3
Health Care	8.3
Utilities	7.8
Industrials	7.3
Consumer Discretionary	4.3
Materials	3.0
Information Technology	2.5
Money Market Fund Plus Other Assets Less Liabilities	0.0

16

PowerShares Fundamental Pure Large Value Portfolio (PXLV) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Exxon Mobil Corp.	8.8
Chevron Corp.	6.0
AT&T, Inc.	5.8
General Electric Co.	5.1
JPMorgan Chase & Co.	4.5
Bank of America Corp.	4.2
Pfizer, Inc.	3.6
Verizon Communications, Inc.	3.4
Procter & Gamble Co. (The)	3.2
Citigroup, Inc.	3.2
Total	47.8

17

PowerShares Fundamental Pure Large Value Portfolio (PXLV) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			Fund Inception†
Index				Avg. Ann.††			Cumulative
RAFI® Fundamental Large Value Index		19.64	%		17.84	%		60.27	%
Russell 1000® Value Index		20.90			17.58			59.22
Fund
NAV Return		19.27			17.39			58.55
Market Price Return		19.23			17.44			58.74

Fund Inception: June 16, 2011

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 2.18%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not

reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

18

PXMC	Manager’s Analysis
	PowerShares Fundamental Pure Mid Core Portfolio (PXMC)

As an index fund, the PowerShares Fundamental Pure Mid Core Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the RAFI^® Fundamental Mid Core Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the component securities that comprise the Index.

Research Affiliates, LLC (the “Index Provider”) compiles the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the common stocks for inclusion in the Index from a universe of the 2,500 largest U.S. companies based on fundamental weight. The use of the word “Fundamental” in the Fund’s name reflects the fact that, in identifying common stocks, the Index Provider uses fundamental measures of company size, rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider uses the following fundamental measures to include common stocks in the Index: book value, cash flow, sales and dividends. The Index Provider calculates a composite fundamental weight for each common stock by equally weighting the above four fundamental measures. The Index Provider then ranks each common stock by its fundamental weight and, based on this ranking, divides the common stocks into three size groups: “large,” “mid” and “small.” The common stocks it ranks in the top 70% of the eligible universe 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 further divides the “large” size group into “growth,” “core” or “value” subsets based on fundamental measures. The Index is composed only of those common stocks that the Index Provider classifies as both “mid” and “core” and weights them according to their composite fundamental weight. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 20.73%. On a net asset value (“NAV”) basis, the Fund returned 20.85%. During the same time period, the Blended - RAFI^® Fundamental Mid Core Index returned 21.34%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell Midcap^® Index (the “Benchmark Index”) returned 21.25%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 800 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a broad based midcap benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful

measure for investors as a broad representation of the U.S. midcap equity market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the industrials sector and most underweight in the financials sector during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocation differences.

For the fiscal year ended April 30, 2014, the consumer discretionary sector contributed most significantly to the Fund’s return, followed by the industrials and information technology sectors, respectively. Energy was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Forest Laboratories, Inc., a health care company (portfolio average weight of 1.12%) and Goodyear Tire & Rubber Co., a consumer discretionary company (No longer held at fiscal year-end). Positions that detracted most significantly from the Fund’s return included Alpha Natural Resources, Inc., an energy company (No longer held at fiscal year-end); and Diamond Offshore Drilling, Inc., an energy company (No longer held at fiscal year-end).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	24.0
Industrials	15.6
Consumer Discretionary	14.5
Information Technology	12.8
Health Care	10.0
Materials	6.6
Energy	5.6
Utilities	5.3
Consumer Staples	4.8
Telecommunication Services	0.8
Money Market Fund Plus Other Assets Less Liabilities	0.0

19

PowerShares Fundamental Pure Mid Core Portfolio (PXMC) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
NRG Energy, Inc.	1.6
Ameriprise Financial, Inc.	1.5
Becton, Dickinson and Co.	1.4
Vornado Realty Trust	1.4
Northeast Utilities	1.4
Parker Hannifin Corp.	1.4
Equity Residential	1.4
Fluor Corp.	1.3
Charles Schwab Corp. (The)	1.3
Republic Services, Inc.	1.2
Total	13.9

20

PowerShares Fundamental Pure Mid Core Portfolio (PXMC) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended - RAFI® Fundamental Mid Core Index††		21.34	%		12.12	%		40.93	%		19.40	%		142.70	%		6.65	%		61.14	%
Russell Midcap® Index		21.25			13.05			44.49			21.87			168.84			7.83			74.92
Fund
NAV Return		20.85			11.62			39.07			18.70			135.66			6.02			54.22
Market Price Return		20.73			11.56			38.84			18.68			135.41			6.00			54.03

Fund Inception: December 1, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 1.00%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “5 Years” and “Fund Inception” performance for the RAFI^® Fundamental Mid Core Index is not available because that Index did not commence calculation and publication until April 15, 2011. The Blended - RAFI^® Fundamental Mid Core Index performance is comprised of the performance of the Dynamic Mid Cap Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, June 16, 2011, followed by the performance of the Index starting from the conversion date through April 30, 2014.

^†††  Average annualized.

21

PXMG	Manager’s Analysis
	PowerShares Fundamental Pure Mid Growth Portfolio (PXMG)

As an index fund, the PowerShares Fundamental Pure Mid Growth Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the RAFI^® Fundamental Mid Growth Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the component securities that comprise the Index.

Research Affiliates, LLC (the “Index Provider”) compiles the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the common stocks for inclusion in the Index from a universe of the 2,500 largest U.S. companies based on fundamental weight. The use of the word “Fundamental” in the Fund’s name reflects the fact that, in identifying common stocks, the Index Provider uses fundamental measures of company size, rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider uses the following fundamental measures to include common stocks in the Index: book value, cash flow, sales and dividends. The Index Provider calculates a composite fundamental weight for each common stock by equally weighting the above four fundamental measures. The Index Provider then ranks each common stock by its fundamental weight and, based on this ranking, divides the common stocks into three size groups: “large,” “mid” and “small.” The common stocks it ranks in the top 70% of the eligible universe 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 further divides the “large” size group into “growth,” “core” or “value” subsets based on fundamental measures. The Index is composed only of those common stocks that the Index Provider classifies as both “mid” and “growth” and weights them according to their composite fundamental weight. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 16.77%. On a net asset value (“NAV”) basis, the Fund returned 16.80%. During the same time period, the Blended - RAFI^® Fundamental Mid Growth Index returned 17.25%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell Midcap^® Growth Index (the “Benchmark Index”) returned 20.62%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 506 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a midcap growth benchmark. The Benchmark Index was selected for its recognition

in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. midcap growth equity market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the financials sector and most underweight in the consumer discretionary sector during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the Fund being underweight in the consumer discretionary sector and the stocks’ underperformance in the financials sector.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the energy and information technology sectors, respectively. Financials was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Western Digital Corp., an information technology company (portfolio average weight of 2.37%) and Actavis PLC, a health care company (portfolio average weight of 1.51%). Positions that detracted most significantly from the Fund’s return included Mosaic Co., a materials company (No longer held at fiscal year-end); and HCP, Inc., a financials company (portfolio average weight of 1.67%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	23.6
Information Technology	16.6
Energy	14.6
Consumer Discretionary	13.0
Industrials	11.1
Health Care	11.0
Materials	5.5
Consumer Staples	4.6
Money Market Fund Plus Other Assets Less Liabilities	(0.0)

22

PowerShares Fundamental Pure Mid Growth Portfolio (PXMG) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
HCP, Inc.	2.5
Western Digital Corp.	2.3
Ventas, Inc.	2.3
HollyFrontier Corp.	2.3
Prologis, Inc.	2.0
Stanley Black & Decker, Inc.	1.9
Health Care REIT, Inc.	1.9
Noble Energy, Inc.	1.9
Stryker Corp.	1.8
Cameron International Corp.	1.7
Total	20.6

23

PowerShares Fundamental Pure Mid Growth Portfolio (PXMG) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended - RAFI® Fundamental Mid Growth Index††		17.25	%		9.03	%		29.60	%		18.09	%		129.67	%		8.98	%		119.73	%
Russell Midcap® Growth Index		20.62			11.63			39.10			21.10			160.40			9.02			120.53
Fund
NAV Return		16.80			8.56			27.96			17.44			123.39			8.31			107.68
Market Price Return		16.77			8.53			27.83			17.45			123.49			8.28			107.20

Fund Inception: March 3, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.54%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “5 Years” and “Fund Inception” performance for the RAFI^® Fundamental Mid Growth Index is not available because that Index did not commence calculation and publication until April 15, 2011. The Blended - RAFI^® Fundamental Mid Growth Index performance is comprised of the performance of the Dynamic Mid Cap Growth Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, June 16, 2011, followed by the performance of the Index starting from the conversion date through April 30, 2014.

^†††  Average annualized.

24

PXMV	Manager’s Analysis
	PowerShares Fundamental Pure Mid Value Portfolio (PXMV)

As an index fund, the PowerShares Fundamental Pure Mid Value Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the RAFI^® Fundamental Mid Value Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the component securities that comprise the Index.

Research Affiliates, LLC (the “Index Provider”) compiles the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the common stocks for inclusion in the Index from a universe of the 2,500 largest U.S. companies based on fundamental weight. The use of the word “Fundamental” in the Fund’s name reflects the fact that, in identifying common stocks, the Index Provider uses fundamental measures of company size, rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider uses the following fundamental measures to include common stocks in the Index: book value, cash flow, sales and dividends. The Index Provider calculates a composite fundamental weight for each common stock by equally weighting the above four fundamental measures. The Index Provider then ranks each common stock by its fundamental weight and, based on this ranking, divides the common stocks into three size groups: “large,” “mid” and “small.” The common stocks it ranks in the top 70% of the eligible universe 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 further divides the “large” size group into “growth,” “core” or “value” subsets based on fundamental measures. The Index is composed only of those common stocks that the Index Provider classifies as both “mid” and “value” and weights them according to their composite fundamental weight. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 25.14%. On a net asset value (“NAV”) basis, the Fund returned 25.19%. During the same time period, the Blended - RAFI^® Fundamental Mid Value Index returned 25.68%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell Midcap^® Value Index (the “Benchmark Index”) returned 22.10%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 539 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a Midcap value benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure

for investors as a broad representation of the U.S. midcap value market.

The performance of the Fund differed from the Benchmark Index in part because the Fund employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the consumer discretionary sector and most underweight in the financials sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to the Fund’s overweight position in the consumer discretionary sector, as well as the performance of stocks in the consumer staples sector.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the financials and consumer discretionary sectors, respectively. Telecommunication services was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Rite Aid Corp., a consumer staples company (portfolio average weight of 1.02%) and Tyson Foods, Inc., Class A, a consumer staples company (portfolio average weight of 0.98%). Positions that detracted most significantly from the Fund’s return included NII Holdings, Inc., Class B, a telecommunication services company (No longer held at fiscal year-end); and J. C. Penney Co., Inc., a consumer discretionary company (portfolio average weight of 0.48%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	20.3
Consumer Discretionary	18.7
Industrials	15.9
Utilities	9.5
Information Technology	7.5
Consumer Staples	7.2
Energy	7.0
Materials	7.0
Health Care	4.6
Telecommunication Services	2.3
Money Market Fund Plus Other Assets Less Liabilities	0.0

25

PowerShares Fundamental Pure Mid Value Portfolio (PXMV) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Rite Aid Corp.	1.0
Tesoro Corp.	1.0
Whirlpool Corp.	1.0
Hertz Global Holdings, Inc.	1.0
Frontier Communications Corp.	1.0
J.C. Penney Co., Inc.	1.0
Windstream Holdings, Inc.	0.9
Tyson Foods, Inc., Class A	0.9
M&T Bank Corp.	0.9
L-3 Communications Holdings, Inc.	0.9
Total	9.6

26

PowerShares Fundamental Pure Mid Value Portfolio (PXMV) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended - RAFI® Fundamental Mid Value Index††		25.68	%		17.39	%		61.77	%		21.04	%		159.75	%		8.45	%		110.22	%
Russell Midcap® Value Index		22.10			14.41			49.76			22.61			177.09			9.11			122.16
Fund
NAV Return		25.19			16.88			59.65			20.28			151.73			7.73			97.82
Market Price Return		25.14			16.86			59.58			20.34			152.34			7.71			97.51

Fund Inception: March 3, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.82%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “5 Years” and “Fund Inception” performance for the RAFI^® Fundamental Mid Value Index is not available because that Index did not commence calculation and publication until April 15, 2011. The Blended - RAFI^® Fundamental Mid Value Index performance is comprised of the performance of the Dynamic Mid Cap Value Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, June 16, 2011, followed by the performance of the Index starting from the conversion date through April 30, 2014.

^†††  Average annualized.

27

PXSC	Manager’s Analysis
	PowerShares Fundamental Pure Small Core Portfolio (PXSC)

As an index fund, the PowerShares Fundamental Pure Small Core Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the RAFI^® Fundamental Small Core Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the component securities that comprise the Index.

Research Affiliates, LLC (the “Index Provider”) compiles the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the common stocks for inclusion in the Index from a universe of the 2,500 largest U.S. companies based on fundamental weight. The use of the word “Fundamental” in the Fund’s name reflects the fact that, in identifying common stocks, the Index Provider uses fundamental measures of company size, rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider uses the following fundamental measures to include common stocks in the Index: book value, cash flow, sales and dividends. The Index Provider calculates a composite fundamental weight for each common stock by equally weighting the above four fundamental measures. The Index Provider then ranks each common stock by its fundamental weight and, based on this ranking, divides the common stocks into three size groups: “large,” “mid” and “small.” The common stocks it ranks in the top 70% of the eligible universe 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 further divides the “large” size group into “growth,” “core” or “value” subsets based on fundamental measures. The Index is composed only of those common stocks that the Index Provider classifies as both “small” and “core” and weights them according to their composite fundamental weight. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 19.90%. On a net asset value (“NAV”) basis, the Fund returned 19.76%. During the same time period, the Blended - RAFI^® Fundamental Small Core Index returned 20.32%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 2000^® Index (the “Benchmark Index”) returned 20.50%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 2,000 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a broad-based small cap benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful

measure for investors as a broad representation of the U.S. small cap equity market.

The performance of the Fund differed from the Benchmark Index primarily due to fees and operating expenses that the Fund incurred during the period but also because the Fund tracks an index that employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the industrials sector and most underweight in the information technology sector during the fiscal year ended April 30, 2014. For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the information technology and consumer discretionary sectors, respectively. Utilities was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included GT Advanced Technologies Inc., an information technology company (No longer held at fiscal year-end) and TriQuint Semiconductor, Inc., an information technology company (portfolio average weight of 0.45%). Positions that detracted most significantly from the Fund’s return included Tower Group International Ltd., a financials company (No longer held at fiscal year-end); and Weight Watchers International, Inc., a consumer discretionary company (No longer held at fiscal year-end).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	21.3
Industrials	20.5
Consumer Discretionary	17.1
Information Technology	11.6
Health Care	8.9
Materials	6.2
Energy	5.8
Consumer Staples	5.7
Utilities	1.6
Telecommunication Services	1.3
Money Market Fund Plus Other Assets Less Liabilities	0.0

28

PowerShares Fundamental Pure Small Core Portfolio (PXSC) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Southwest Airlines Co.	0.7
Dresser-Rand Group, Inc.	0.7
Symetra Financial Corp.	0.7
Highwoods Properties, Inc.	0.7
AptarGroup, Inc.	0.7
Broadridge Financial Solutions, Inc.	0.7
Aqua America, Inc.	0.6
Susser Holdings Corp.	0.6
United Natural Foods, Inc.	0.6
IDEX Corp.	0.6
Total	6.6

29

PowerShares Fundamental Pure Small Core Portfolio (PXSC) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended - RAFI® Fundamental Small Core Index††		20.32	%		11.01	%		36.80	%		18.93	%		137.95	%		5.34	%		47.05	%
Russell 2000® Index		20.50			10.74			35.79			19.84			147.15			6.52			59.71
Fund
NAV Return		19.76			10.52			35.01			18.15			130.26			4.59			39.50
Market Price Return		19.90			10.50			34.92			18.19			130.65			4.59			39.46

Fund Inception: December 1, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 1.22%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “5 Years” and “Fund Inception” performance for the RAFI^® Fundamental Small Core Index is not available because that Index did not commence calculation and publication until April 15, 2011. The Blended - RAFI^® Fundamental Small Core Index performance is comprised of the performance of the Dynamic Small Cap Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, June 16, 2011, followed by the performance of the Index starting from the conversion date through April 30, 2014.

^†††  Average annualized.

30

PXSG	Manager’s Analysis
	PowerShares Fundamental Pure Small Growth Portfolio (PXSG)

As an index fund, the PowerShares Fundamental Pure Small Growth Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the RAFI^® Fundamental Small Growth Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the component securities that comprise the Index.

Research Affiliates, LLC (the “Index Provider”) compiles the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the common stocks for inclusion in the Index from a universe of the 2,500 largest U.S. companies based on fundamental weight. The use of the word “Fundamental” in the Fund’s name reflects the fact that, in identifying common stocks, the Index Provider uses fundamental measures of company size, rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider uses the following fundamental measures to include common stocks in the Index: book value, cash flow, sales and dividends. The Index Provider calculates a composite fundamental weight for each common stock by equally weighting the above four fundamental measures. The Index Provider then ranks each common stock by its fundamental weight and, based on this ranking, divides the common stocks into three size groups: “large,” “mid” and “small.” The common stocks it ranks in the top 70% of the eligible universe 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 further divides the “large” size group into “growth,” “core” or “value” subsets based on fundamental measures. The Index is composed only of those common stocks that the Index Provider classifies as both “small” and “growth” and weights them according to their composite fundamental weight. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 22.38%. On a net asset value (“NAV”) basis, the Fund returned 22.31%. During the same time period, the Blended - RAFI^® Fundamental Small Growth Index returned 22.79%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 2000^® Growth Index (the “Benchmark Index”) returned 21.46%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 1,188 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a small cap growth

benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. small cap growth market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index select and weight stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the financials sector and most underweight in the health care sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to the Fund’s overweight position in the financials sector.

For the fiscal year ended April 30, 2014, the information technology sector contributed most significantly to the Fund’s return, followed by the health care and financials sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Keurig Green Mountain, Inc., a consumer staples company (No longer held at fiscal year-end) and Skyworks Solutions, Inc., an information technology company (portfolio average weight of 0.84%). Positions that detracted most significantly from the Fund’s return included Hatteras Financial Corp., a financials company (No longer held at fiscal year-end); and Coeur Mining, Inc., a materials company (No longer held at fiscal year-end).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	26.4
Information Technology	21.8
Consumer Discretionary	13.3
Industrials	13.3
Health Care	11.0
Energy	6.3
Consumer Staples	3.3
Materials	3.2
Utilities	1.1
Telecommunication Services	0.2
Money Market Funds Plus Other Assets Less Liabilities	0.1

31

PowerShares Fundamental Pure Small Growth Portfolio (PXSG) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Skyworks Solutions, Inc.	1.1
Two Harbors Investment Corp.	1.0
Triumph Group, Inc.	0.9
ITC Holdings Corp.	0.9
Starwood Property Trust, Inc.	0.9
Kirby Corp.	0.9
Kilroy Realty Corp.	0.9
Nuance Communications, Inc.	0.9
Hancock Holding Co.	0.9
ResMed, Inc.	0.9
Total	9.3

32

PowerShares Fundamental Pure Small Growth Portfolio (PXSG) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended - RAFI® Fundamental Small Growth Index††		22.79	%		9.02	%		29.57	%		19.34	%		142.03	%		6.09	%		71.85	%
Russell 2000® Growth Index		21.46			10.33			34.29			20.50			154.04			8.49			110.92
Fund
NAV Return		22.31			8.53			27.84			18.50			133.64			5.42			62.20
Market Price Return		22.38			8.48			27.66			18.51			133.76			5.39			61.81

Fund Inception: March 3, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.94%, including acquired fund fees and expenses of 0.02%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “5 Years” and “Fund Inception” performance for the RAFI^® Fundamental Small Growth Index is not available because that Index did not commence calculation and publication until April 15, 2011. The Blended - RAFI^® Fundamental Small Growth Index performance is comprised of the performance of the Dynamic Small Cap Growth Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, June 16, 2011, followed by the performance of the Index starting from the conversion date through April 30, 2014.

^†††  Average annualized.

33

PXSV	Manager’s Analysis
	PowerShares Fundamental Pure Small Value Portfolio (PXSV)

As an index fund, the PowerShares Fundamental Pure Small Value Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the RAFI^® Fundamental Small Value Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the component securities that comprise the Index.

Research Affiliates, LLC (the “Index Provider”) compiles the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the common stocks for inclusion in the Index from a universe of the 2,500 largest U.S. companies based on fundamental weight. The use of the word “Fundamental” in the Fund’s name reflects the fact that, in identifying common stocks, the Index Provider uses fundamental measures of company size, rather than market capitalization (company share price multiplied by number of shares outstanding). The Index Provider uses the following fundamental measures to include common stocks in the Index: book value, cash flow, sales and dividends. The Index Provider calculates a composite fundamental weight for each common stock by equally weighting the above four fundamental measures. The Index Provider then ranks each common stock by its fundamental weight and, based on this ranking, divides the common stocks into three size groups: “large,” “mid” and “small.” The common stocks it ranks in the top 70% of the eligible universe 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 further divides the “large” size group into “growth,” “core” or “value” subsets based on fundamental measures. The Index is composed only of those common stocks that the Index Provider classifies as both “small” and “value” and weights them according to their composite fundamental weight. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 27.47%. On a net asset value (“NAV”) basis, the Fund returned 27.29%. During the same time period, the Blended - RAFI^® Fundamental Small Value Index returned 27.59%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 2000^® Value Index (the “Benchmark Index”) returned 19.61%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 1,400 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a small cap value benchmark. The Benchmark Index was selected for its recognition

in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. small cap value market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a fundamental weighting and stock selection methodology, whereas the Benchmark Index select and weight stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the consumer discretionary sector and most underweight in the financials sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to the Fund being overweight in the consumer discretionary and industrial sectors, as well as to the stocks that outperformed within these sectors.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the consumer discretionary and financials sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included SunEdison, Inc., an information technology company (portfolio average weight of 0.55%) and Zale Corp., a consumer discretionary company (portfolio average weight of 0.38%). Positions that detracted most significantly from the Fund’s return included Aeropostale, Inc., a consumer discretionary company (portfolio average weight of 0.19%); and RadioShack Corp., a consumer discretionary company (portfolio average weight of 0.02%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	23.9
Industrials	18.8
Consumer Discretionary	17.8
Information Technology	12.0
Materials	7.5
Utilities	6.1
Energy	5.7
Health Care	3.6
Consumer Staples	3.1
Telecommunication Services	1.4
Money Market Funds Plus Other Assets Less Liabilities	0.1

34

PowerShares Fundamental Pure Small Value Portfolio (PXSV) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Tutor Perini Corp.	0.5
Dynegy, Inc.	0.4
PNM Resources, Inc.	0.4
GATX Corp.	0.4
Group 1 Automotive, Inc.	0.4
Piedmont Natural Gas Co., Inc.	0.4
Dun & Bradstreet Corp. (The)	0.4
PacWest Bancorp	0.4
Cleco Corp.	0.4
Covanta Holding Corp.	0.4
Total	4.1

35

PowerShares Fundamental Pure Small Value Portfolio (PXSV) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended - RAFI® Fundamental Small Value Index††		27.59	%		15.16	%		52.74	%		21.15	%		160.93	%		7.63	%		96.05	%
Russell 2000® Value Index		19.61			11.16			37.37			19.13			139.91			7.08			87.10
Fund
NAV Return		27.29			14.80			51.31			20.46			153.65			6.96			85.16
Market Price Return		27.47			14.80			51.29			20.52			154.26			6.95			85.01

Fund Inception: March 3, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.70%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “5 Years” and “Fund Inception” performance for the RAFI^® Fundamental Small Value Index is not available because that Index did not commence calculation and publication until April 15, 2011. The Blended - RAFI^® Fundamental Small Value Index performance is comprised of the performance of the Dynamic Small Cap Value Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, June 16, 2011, followed by the performance of the Index starting from the conversion date through April 30, 2014.

^†††  Average annualized.

36

PZI	Manager’s Analysis
	PowerShares Zacks Micro Cap Portfolio (PZI)

As an index fund, the PowerShares Zacks Micro Cap Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Zacks Micro Cap Index^TM (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of micro capitalization companies that comprise the Index.

Zacks Investment Research (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider designs the selection methodology of the Index to identify companies with potentially superior risk-return profiles, as determined by the Index Provider. The objective of the Index is to actively represent a group of stocks that has the potential to outperform passive benchmark micro capitalization indices and other actively managed U.S. micro capitalization strategies. The Index constituent selection methodology utilizes a proprietary composite scoring system that measures companies on the basis of relative value and momentum, and is designed to be an effective, quantitative approach to selecting stocks with the greatest potential for capital appreciation from the micro capitalization subset of the domestic equity universe. The Index Provider selects U.S. stocks from a universe of 7,000 domestic companies. For the purpose of this constituent selection, the micro capitalization subset is defined relative to the entire investable universe of stocks, with the upper threshold equal to 0.15% of the capitalization of the largest capitalization domestic company at the time of selection and a minimum capitalization of approximately 0.015% of the largest capitalization domestic company at the time of selection. The Index Provider ranks and sorts each company from highest to lowest by each factor subset, then combines the rankings to establish a composite profile. A security may be an Index constituent only if it achieves a minimum threshold ranking on each factor. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 21.25%. On a net asset value (“NAV”) basis, the Fund returned 21.06%. During the same time period, the Index returned 20.44%. During the fiscal year, the Fund fully replicated the components of the Index. However, the Index does not take dividends into consideration when determining its total return, which is the primary cause of the Fund’s outperformance compared to the Index.

During this same time period, the Russell Microcap^® Index (the “Benchmark Index”) returned 25.50%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 1,515 securities. The Fund selected this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a micro-cap U.S. stock

benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a representation of the micro-cap segment of the U.S. market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a proprietary stock selection methodology that differs from the stock selection methodology of the Benchmark Index.

Relative to the Benchmark Index, the Fund was most overweight in the financials sector and most underweight in the health care sector during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the Fund’s concentration of stocks in the industrials sector, as well as its allocation to the health care sector and the performance of stocks in that sector.

For the fiscal year ended April 30, 2014, the financials sector contributed most significantly to the Fund’s return, followed by the consumer discretionary and industrials sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Canadian Solar Inc., an information technology company (No longer held at fiscal year-end) and Zale Corp., a consumer discretionary company (No longer held at fiscal year-end). Positions that detracted most significantly from the Fund’s return included Uni-Pixel, Inc., an information technology company (No longer held at fiscal year-end); and L & L Energy, Inc., an energy company (No longer held at fiscal year-end).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Financials	28.3
Industrials	16.1
Information Technology	15.6
Consumer Discretionary	14.4
Energy	9.4
Health Care	8.9
Consumer Staples	2.8
Materials	2.3
Telecommunication Services	1.4
Utilities	0.7
Money Market Fund Plus Other Assets Less Liabilities	0.1

37

PowerShares Zacks Micro Cap Portfolio (PZI) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Providence Service Corp. (The)	0.4
Alliance Fiber Optic Products, Inc.	0.3
China XD Plastics Co. Ltd.	0.3
Advantage Oil & Gas Ltd.	0.3
P.A.M. Transportation Services, Inc.	0.3
Adams Resources & Energy, Inc.	0.3
Repligen Corp.	0.3
Hill International, Inc.	0.3
Fuel Tech, Inc.	0.3
Gastar Exploration, Inc.	0.3
Total	3.1

38

PowerShares Zacks Micro Cap Portfolio (PZI) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Zacks Micro Cap IndexTM		20.44	%		9.68	%		31.94	%		15.49	%		105.50	%		1.42	%		13.05	%
Russell Microcap® Index		25.50			12.27			41.51			20.71			156.31			6.26			69.66
Fund
NAV Return		21.06			10.61			35.32			16.28			112.57			2.04			19.19
Market Price Return		21.25			10.62			35.35			16.26			112.44			2.02			18.95

Fund Inception: August 18, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 1.21%, including acquired fund fees and expenses of 0.23%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect

the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

39

Schedule of Investments^(a)

PowerShares Dynamic Large Cap Growth Portfolio (PWB)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—28.1%
	7,895	AutoZone, Inc.(b)	$	4,215,062
	63,398	CBS Corp., Class B		3,661,869
	72,278	DISH Network Corp., Class A(b)		4,109,727
	70,996	Dollar General Corp.(b)		4,007,014
	190,187	Hilton Worldwide Holdings, Inc.(b)		4,151,782
	120,969	Home Depot, Inc. (The)		9,618,245
	49,890	Las Vegas Sands Corp.		3,947,796
	85,006	Lowe’s Cos., Inc.		3,902,625
	43,378	Michael Kors Holdings Ltd.(b)		3,956,074
	9,545	Netflix, Inc.(b)		3,073,872
	126,732	NIKE, Inc., Class B		9,245,099
	7,357	Priceline Group, Inc. (The)(b)		8,517,567
	72,582	VF Corp.		4,434,034
	122,793	Walt Disney Co. (The)		9,742,397
	17,542	Wynn Resorts Ltd.		3,576,638
				80,159,801
		Consumer Staples—2.8%
	36,409	Costco Wholesale Corp.		4,211,793
	40,188	Hershey Co. (The)		3,867,693
				8,079,486
		Energy—8.6%
	97,432	Energy Transfer Equity LP		4,539,357
	44,916	EOG Resources, Inc.		4,401,768
	74,607	Halliburton Co.		4,705,464
	106,699	Schlumberger Ltd.		10,835,283
				24,481,872
		Financials—15.7%
	600,303	Bank of America Corp.		9,088,587
	85,706	Berkshire Hathaway, Inc., Class B(b)		11,043,218
	127,510	Blackstone Group LP (The)		3,765,370
	160,423	Charles Schwab Corp. (The)		4,259,231
	88,308	Marsh & McLennan Cos., Inc.		4,354,468
	53,385	McGraw-Hill Financial, Inc.		3,946,753
	138,079	Morgan Stanley		4,270,783
	127,214	TD Ameritrade Holding Corp.		4,058,127
				44,786,537
		Health Care—13.1%
	19,256	Actavis PLC(b)		3,934,579
	24,057	Alexion Pharmaceuticals, Inc.(b)		3,805,817
	29,132	Biogen Idec, Inc.(b)		8,364,380
	26,459	Celgene Corp.(b)		3,889,738
	119,858	Gilead Sciences, Inc.(b)		9,407,654
	24,023	McKesson Corp.		4,064,451
	34,147	Thermo Fisher Scientific, Inc.		3,892,758
				37,359,377
		Industrials—15.0%
	55,598	Danaher Corp.		4,079,781
	105,075	Honeywell International, Inc.		9,761,467
	16,493	Precision Castparts Corp.		4,174,213
	100,825	Tyco International Ltd.		4,123,743
	55,017	Union Pacific Corp.		10,476,887
	103,611	United Parcel Service, Inc., Class B		10,205,684
				42,821,775

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology—15.3%
	54,676	Automatic Data Processing, Inc.	$	4,262,541
	8,166	Google, Inc., Class A(b)		4,367,830
	8,166	Google, Inc., Class C(b)		4,300,706
	127,677	MasterCard, Inc., Class A		9,390,643
	72,595	TE Connectivity Ltd. (Switzerland)		4,281,653
	94,591	Texas Instruments, Inc.		4,299,161
	43,921	Visa, Inc., Class A		8,898,834
	109,978	Yahoo!, Inc.(b)		3,953,709
				43,755,077
		Materials—1.4%
	21,495	PPG Industries, Inc.		4,161,862
		Total Common Stocks and Other Equity Interests (Cost $262,240,732)		285,605,787
		Money Market Fund—0.0%
	134,194	Invesco Premier Portfolio—Institutional Class(c) (Cost $134,194)		134,194
		Total Investments (Cost $262,374,926)—100.0%		285,739,981
		Other assets less liabilities—(0.0)%		(65,423	)
		Net Assets—100.0%	$	285,674,558

Notes to Schedule of Investments:

^(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b) Non-income producing security.

^(c) The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

40

Schedule of Investments^(a)

PowerShares Dynamic Large Cap Value Portfolio (PWV)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Consumer Discretionary—2.7%
	140,767	DIRECTV(b)	$	10,923,519
	188,789	Macy’s, Inc.		10,842,152
				21,765,671
		Consumer Staples—6.4%
	269,051	Archer-Daniels-Midland Co.		11,765,600
	260,456	Kroger Co. (The)		11,991,394
	341,202	Wal-Mart Stores, Inc.		27,197,212
				50,954,206
		Energy—14.4%
	220,998	Chevron Corp.		27,739,669
	164,261	ConocoPhillips		12,206,235
	264,757	Exxon Mobil Corp.		27,113,764
	130,039	Marathon Petroleum Corp.		12,087,125
	113,174	Occidental Petroleum Corp.		10,836,411
	145,916	Phillips 66		12,143,130
	227,661	Valero Energy Corp.		13,015,379
				115,141,713
		Financials—23.6%
	111,609	ACE Ltd.		11,419,833
	170,462	Aflac, Inc.		10,691,377
	201,314	Allstate Corp. (The)		11,464,832
	219,476	American International Group, Inc.		11,660,760
	124,869	Chubb Corp. (The)		11,497,938
	524,119	Citigroup, Inc.		25,110,541
	190,371	Discover Financial Services		10,641,739
	503,501	Fifth Third Bancorp		10,377,156
	448,578	JPMorgan Chase & Co.		25,111,396
	215,577	MetLife, Inc.		11,285,456
	129,146	Prudential Financial, Inc.		10,419,499
	130,286	Travelers Cos., Inc. (The)		11,801,306
	549,071	Wells Fargo & Co.		27,255,884
				188,737,717
		Health Care—18.0%
	94,804	Becton, Dickinson and Co.		10,715,696
	152,713	Cardinal Health, Inc.		10,615,081
	137,243	Cigna Corp.		10,984,930
	145,047	Express Scripts Holding Co.(b)		9,657,229
	213,345	HCA Holdings, Inc.(b)		11,093,940
	276,686	Johnson & Johnson		28,025,525
	447,236	Merck & Co., Inc.		26,190,140
	793,770	Pfizer, Inc.		24,829,125
	120,582	WellPoint, Inc.		12,140,196
				144,251,862
		Industrials—5.6%
	328,924	Delta Air Lines, Inc.		12,114,271
	67,306	Lockheed Martin Corp.		11,047,607
	90,256	Northrop Grumman Corp.		10,967,006
	111,567	Raytheon Co.		10,652,417
				44,781,301
		Information Technology—21.4%
	564,520	Activision Blizzard, Inc.		11,296,045
	48,435	Apple, Inc.		28,581,009
	1,169,173	Cisco Systems, Inc.		27,019,588
	365,575	Hewlett-Packard Co.		12,085,910

Number of Shares			Value
		Common Stocks (continued)
		Information Technology (continued)
	1,029,398	Intel Corp.	$	27,474,633
	137,645	International Business Machines Corp.		27,043,113
	651,700	Oracle Corp.		26,641,496
	125,572	Western Digital Corp.		11,066,660
				171,208,454
		Materials—1.4%
	124,018	LyondellBasell Industries NV, Class A		11,471,665
		Telecommunication Services—3.5%
	798,244	AT&T, Inc.		28,497,311
		Utilities—3.0%
	119,527	NextEra Energy, Inc.		11,934,771
	297,969	Public Service Enterprise Group, Inc.		12,207,790
				24,142,561
		Total Common Stocks (Cost $689,070,060)		800,952,461
		Money Market Fund—0.0%
	78,211	Invesco Premier Portfolio—Institutional Class(c) (Cost $78,211)		78,211
		Total Investments (Cost $689,148,271)—100.0%		801,030,672
		Other assets less liabilities—0.0%		57,231
		Net Assets—100.0%	$	801,087,903

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

41

Schedule of Investments^(a)

PowerShares Fundamental Pure Large Core Portfolio (PXLC)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—13.2%
	3,277	CBS Corp., Class B	$	189,279
	4,231	DIRECTV(b)		328,326
	56,047	Ford Motor Co.		905,159
	24,748	General Motors Co.		853,311
	10,981	Home Depot, Inc. (The)		873,099
	6,845	Johnson Controls, Inc.		308,983
	3,540	L Brands, Inc.		191,868
	8,583	McDonald’s Corp.		870,145
	2,218	Omnicom Group, Inc.		150,114
	2,436	Time Warner Cable, Inc.		344,597
	12,070	Twenty-First Century Fox, Inc., Class A		386,481
				5,401,362
		Consumer Staples—13.5%
	13,504	Archer-Daniels-Midland Co.		590,530
	5,687	Colgate-Palmolive Co.		382,735
	13,244	CVS Caremark Corp.		963,104
	6,234	General Mills, Inc.		330,527
	3,850	Lorillard, Inc.		228,767
	14,406	PepsiCo, Inc.		1,237,331
	14,030	Philip Morris International, Inc.		1,198,583
	8,409	Walgreen Co.		570,971
				5,502,548
		Energy—6.3%
	4,205	Anadarko Petroleum Corp.		416,379
	5,277	Apache Corp.		458,044
	4,346	Marathon Petroleum Corp.		403,961
	8,354	Occidental Petroleum Corp.		799,896
	6,633	Spectra Energy Corp.		263,396
	5,096	Williams Cos., Inc. (The)		214,898
				2,556,574
		Financials—16.9%
	3,618	ACE Ltd.		370,194
	5,442	Aflac, Inc.		341,322
	6,912	American Express Co.		604,316
	29,181	Annaly Capital Management, Inc. REIT		337,041
	18,166	Berkshire Hathaway, Inc., Class B(b)		2,340,689
	7,783	Capital One Financial Corp.		575,164
	4,163	Marsh & McLennan Cos., Inc.		205,277
	6,484	PNC Financial Services Group, Inc. (The)		544,915
	7,073	Prudential Financial, Inc.		570,650
	3,914	State Street Corp.		252,688
	17,866	U.S. Bancorp		728,575
				6,870,831
		Health Care—15.2%
	6,091	AbbVie, Inc.		317,219
	4,291	Aetna, Inc.		306,592
	5,263	AmerisourceBergen Corp.		343,043
	4,280	Baxter International, Inc.		311,541
	12,913	Bristol-Myers Squibb Co.		646,812
	23,131	Johnson & Johnson		2,342,939
	3,337	McKesson Corp.		564,587
	8,540	Medtronic, Inc.		502,323
	11,321	UnitedHealth Group, Inc.		849,528
				6,184,584

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials—16.6%
	4,891	3M Co.	$	680,289
	5,194	Boeing Co. (The)		670,130
	7,079	Caterpillar, Inc.		746,126
	9,669	CSX Corp.		272,859
	4,076	Deere & Co.		380,454
	6,957	Emerson Electric Co.		474,328
	2,847	FedEx Corp.		387,904
	5,183	Honeywell International, Inc.		481,501
	3,804	Illinois Tool Works, Inc.		324,215
	2,512	Lockheed Martin Corp.		412,320
	3,071	Norfolk Southern Corp.		290,302
	3,042	PACCAR, Inc.		194,627
	5,798	United Parcel Service, Inc., Class B		571,103
	7,513	United Technologies Corp.		889,013
				6,775,171
		Information Technology—10.1%
	63,254	Intel Corp.		1,688,249
	8,900	International Business Machines Corp.		1,748,583
	6,619	Micron Technology, Inc.(b)		172,888
	7,409	Texas Instruments, Inc.		336,739
	4,784	Yahoo!, Inc.(b)		171,985
				4,118,444
		Materials—4.2%
	1,754	Air Products & Chemicals, Inc.		206,130
	8,504	E.I. du Pont de Nemours & Co.		572,489
	4,000	Mosaic Co. (The)		200,160
	11,602	Newmont Mining Corp.		288,078
	960	PPG Industries, Inc.		185,875
	1,932	Praxair, Inc.		252,223
				1,704,955
		Utilities—4.0%
	12,654	AES Corp. (The)		182,850
	9,367	Duke Energy Corp.		697,748
	4,552	NextEra Energy, Inc.		454,517
	9,043	PPL Corp.		301,494
				1,636,609
		Total Common Stocks and Other Equity Interests (Cost $34,991,806)		40,751,078
		Money Market Fund—0.1%
	40,900	Invesco Premier Portfolio—Institutional Class(c) (Cost $40,900)		40,900
		Total Investments (Cost $35,032,706)—100.1%		40,791,978
		Other assets less liabilities—(0.1)%		(21,582	)
		Net Assets—100.0%	$	40,770,396

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

42

PowerShares Fundamental Pure Large Core Portfolio (PXLC) (continued)

April 30, 2014

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b) Non-income producing security.

^(c) The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

43

Schedule of Investments^(a)

PowerShares Fundamental Pure Large Growth Portfolio (PXLG)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—99.9%
		Consumer Discretionary—10.9%
	3,134	Amazon.com, Inc.(b)	$	953,144
	81,752	Comcast Corp., Class A		4,231,484
	14,540	NIKE, Inc., Class B		1,060,693
	14,300	TJX Cos., Inc. (The)		831,974
	9,802	Viacom, Inc., Class B		832,974
	35,630	Walt Disney Co. (The)		2,826,884
	11,067	Yum! Brands, Inc.		852,048
				11,589,201
		Consumer Staples—7.9%
	132,194	Coca-Cola Co. (The)		5,392,193
	19,186	Costco Wholesale Corp.		2,219,436
	14,160	Kraft Foods Group, Inc.		805,138
				8,416,767
		Energy—11.9%
	18,600	Baker Hughes, Inc.		1,300,140
	10,340	EOG Resources, Inc.		1,013,320
	25,316	Halliburton Co.		1,596,680
	24,176	Kinder Morgan, Inc.		789,588
	16,426	National Oilwell Varco, Inc.		1,289,934
	38,152	Phillips 66		3,175,009
	34,632	Schlumberger Ltd.		3,516,880
				12,681,551
		Financials—11.8%
	3,310	BlackRock, Inc.		996,310
	14,372	CME Group, Inc.		1,011,645
	14,111	Discover Financial Services		788,805
	6,090	Simon Property Group, Inc. REIT		1,054,788
	174,735	Wells Fargo & Co.		8,673,845
				12,525,393
		Health Care—13.8%
	12,961	Amgen, Inc.		1,448,392
	10,682	Cigna Corp.		854,987
	13,882	Covidien PLC		989,093
	28,306	Express Scripts Holding Co.(b)		1,884,613
	11,885	Gilead Sciences, Inc.(b)		932,854
	10,082	Humana, Inc.		1,106,500
	114,399	Merck & Co., Inc.		6,699,205
	6,702	Thermo Fisher Scientific, Inc.		764,028
				14,679,672
		Industrials—3.6%
	5,059	Cummins, Inc.		763,150
	11,854	Danaher Corp.		869,847
	11,250	Union Pacific Corp.		2,142,337
				3,775,334
		Information Technology—35.1%
	15,302	Accenture PLC, Class A		1,227,526
	13,725	Apple, Inc.		8,098,985
	12,562	Automatic Data Processing, Inc.		979,333
	153,054	Cisco Systems, Inc.		3,537,078
	59,803	Corning, Inc.		1,250,481
	22,681	eBay, Inc.(b)		1,175,556
	66,303	EMC Corp.		1,710,617
	3,286	Google, Inc., Class A(b)		1,757,616

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	3,286	Google, Inc., Class C(b)	$	1,730,605
	224,524	Microsoft Corp.		9,070,770
	76,427	Oracle Corp.		3,124,336
	32,555	QUALCOMM, Inc.		2,562,404
	5,360	Visa, Inc., Class A		1,085,990
				37,311,297
		Materials—3.0%
	21,381	LyondellBasell Industries NV, Class A		1,977,743
	11,420	Monsanto Co.		1,264,194
				3,241,937
		Telecommunication Services—1.9%
	57,721	CenturyLink, Inc.		2,015,040
		Total Common Stocks and Other Equity Interests (Cost $89,766,423)		106,236,192
		Money Market Fund—0.1%
	122,837	Invesco Premier Portfolio—Institutional Class(c) (Cost $122,837)		122,837
		Total Investments (Cost $89,889,260)—100.0%		106,359,029
		Other assets less liabilities—(0.0)%		(37,305	)
		Net Assets—100.0%	$	106,321,724

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b) Non-income producing security.

^(c) The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

44

Schedule of Investments^(a)

PowerShares Fundamental Pure Large Value Portfolio (PXLV)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—4.3%
	2,265	Best Buy Co., Inc.	$	58,731
	1,266	Carnival Corp.		49,766
	711	Kohl’s Corp.		38,956
	2,311	Lowe’s Cos., Inc.		106,098
	979	Macy’s, Inc.		56,224
	3,709	Staples, Inc.		46,363
	2,491	Target Corp.		153,819
	1,888	Time Warner, Inc.		125,477
				635,434
		Consumer Staples—12.3%
	4,808	Altria Group, Inc.		192,849
	845	Bunge Ltd.		67,304
	1,369	ConAgra Foods, Inc.		41,768
	774	Kellogg Co.		51,727
	739	Kimberly-Clark Corp.		82,953
	2,649	Kroger Co. (The)		121,960
	5,282	Mondelez International, Inc., Class A		188,303
	5,665	Procter & Gamble Co. (The)		467,646
	840	Reynolds American, Inc.		47,401
	1,705	Safeway, Inc.		58,072
	2,013	Sysco Corp.		73,334
	5,168	Wal-Mart Stores, Inc.		411,941
				1,805,258
		Energy—21.9%
	1,916	Chesapeake Energy Corp.		55,085
	7,065	Chevron Corp.		886,799
	6,131	ConocoPhillips		455,595
	1,122	Devon Energy Corp.		78,540
	12,657	Exxon Mobil Corp.		1,296,203
	1,054	Hess Corp.		93,975
	3,308	Marathon Oil Corp.		119,584
	957	Murphy Oil Corp.		60,702
	2,864	Valero Energy Corp.		163,735
				3,210,218
		Financials—23.3%
	1,480	Allstate Corp. (The)		84,286
	4,052	American International Group, Inc.		215,283
	41,192	Bank of America Corp.		623,647
	3,206	Bank of New York Mellon Corp. (The)		108,587
	2,037	BB&T Corp.		76,041
	726	Chubb Corp. (The)		66,850
	9,752	Citigroup, Inc.		467,218
	2,185	Fifth Third Bancorp		45,033
	2,382	Genworth Financial, Inc., Class A(b)		42,519
	1,211	Goldman Sachs Group, Inc. (The)		193,542
	2,055	Hartford Financial Services Group, Inc. (The)		73,713
	11,898	JPMorgan Chase & Co.		666,050
	2,732	KeyCorp		37,264
	769	Lincoln National Corp.		37,304
	1,087	Loews Corp.		47,795
	2,808	MetLife, Inc.		146,999
	3,959	Morgan Stanley		122,452
	1,654	Progressive Corp. (The)		40,109
	4,448	Regions Financial Corp.		45,103

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	1,742	SunTrust Banks, Inc.	$	66,649
	1,471	Travelers Cos., Inc. (The)		133,243
	2,850	Weyerhaeuser Co. REIT		85,073
				3,424,760
		Health Care—8.3%
	5,211	Abbott Laboratories		201,874
	1,581	Cardinal Health, Inc.		109,895
	2,481	Eli Lilly & Co.		146,627
	2,028	HCA Holdings, Inc.(b)		105,456
	16,774	Pfizer, Inc.		524,691
	1,356	WellPoint, Inc.		136,522
				1,225,065
		Industrials—7.3%
	751	General Dynamics Corp.		82,197
	27,700	General Electric Co.		744,853
	623	Northrop Grumman Corp.		75,700
	710	Raytheon Co.		67,791
	1,098	Tyco International Ltd.		44,908
	1,362	Waste Management, Inc.		60,541
				1,075,990
		Information Technology—2.5%
	2,007	Applied Materials, Inc.		38,254
	280	Blackhawk Network Holdings, Inc., Class B(b)		6,448
	8,163	Hewlett-Packard Co.		269,869
	4,647	Xerox Corp.		56,182
				370,753
		Materials—3.0%
	5,060	Alcoa, Inc.		68,158
	2,928	Dow Chemical Co. (The)		146,107
	3,279	Freeport-McMoRan Copper & Gold, Inc.		112,699
	1,221	International Paper Co.		56,960
	1,022	Nucor Corp.		52,889
				436,813
		Telecommunication Services—9.3%
	24,047	AT&T, Inc.		858,478
	10,836	Verizon Communications, Inc.		506,366
				1,364,844
		Utilities—7.8%
	1,059	Ameren Corp.		43,747
	1,704	American Electric Power Co., Inc.		91,692
	1,460	CenterPoint Energy, Inc.		36,150
	1,206	Consolidated Edison, Inc.		69,984
	1,224	Dominion Resources, Inc.		88,789
	591	DTE Energy Co.		46,181
	1,106	Edison International		62,555
	957	Entergy Corp.		69,383
	4,427	Exelon Corp.		155,078
	2,512	FirstEnergy Corp.		84,780
	1,743	PG&E Corp.		79,446
	1,970	Public Service Enterprise Group, Inc.		80,711
	499	Sempra Energy		49,206
	2,908	Southern Co. (The)		133,274

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

45

PowerShares Fundamental Pure Large Value Portfolio (PXLV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Utilities (continued)
	1,730	Xcel Energy, Inc.	$	55,135
				1,146,111
		Total Common Stocks and Other Equity Interests (Cost $12,917,744)		14,695,246
		Money Market Fund—0.1%
	17,692	Invesco Premier Portfolio—Institutional Class(c) (Cost $17,692)		17,692
		Total Investments (Cost $12,935,436)—100.1%		14,712,938
		Other assets less liabilities—(0.1)%		(12,218	)
		Net Assets—100.0%	$	14,700,720

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b) Non-income producing security.

^(c) The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

46

Schedule of Investments^(a)

PowerShares Fundamental Pure Mid Core Portfolio (PXMC)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—14.5%
	1,133	Advance Auto Parts, Inc.	$	137,422
	457	AutoZone, Inc.(b)		243,988
	5,256	Bed Bath & Beyond, Inc.(b)		326,555
	3,015	BorgWarner, Inc.		187,352
	5,429	CarMax, Inc.(b)		237,682
	3,511	Cinemark Holdings, Inc.		103,996
	6,539	Dana Holding Corp.		138,431
	4,643	DISH Network Corp., Class A(b)		264,001
	6,168	Dollar General Corp.(b)		348,122
	1,653	Expedia, Inc.		117,346
	2,578	Family Dollar Stores, Inc.		151,457
	1,753	Hanesbrands, Inc.		143,904
	11,399	Interpublic Group of Cos., Inc. (The)		198,571
	2,254	Jarden Corp.(b)		128,816
	2,593	Lennar Corp., Class A		100,064
	2,245	Murphy USA, Inc.(b)		95,413
	4,105	Nordstrom, Inc.		251,554
	2,394	PetSmart, Inc.		162,026
	2,874	SeaWorld Entertainment, Inc.		86,392
	3,057	Starwood Hotels & Resorts Worldwide, Inc.		234,319
	1,845	Tiffany & Co.		161,419
	5,809	VF Corp.		354,872
	1,916	Williams-Sonoma, Inc.		120,363
	2,557	Wyndham Worldwide Corp.		182,416
				4,476,481
		Consumer Staples—4.8%
	2,328	Brown-Forman Corp., Class B		208,868
	1,557	Casey’s General Stores, Inc.		106,904
	1,804	Constellation Brands, Inc., Class A(b)		144,031
	1,916	Energizer Holdings, Inc.		213,998
	2,692	Hormel Foods Corp.		128,382
	2,577	Ingredion, Inc.		181,550
	3,361	J.M. Smucker Co. (The)		324,941
	2,479	McCormick & Co., Inc.		176,505
				1,485,179
		Energy—5.6%
	1,282	Cimarex Energy Co.		152,712
	6,376	CONSOL Energy, Inc.		283,796
	13,718	Denbury Resources, Inc.		230,737
	1,706	Energen Corp.		132,914
	6,085	Linn Co LLC		167,703
	1,563	Oil States International, Inc.(b)		151,830
	5,202	QEP Resources, Inc.		159,649
	16,026	SandRidge Energy, Inc.(b)		109,938
	6,325	Superior Energy Services, Inc.		208,219
	1,175	Targa Resources Corp.		126,888
				1,724,386
		Financials—24.0%
	1,688	Alexandria Real Estate Equities, Inc. REIT		124,608
	381	Alleghany Corp.(b)		155,440
	4,039	Ameriprise Financial, Inc.		450,873
	3,080	Arthur J. Gallagher & Co.		138,662
	5,012	BioMed Realty Trust, Inc. REIT		104,751
	2,660	Boston Properties, Inc. REIT		311,592

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	2,082	Camden Property Trust REIT	$	142,596
	5,067	CBRE Group, Inc., Class A(b)		134,985
	15,103	Charles Schwab Corp. (The)		400,985
	10,951	E*TRADE Financial Corp.(b)		245,850
	7,145	Equity Residential REIT		424,699
	1,119	Federal Realty Investment Trust REIT		131,527
	7,176	Fidelity National Financial, Inc., Class A		230,924
	4,498	First American Financial Corp.		119,647
	19,356	First Niagara Financial Group, Inc.		172,655
	7,176	Franklin Resources, Inc.		375,664
	13,606	General Growth Properties, Inc. REIT		312,530
	5,939	Hatteras Financial Corp. REIT		116,226
	10,042	Invesco Ltd.(c)		353,579
	830	Jones Lang LaSalle, Inc.		96,189
	1,829	LPL Financial Holdings, Inc.		86,603
	3,241	Macerich Co. (The) REIT		210,373
	252	Markel Corp.(b)		157,732
	17,577	MFA Financial, Inc. REIT		139,386
	3,541	NASDAQ OMX Group, Inc. (The)		130,663
	2,126	Public Storage REIT		373,134
	2,670	Raymond James Financial, Inc.		132,699
	3,427	Rayonier, Inc. REIT		154,558
	1,995	Reinsurance Group of America, Inc.		153,036
	1,789	SL Green Realty Corp. REIT		187,326
	13,817	SLM Corp.		355,788
	6,284	UDR, Inc. REIT		162,504
	4,316	Vornado Realty Trust REIT		442,822
	5,050	Voya Financial, Inc.		178,719
				7,409,325
		Health Care—10.0%
	2,876	Alere, Inc.(b)		96,058
	3,949	Becton, Dickinson and Co.		446,356
	1,076	C.R. Bard, Inc.		147,767
	1,743	Centene Corp.(b)		115,735
	6,854	Community Health Systems, Inc.(b)		259,698
	4,447	DaVita HealthCare Partners, Inc.(b)		308,177
	2,441	DENTSPLY International, Inc.		108,942
	2,702	Forest Laboratories, Inc.(b)		248,341
	1,928	Henry Schein, Inc.(b)		220,235
	5,886	Mylan, Inc.(b)		298,891
	2,826	Omnicare, Inc.		167,497
	5,198	Tenet Healthcare Corp.(b)		234,326
	1,826	Universal Health Services, Inc., Class B		149,349
	2,808	Zimmer Holdings, Inc.		271,814
				3,073,186
		Industrials—15.6%
	1,815	Alaska Air Group, Inc.		170,755
	948	Alliant Techsystems, Inc.		136,721
	4,836	C.H. Robinson Worldwide, Inc.		284,840
	1,363	Carlisle Cos., Inc.		112,107
	5,929	Delta Air Lines, Inc.		218,365
	3,993	Dover Corp.		344,995
	2,328	EMCOR Group, Inc.		107,065
	1,712	Equifax, Inc.		121,227
	4,226	Expeditors International of Washington, Inc.		174,280

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

47

PowerShares Fundamental Pure Mid Core Portfolio (PXMC) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	5,430	Fluor Corp.	$	411,051
	2,898	Fortune Brands Home & Security, Inc.		115,485
	1,018	Hubbell, Inc., Class B		119,839
	1,188	Huntington Ingalls Industries, Inc.		122,364
	4,910	Jacobs Engineering Group, Inc.(b)		283,307
	3,254	Joy Global, Inc.		196,477
	3,465	Parker Hannifin Corp.		439,639
	5,806	Quanta Services, Inc.(b)		204,836
	10,880	Republic Services, Inc.		381,779
	2,115	Rockwell Automation, Inc.		252,066
	1,185	Snap-on, Inc.		137,460
	4,554	URS Corp.		214,584
	1,019	W.W. Grainger, Inc.		259,234
				4,808,476
		Information Technology—12.8%
	427	Alliance Data Systems Corp.(b)		103,291
	2,950	Amdocs Ltd.		137,264
	5,651	Analog Devices, Inc.		289,840
	2,137	Autodesk, Inc.(b)		102,619
	12,218	Brocade Communications Systems, Inc.(b)		113,750
	7,563	CA, Inc.		227,949
	3,831	Electronic Arts, Inc.(b)		108,417
	4,548	Fiserv, Inc.(b)		276,427
	2,957	Harris Corp.		217,399
	10,357	Juniper Networks, Inc.(b)		255,714
	3,119	KLA-Tencor Corp.		199,585
	3,877	Lam Research Corp.(b)		223,354
	4,351	Microchip Technology, Inc.		206,846
	8,670	NVIDIA Corp.		160,135
	11,458	ON Semiconductor Corp.(b)		107,820
	7,359	Paychex, Inc.		307,680
	4,267	SanDisk Corp.		362,567
	2,669	Synopsys, Inc.(b)		100,408
	15,088	Western Union Co. (The)		239,447
	4,164	Xilinx, Inc.		196,499
				3,937,011
		Materials—6.6%
	1,434	Airgas, Inc.		152,377
	1,870	Albemarle Corp.		125,365
	3,275	Celanese Corp., Series A		201,183
	12,440	Cliffs Natural Resources, Inc.		220,437
	2,917	Eastman Chemical Co.		254,275
	9,600	Graphic Packaging Holding Co.(b)		98,496
	1,349	International Flavors & Fragrances, Inc.		132,903
	888	Martin Marietta Materials, Inc.		110,405
	1,552	Packaging Corp. of America		103,410
	1,589	Rockwood Holdings, Inc.		112,898
	5,288	Sealed Air Corp.		181,431
	1,173	Sherwin-Williams Co. (The)		234,412
	1,514	Valspar Corp. (The)		110,583
				2,038,175
		Telecommunication Services—0.8%
	3,444	Level 3 Communications, Inc.(b)		148,195
	12,724	Sprint Corp. (Japan)(b)		108,154
				256,349

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Utilities—5.3%
	3,829	AGL Resources, Inc.	$	206,766
	4,263	American Water Works Co., Inc.		194,094
	9,308	Northeast Utilities		439,896
	14,900	NRG Energy, Inc.		487,528
	6,425	Wisconsin Energy Corp.		311,484
				1,639,768
		Total Common Stocks and Other Equity Interests (Cost $27,028,971)		30,848,336
		Money Market Fund—0.2%
	68,566	Invesco Premier Portfolio—Institutional Class(d) (Cost $68,566)		68,566
		Total Investments (Cost $27,097,537)—100.2%		30,916,902
		Other assets less liabilities—(0.2)%		(49,755	)
		Net Assets—100.0%	$	30,867,147

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  Affiliated company. The Fund’s Adviser is a wholly-owned subsidiary of Invesco Ltd. and therefore, Invesco Ltd. is considered to be affiliated. See Note 4.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

48

Schedule of Investments^(a)

PowerShares Fundamental Pure Mid Growth Portfolio (PXMG)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—13.0%
	21,416	Coach, Inc.	$	956,224
	10,359	Dick’s Sporting Goods, Inc.		545,505
	12,534	Discovery Communications, Inc., Class A(b)		951,331
	16,879	Dollar Tree, Inc.(b)		878,889
	16,911	Las Vegas Sands Corp.		1,338,167
	15,545	Lear Corp.		1,291,168
	5,435	Liberty Media Corp., Class A(b)		704,974
	17,307	LKQ Corp.(b)		503,980
	5,792	O’Reilly Automotive, Inc.(b)		861,792
	5,528	PVH Corp.		694,151
	4,491	Ralph Lauren Corp.		679,803
	15,158	Ross Stores, Inc.		1,031,957
	7,124	Wynn Resorts Ltd.		1,452,512
				11,890,453
		Consumer Staples—4.6%
	9,250	Church & Dwight Co., Inc.		638,343
	11,004	Estee Lauder Cos., Inc. (The), Class A		798,560
	8,871	Hershey Co. (The)		853,745
	9,897	Mead Johnson Nutrition Co.		873,509
	21,543	Whole Foods Market, Inc.		1,070,687
				4,234,844
		Energy—14.6%
	23,962	Cameron International Corp.(b)		1,556,572
	5,644	Concho Resources, Inc.(b)		736,260
	8,066	EQT Corp.		879,113
	15,544	FMC Technologies, Inc.(b)		881,345
	8,050	Helmerich & Payne, Inc.		874,632
	39,303	HollyFrontier Corp.		2,066,945
	23,889	Noble Energy, Inc.		1,714,752
	6,232	Oceaneering International, Inc.		456,681
	16,579	PBF Energy, Inc., Class A		510,302
	4,793	Pioneer Natural Resources Co.		926,343
	5,371	Range Resources Corp.		485,807
	23,810	Southwestern Energy Co.(b)		1,140,023
	12,467	Whiting Petroleum Corp.(b)		919,067
	5,919	World Fuel Services Corp.		269,551
				13,417,393
		Financials—23.6%
	2,496	Affiliated Managers Group, Inc.(b)		494,707
	12,088	American Campus Communities, Inc. REIT		461,762
	66,903	American Capital Agency Corp. REIT		1,519,367
	11,276	American Tower Corp. REIT		941,771
	9,757	AvalonBay Communities, Inc. REIT		1,332,318
	11,159	Crown Castle International Corp. REIT		811,594
	49,885	CYS Investments, Inc. REIT		429,011
	15,286	Digital Realty Trust, Inc. REIT		816,272
	2,929	Essex Property Trust, Inc. REIT		507,479
	9,332	First Republic Bank		473,692
	55,073	HCP, Inc. REIT		2,305,356
	27,662	Health Care REIT, Inc.		1,745,196
	3,189	IntercontinentalExchange Group, Inc.		651,959
	25,020	Invesco Mortgage Capital, Inc. REIT(c)		417,084
	27,215	Leucadia National Corp.		694,527
	8,437	Moody’s Corp.		662,304

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	44,932	Prologis, Inc. REIT	$	1,825,587
	9,695	Realogy Holdings Corp.(b)		407,675
	11,057	Realty Income Corp. REIT		480,427
	26,309	Senior Housing Properties Trust REIT		617,472
	18,290	T. Rowe Price Group, Inc.		1,502,158
	13,415	TD Ameritrade Holding Corp.		427,939
	31,380	Ventas, Inc. REIT		2,073,590
				21,599,247
		Health Care—11.0%
	4,797	Actavis PLC(b)		980,171
	18,953	Agilent Technologies, Inc.		1,024,220
	15,519	Catamaran Corp.(b)		585,842
	9,947	Cerner Corp.(b)		510,281
	7,096	Endo International PLC(b)		446,658
	27,205	Hologic, Inc.(b)		570,897
	1,626	Intuitive Surgical, Inc.(b)		588,124
	7,399	MEDNAX, Inc.(b)		438,391
	18,861	St. Jude Medical, Inc.		1,197,108
	20,785	Stryker Corp.		1,616,034
	6,729	Varian Medical Systems, Inc.(b)		535,292
	4,153	Waters Corp.(b)		409,236
	38,251	Zoetis, Inc.		1,157,475
				10,059,729
		Industrials—11.1%
	11,499	AMETEK, Inc.		606,227
	6,947	B/E Aerospace, Inc.(b)		609,738
	15,848	Fastenal Co.		793,668
	9,667	Flowserve Corp.		706,174
	6,333	J.B. Hunt Transport Services, Inc.		481,941
	6,294	Kansas City Southern		634,939
	23,766	Nielsen Holdings NV		1,115,814
	6,676	Pall Corp.		561,785
	5,236	Roper Industries, Inc.		727,542
	20,335	Stanley Black & Decker, Inc.		1,746,573
	4,285	Towers Watson & Co., Class A		480,863
	2,493	TransDigm Group, Inc.		443,430
	17,035	United Continental Holdings, Inc.(b)		696,221
	14,308	Xylem, Inc.		537,838
				10,142,753
		Information Technology—16.6%
	58,458	Activision Blizzard, Inc.		1,169,745
	20,837	Adobe Systems, Inc.(b)		1,285,435
	7,798	Akamai Technologies, Inc.(b)		413,840
	20,593	Altera Corp.		669,684
	7,496	Amphenol Corp., Class A		714,744
	44,854	Broadcom Corp., Class A		1,381,952
	11,344	Citrix Systems, Inc.(b)		672,813
	25,131	Cognizant Technology Solutions Corp., Class A(b)		1,203,901
	2,769	Equinix, Inc.(b)		520,046
	22,729	Fidelity National Information Services, Inc.		1,214,410
	10,779	First Solar, Inc.(b)		727,475
	10,750	Intuit, Inc.		814,312
	16,267	Linear Technology Corp.		723,881
	28,461	NetApp, Inc.		1,013,496

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

49

PowerShares Fundamental Pure Mid Growth Portfolio (PXMG) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	12,338	Teradata Corp.(b)	$	560,885
	23,854	Western Digital Corp.		2,102,253
				15,188,872
		Materials—5.5%
	6,222	CF Industries Holdings, Inc.		1,525,448
	14,192	Ecolab, Inc.		1,485,051
	8,065	FMC Corp.		621,005
	7,089	Rock-Tenn Co., Class A		677,779
	7,425	Sigma-Aldrich Corp.		714,359
				5,023,642
		Total Common Stocks and Other Equity Interests (Cost $77,008,845)		91,556,933
		Money Market Fund—0.1%
	70,121	Invesco Premier Portfolio—Institutional Class(d) (Cost $70,121)		70,121
		Total Investments (Cost $77,078,966)—100.1%		91,627,054
		Other assets less liabilities—(0.1)%		(71,915	)
		Net Assets—100.0%	$	91,555,139

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  Affiliated company. The Fund’s Adviser is a wholly-owned subsidiary of Invesco Ltd. and therefore, Invesco Mortgage Capital, Inc. is considered to be affiliated. See Note 4.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

50

Schedule of Investments^(a)

PowerShares Fundamental Pure Mid Value Portfolio (PXMV)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—18.7%
	3,307	Abercrombie & Fitch Co., Class A	$	121,565
	8,839	American Eagle Outfitters, Inc.		102,179
	4,328	Apollo Education Group, Inc.(b)		124,906
	2,744	AutoNation, Inc.(b)		145,405
	3,876	Big Lots, Inc.(b)		153,102
	11,039	Cablevision Systems Corp., Class A		184,351
	4,261	Caesars Entertainment Corp.(b)(c)		78,701
	1,581	Charter Communications, Inc., Class A(b)		214,273
	6,428	CST Brands, Inc.		209,746
	4,914	D.R. Horton, Inc.		109,484
	4,714	Darden Restaurants, Inc.		234,333
	931	Dillard’s, Inc., Class A		91,173
	3,811	Foot Locker, Inc.		177,326
	4,715	GameStop Corp., Class A		187,091
	7,328	Gannett Co., Inc.		199,102
	5,373	Gap, Inc. (The)		211,159
	3,504	Genuine Parts Co.		305,268
	13,135	Goodyear Tire & Rubber Co. (The)		331,002
	137	Graham Holdings Co., Class B		91,959
	2,733	Guess?, Inc.		73,545
	5,438	H&R Block, Inc.		154,548
	3,250	Harley-Davidson, Inc.		240,305
	2,671	Hasbro, Inc.		147,599
	8,170	International Game Technology		102,534
	48,096	J.C. Penney Co., Inc.(b)(c)		409,778
	1,179	Lands’ End, Inc.(b)(c)		32,599
	4,484	Leggett & Platt, Inc.		147,344
	12,391	Liberty Interactive Corp., Class A(b)		360,082
	2,712	Marriott International, Inc., Class A		157,106
	8,015	Mattel, Inc.		314,308
	7,289	MGM Resorts International(b)		183,901
	1,093	Mohawk Industries, Inc.(b)		144,724
	5,631	Newell Rubbermaid, Inc.		169,549
	16,894	News Corp., Class A(b)		287,536
	70	NVR, Inc.(b)		75,390
	30,746	Office Depot, Inc.(b)		125,751
	4,144	Rent-A-Center, Inc.		121,046
	3,443	Royal Caribbean Cruises Ltd.		182,927
	3,918	Sears Holdings Corp.(b)(c)		171,648
	4,617	Service Corp. International		86,661
	1,956	Tenneco, Inc.(b)		117,106
	4,356	TRW Automotive Holdings Corp.(b)		350,005
	1,912	Visteon Corp.(b)		165,981
	2,708	Whirlpool Corp.		415,353
				8,009,451
		Consumer Staples—7.2%
	22,075	Avon Products, Inc.		337,306
	4,583	Campbell Soup Co.		208,481
	2,589	Clorox Co. (The)		234,822
	5,334	Coca-Cola Enterprises, Inc.		242,377
	14,288	Dean Foods Co.		226,322
	4,386	Dr Pepper Snapple Group, Inc.		243,072
	7,156	Hillshire Brands Co. (The)		255,112
	3,854	Molson Coors Brewing Co., Class B		231,124
	58,008	Rite Aid Corp.(b)		423,458
	39,791	SUPERVALU, Inc.(b)		278,139

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Staples (continued)
	9,559	Tyson Foods, Inc., Class A	$	401,191
				3,081,404
		Energy—7.0%
	39,516	Alpha Natural Resources, Inc.(b)(c)		169,919
	32,100	Arch Coal, Inc.(c)		147,018
	5,181	Diamond Offshore Drilling, Inc.(c)		282,934
	2,481	Exterran Holdings, Inc.		106,732
	13,642	McDermott International, Inc.(b)(c)		98,632
	5,851	Newfield Exploration Co.(b)		198,056
	5,113	ONEOK, Inc.		323,244
	3,768	Patterson-UTI Energy, Inc.		122,573
	16,133	Peabody Energy Corp.		306,688
	3,615	Rowan Cos. PLC, Class A		111,776
	1,048	SEACOR Holdings, Inc.(b)		87,393
	7,399	Tesoro Corp.		416,490
	1,850	Tidewater, Inc.		94,220
	1,704	Unit Corp.(b)		112,379
	2,498	Western Refining, Inc.(c)		108,663
	14,624	WPX Energy, Inc.(b)		311,199
				2,997,916
		Financials—20.3%
	6,869	American Capital Ltd.(b)		102,966
	2,750	American Financial Group, Inc.		160,683
	84	American National Insurance Co.		9,442
	3,639	Apartment Investment & Management Co., Class A REIT		112,190
	5,744	Associated Banc-Corp.		100,807
	3,581	Assurant, Inc.		241,395
	5,507	Brandywine Realty Trust REIT		80,127
	5,040	CBL & Associates Properties, Inc. REIT		91,577
	5,025	Cincinnati Financial Corp.		244,919
	4,680	CIT Group, Inc.		201,474
	8,372	CNO Financial Group, Inc.		144,417
	4,838	Columbia Property Trust, Inc. REIT		137,109
	4,920	Comerica, Inc.		237,341
	2,174	Commerce Bancshares, Inc.		94,526
	4,129	CommonWealth REIT		104,918
	1,279	Cullen/Frost Bankers, Inc.		97,728
	5,167	DDR Corp. REIT		88,717
	7,899	Duke Realty Corp. REIT		138,391
	3,971	Federated Investors, Inc., Class B(c)		113,332
	6,790	First Horizon National Corp.		78,017
	1,630	Hanover Insurance Group, Inc. (The)		95,274
	2,876	HCC Insurance Holdings, Inc.		132,123
	5,738	Hospitality Properties Trust REIT		172,427
	12,317	Host Hotels & Resorts, Inc. REIT		264,200
	23,068	Hudson City Bancorp, Inc.		229,757
	23,245	Huntington Bancshares, Inc.		212,924
	879	Kemper Corp.		34,641
	8,558	Kimco Realty Corp. REIT		196,149
	2,972	Legg Mason, Inc.		139,357
	3,756	Liberty Property Trust REIT		140,850
	3,218	M&T Bank Corp.		392,628
	4,702	Mack-Cali Realty Corp. REIT		95,780
	3,917	McGraw-Hill Financial, Inc.		289,584

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

51

PowerShares Fundamental Pure Mid Value Portfolio (PXMV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	18,156	New York Community Bancorp, Inc.	$	279,784
	5,004	Northern Trust Corp.		301,491
	9,420	Old Republic International Corp.		155,995
	13,441	People’s United Financial, Inc.		191,937
	5,712	PHH Corp.(b)		135,774
	7,425	Piedmont Office Realty Trust, Inc., Class A REIT		130,754
	3,828	Plum Creek Timber Co., Inc. REIT		166,901
	8,089	Principal Financial Group, Inc.		378,889
	3,023	Protective Life Corp.		154,626
	1,841	Regency Centers Corp. REIT		96,524
	6,508	Retail Properties of America, Inc., Class A REIT		93,195
	1,452	StanCorp Financial Group, Inc.		88,717
	26,110	Synovus Financial Corp.		83,813
	4,983	TCF Financial Corp.		78,233
	2,325	Torchmark Corp.		185,303
	10,000	Unum Group		332,200
	8,698	Valley National Bancorp		87,154
	3,743	W.R. Berkley Corp.		165,590
	2,773	Weingarten Realty Investors REIT		86,518
	10,753	XL Group PLC		337,107
	5,449	Zions Bancorp.		157,585
				8,663,860
		Health Care—4.6%
	27,462	Boston Scientific Corp.(b)		346,296
	4,965	CareFusion Corp.(b)		193,933
	6,715	Health Net, Inc.(b)		230,526
	3,660	Hospira, Inc.(b)		167,628
	3,694	Kindred Healthcare, Inc.		92,719
	2,217	Laboratory Corp. of America Holdings(b)		218,818
	2,091	LifePoint Hospitals, Inc.(b)		116,929
	3,378	Owens & Minor, Inc.		113,298
	4,653	Quest Diagnostics, Inc.		260,242
	852	Teleflex, Inc.		86,981
	1,968	WellCare Health Plans, Inc.(b)		132,781
				1,960,151
		Industrials—15.9%
	6,119	ADT Corp. (The)		185,039
	4,855	AECOM Technology Corp.(b)		157,399
	3,848	AGCO Corp.		214,334
	10,212	American Airlines Group, Inc.(b)		358,135
	2,207	Armstrong World Industries, Inc.(b)		116,000
	6,358	Avis Budget Group, Inc.(b)		334,367
	1,814	Cintas Corp.		106,899
	2,344	Con-way, Inc.		99,573
	6,511	Exelis, Inc.		120,714
	3,824	General Cable Corp.		97,971
	3,407	Harsco Corp.		81,529
	14,502	Hertz Global Holdings, Inc.(b)		412,872
	6,371	Ingersoll-Rand PLC		380,986
	4,500	Iron Mountain, Inc.		127,980
	3,733	ITT Corp.		161,042
	12,400	JetBlue Airways Corp.(b)		98,022
	5,625	KBR, Inc.		142,706
	1,852	Kennametal, Inc.		86,544

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	3,339	L-3 Communications Holdings, Inc.	$	385,220
	3,514	Manpowergroup, Inc.		285,829
	7,727	Masco Corp.		155,235
	3,870	MRC Global, Inc.(b)		112,965
	3,955	Navistar International Corp.(b)		150,013
	2,588	Oshkosh Corp.		143,660
	3,732	Owens Corning		152,452
	9,314	Pitney Bowes, Inc.		249,615
	14,117	R.R. Donnelley & Sons Co.		248,459
	2,186	Robert Half International, Inc.		97,933
	2,256	Rockwell Collins, Inc.		175,178
	2,329	Ryder System, Inc.		191,397
	3,456	Spirit Aerosystems Holdings, Inc., Class A(b)		103,784
	1,131	SPX Corp.		115,181
	2,915	Terex Corp.		126,190
	6,798	Textron, Inc.		278,038
	2,182	Timken Co. (The)		137,641
	1,662	Trinity Industries, Inc.		124,750
	1,666	United Rentals, Inc.(b)		156,321
	1,447	WESCO International, Inc.(b)		127,018
				6,798,991
		Information Technology—7.5%
	25,909	Advanced Micro Devices, Inc.(b)(c)		105,968
	890	Anixter International, Inc.		87,202
	3,859	AOL, Inc.(b)		165,204
	4,944	Arrow Electronics, Inc.(b)		280,572
	3,491	Booz Allen Hamilton Holding Corp.		81,131
	1,102	CACI International, Inc., Class A(b)		76,754
	5,361	Computer Sciences Corp.		317,264
	3,233	CoreLogic, Inc.(b)		90,621
	1,458	Insight Enterprises, Inc.(b)		38,083
	11,146	Jabil Circuit, Inc.		192,380
	4,255	Leidos Holdings, Inc.		158,456
	2,275	Lexmark International, Inc., Class A		97,825
	6,120	Maxim Integrated Products, Inc.		198,533
	3,826	Motorola Solutions, Inc.		243,257
	3,366	NCR Corp.(b)		102,697
	6,673	Sanmina Corp.(b)		135,128
	2,189	Science Applications International Corp.		85,371
	15,430	Symantec Corp.		312,920
	1,448	SYNNEX Corp.(b)		97,566
	1,684	Tech Data Corp.(b)		105,233
	2,706	Total System Services, Inc.		85,970
	2,821	Unisys Corp.(b)		68,748
	6,068	Vishay Intertechnology, Inc.		86,287
				3,213,170
		Materials—7.0%
	4,141	Allegheny Technologies, Inc.		170,609
	1,832	Ashland, Inc.		176,971
	3,314	Avery Dennison Corp.		161,259
	2,960	Ball Corp.		166,322
	3,436	Bemis Co., Inc.		138,265
	1,613	Cabot Corp.		93,231
	6,298	Commercial Metals Co.		120,922
	4,016	Crown Holdings, Inc.(b)		189,435

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

52

PowerShares Fundamental Pure Mid Value Portfolio (PXMV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Materials (continued)
	7,300	Huntsman Corp.	$	182,865
	5,833	MeadWestvaco Corp.		227,895
	5,875	Owens-Illinois, Inc.(b)		186,707
	2,266	Reliance Steel & Aluminum Co.		160,478
	2,910	RPM International, Inc.		124,141
	3,194	Sonoco Products Co.		134,404
	5,269	Southern Copper Corp. (Mexico)		158,808
	8,872	Steel Dynamics, Inc.		162,091
	10,339	United States Steel Corp.(c)		269,021
	2,384	Vulcan Materials Co.		153,840
				2,977,264
		Telecommunication Services—2.3%
	68,943	Frontier Communications Corp.		410,211
	5,615	Telephone & Data Systems, Inc.		152,672
	44,746	Windstream Holdings, Inc.(c)		405,846
				968,729
		Utilities—9.5%
	3,634	Alliant Energy Corp.		212,516
	3,015	Atmos Energy Corp.		153,886
	12,455	Calpine Corp.(b)		285,593
	8,869	CMS Energy Corp.		268,819
	6,157	Great Plains Energy, Inc.		165,192
	3,210	Hawaiian Electric Industries, Inc.		77,008
	2,937	Integrys Energy Group, Inc.		179,979
	4,232	MDU Resources Group, Inc.		149,897
	1,631	National Fuel Gas Co.		120,107
	9,296	NiSource, Inc.		337,631
	5,020	OGE Energy Corp.		187,397
	13,980	Pepco Holdings, Inc.		374,105
	4,508	Pinnacle West Capital Corp.		252,223
	3,134	Portland General Electric Co.		104,895
	4,672	Questar Corp.		113,436
	4,870	SCANA Corp.		261,422
	1,046	Southwest Gas Corp.		57,540
	10,808	TECO Energy, Inc.		194,112
	3,931	UGI Corp.		183,538
	2,364	Vectren Corp.		95,908
	4,588	Westar Energy, Inc.		164,617
	2,463	WGL Holdings, Inc.		98,003
				4,037,824
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $35,443,864)—100.0%		42,708,760
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—4.2%
	1,785,849	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $1,785,849)		1,785,849
		Total Investments (Cost $37,229,713)—104.2%		44,494,609
		Other assets less liabilities—(4.2)%		(1,785,644	)
		Net Assets—100.0%	$	42,708,965

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman	$	1,741,934	$	(1,741,934	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

53

Schedule of Investments^(a)

PowerShares Fundamental Pure Small Core Portfolio (PXSC)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—17.1%
	2,950	Aaron’s, Inc.	$	86,936
	265	America’s Car-Mart, Inc.(b)		9,577
	3,868	Ascena Retail Group, Inc.(b)		66,530
	567	Bally Technologies, Inc.(b)		36,917
	599	BJ’s Restaurants, Inc.(b)		17,101
	1,435	Bloomin’ Brands, Inc.(b)		30,594
	671	Bravo Brio Restaurant Group, Inc.(b)		10,045
	345	Bright Horizons Family Solutions, Inc.(b)		14,069
	1,447	Buckle, Inc. (The)		67,995
	1,012	Cabela’s, Inc.(b)		66,397
	228	Capella Education Co.		13,306
	303	Carriage Services, Inc.		4,875
	1,033	Carter’s, Inc.		76,091
	860	Cheesecake Factory, Inc. (The)		38,605
	3,875	Chico’s FAS, Inc.		61,535
	910	Choice Hotels International, Inc.		40,204
	193	Collectors Universe, Inc.		4,532
	367	Conn’s, Inc.(b)		16,232
	141	Container Store Group, Inc. (The)(b)		3,890
	833	Core-Mark Holding Co., Inc.		67,090
	578	Cracker Barrel Old Country Store, Inc.		54,760
	237	Culp, Inc.		4,278
	1,671	DeVry Education Group, Inc.		75,245
	450	DineEquity, Inc.		34,114
	685	Domino’s Pizza, Inc.		50,950
	375	Drew Industries, Inc.		18,870
	893	Entravision Communications Corp., Class A		4,742
	319	Extended Stay America, Inc.		6,874
	239	Fiesta Restaurant Group, Inc.(b)		8,750
	1,420	Finish Line, Inc. (The), Class A		39,093
	829	Genesco, Inc.(b)		63,311
	2,272	Gentex Corp.		65,138
	1,602	Hillenbrand, Inc.		48,701
	614	Houghton Mifflin Harcourt Co.(b)		12,544
	652	HSN, Inc.		37,842
	529	Interval Leisure Group, Inc.		13,632
	364	Jamba, Inc.(b)		4,026
	759	Jos. A. Bank Clothiers, Inc.(b)		48,993
	555	Kirkland’s, Inc.(b)		9,496
	971	La-Z-Boy, Inc.		23,527
	2,207	LeapFrog Enterprises, Inc.(b)		15,118
	1,307	Life Time Fitness, Inc.(b)		62,736
	493	LIN Media LLC, Class A(b)		11,551
	4,243	Live Nation Entertainment, Inc.(b)		88,594
	867	Madison Square Garden Co. (The), Class A(b)		47,338
	448	MDC Partners, Inc., Class A		10,940
	160	Motorcar Parts of America, Inc.(b)		4,390
	325	Movado Group, Inc.		12,766
	312	Multimedia Games Holding Co., Inc.(b)		9,110
	1,850	National CineMedia, Inc.		28,102
	1,538	Norwegian Cruise Line Holdings Ltd.(b)		50,400
	815	Outerwall, Inc.(b)		56,520
	552	Overstock.com, Inc.(b)		8,843
	261	Oxford Industries, Inc.		17,229
	488	Papa John’s International, Inc.		21,404
	736	Pool Corp.		43,439

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	4,376	PulteGroup, Inc.	$	80,475
	411	Remy International, Inc.		10,900
	2,911	Sally Beauty Holdings, Inc.(b)		79,791
	1,137	Select Comfort Corp.(b)		20,921
	503	Shoe Carnival, Inc.		11,489
	1,289	Sinclair Broadcast Group, Inc., Class A		34,455
	608	Skullcandy, Inc.(b)		4,682
	1,070	Sotheby’s		45,004
	578	Standard Motor Products, Inc.		21,958
	2,169	Standard Pacific Corp.(b)		17,330
	1,465	Starz, Class A(b)		47,276
	91	Strattec Security Corp.		6,080
	777	Taylor Morrison Home Corp., Class A(b)		16,480
	384	Tilly’s, Inc., Class A(b)		4,339
	1,038	Tupperware Brands Corp.		88,137
	386	Universal Electronics, Inc.(b)		14,417
	2,224	Urban Outfitters, Inc.(b)		79,297
	587	Vail Resorts, Inc.		40,638
	1,799	Wolverine World Wide, Inc.		50,552
	662	Zumiez, Inc.(b)		16,186
				2,536,294
		Consumer Staples—5.7%
	1,143	Andersons, Inc. (The)		71,198
	1,264	B&G Foods, Inc.		41,459
	340	Calavo Growers, Inc.		10,571
	690	Diamond Foods, Inc.(b)		21,093
	4,198	Flowers Foods, Inc.		86,143
	720	Fresh Market, Inc. (The)(b)		26,712
	2,397	Harbinger Group, Inc.(b)		27,949
	237	J & J Snack Foods Corp.		22,183
	398	Lancaster Colony Corp.		37,762
	322	Nature’s Sunshine Products, Inc.		4,302
	1,286	Pinnacle Foods, Inc.		39,094
	526	Sanderson Farms, Inc.		43,274
	8	Seaboard Corp.(b)		19,504
	1,661	Snyders-Lance, Inc.		44,116
	1,191	Susser Holdings Corp.(b)		92,160
	390	Tootsie Roll Industries, Inc.		10,994
	1,016	TreeHouse Foods, Inc.(b)		76,037
	1,334	United Natural Foods, Inc.(b)		92,086
	124	USANA Health Sciences, Inc.(b)		8,415
	2,271	WhiteWave Foods Co. (The), Class A(b)		62,884
				837,936
		Energy—5.8%
	1,674	Atwood Oceanics, Inc.(b)		82,963
	843	Bristow Group, Inc.		64,742
	166	Clayton Williams Energy, Inc.(b)		23,984
	2,255	Delek US Holdings, Inc. (Israel)		72,137
	1,690	Dresser-Rand Group, Inc.(b)		102,144
	454	Dril-Quip, Inc.(b)		51,356
	955	EPL Oil & Gas, Inc.(b)		37,379
	526	Era Group, Inc.(b)		15,017
	674	Goodrich Petroleum Corp.(b)		16,951
	1,475	Green Plains Renewable Energy, Inc.		44,102
	760	Gulfmark Offshore, Inc., Class A		34,208

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

54

PowerShares Fundamental Pure Small Core Portfolio (PXSC) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Energy (continued)
	514	Hallador Energy Co.	$	4,708
	543	Matrix Service Co.(b)		16,817
	2,132	Midstates Petroleum Co., Inc.(b)		12,579
	248	Natural Gas Services Group, Inc.(b)		7,611
	802	Nuverra Environmental Solutions, Inc.(b)		13,642
	116	Panhandle Oil and Gas, Inc., Class A		5,087
	665	PDC Energy, Inc.(b)		42,341
	214	REX American Resources Corp.(b)		13,987
	955	Rosetta Resources, Inc.(b)		45,210
	847	SemGroup Corp., Class A		54,106
	857	SM Energy Co.		63,529
	642	TGC Industries, Inc.(b)		3,249
	9,127	Vantage Drilling Co.(b)		15,242
	500	Westmoreland Coal Co.(b)		14,805
				857,896
		Financials—21.3%
	1,169	Acadia Realty Trust REIT		31,715
	258	Access National Corp.		3,805
	320	Agree Realty Corp. REIT		9,558
	53	Alexander’s, Inc. REIT		18,325
	3,502	American Capital Mortgage Investment Corp. REIT		69,340
	3,008	American Equity Investment Life Holding Co.		70,147
	402	Amreit, Inc., Class B REIT		6,697
	1,963	Apollo Residential Mortgage, Inc. REIT		31,702
	393	Arlington Asset Investment Corp., Class A		10,395
	64	Artisan Partners Asset Management, Inc., Class A		3,716
	346	Banc of California, Inc.		4,349
	588	Bancorp, Inc. (The)(b)		9,302
	155	Bank of Kentucky Financial Corp. (The)		5,349
	149	Bank of Marin Bancorp		6,766
	2,163	BankUnited, Inc.		71,357
	839	Berkshire Hills Bancorp, Inc.		19,658
	4,245	BGC Partners, Inc., Class A		30,437
	255	Bridge Bancorp, Inc.		6,202
	163	Bridge Capital Holdings(b)		3,651
	2,505	Brown & Brown, Inc.		74,599
	309	Bryn Mawr Bank Corp.		8,429
	87	BSB Bancorp, Inc.(b)		1,518
	241	Center Bancorp, Inc.		4,461
	685	Centerstate Banks, Inc.		7,514
	294	CNB Financial Corp.		4,857
	1,170	Community Bank System, Inc.		43,512
	2,380	Corrections Corp. of America REIT		78,064
	3,240	Cowen Group, Inc., Class A(b)		13,316
	2,000	CubeSmart REIT		37,200
	73	Diamond Hill Investment Group Inc.		8,667
	2,560	East West Bancorp, Inc.		88,346
	637	EastGroup Properties, Inc. REIT		40,290
	2,280	Eaton Vance Corp.		82,240
	2,770	Education Realty Trust, Inc. REIT		28,254
	160	eHealth, Inc.(b)		6,702
	547	Empire State Realty Trust, Inc., Class A REIT		8,369
	1,628	Equity One, Inc. REIT		36,679
	329	Erie Indemnity Co., Class A		23,573

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	2,942	EZCORP, Inc., Class A(b)	$	30,685
	350	Fidelity Southern Corp.		4,623
	2,506	First Financial Bancorp		40,572
	513	First Financial Bankshares, Inc.		30,293
	1,859	First Industrial Realty Trust, Inc. REIT		34,150
	201	First of Long Island Corp. (The)		7,290
	239	Fox Chase Bancorp, Inc.		3,987
	211	Franklin Financial Corp.(b)		4,212
	1,681	Geo Group, Inc. (The) REIT		56,364
	318	German American Bancorp, Inc.		8,281
	547	Gladstone Commercial Corp. REIT		9,649
	903	Gladstone Investment Corp.		7,098
	3,671	Glimcher Realty Trust REIT		37,407
	2,926	Healthcare Realty Trust, Inc. REIT		73,589
	1,189	Hercules Technology Growth Capital, Inc.		16,266
	780	Heritage Financial Corp.		12,605
	6,484	Hersha Hospitality Trust REIT		37,672
	2,449	Highwoods Properties, Inc. REIT		98,817
	139	Home Bancorp, Inc.(b)		2,815
	1,483	Home Properties, Inc. REIT		91,353
	432	HomeStreet, Inc.		7,845
	782	IBERIABANK Corp.		49,188
	643	Independent Bank Corp.		23,868
	408	Lakeland Financial Corp.		14,933
	2,106	LaSalle Hotel Properties REIT		69,666
	591	LTC Properties, Inc. REIT		22,830
	4,939	MBIA, Inc.(b)		59,861
	121	Meta Financial Group, Inc.		5,071
	226	MidSouth Bancorp, Inc.		3,779
	180	MidWestOne Financial Group, Inc.		4,433
	1,115	Monmouth Real Estate Investment Corp., Class A REIT		10,470
	310	National Health Investors, Inc. REIT		19,124
	3,913	National Penn Bancshares, Inc.		38,230
	2,406	National Retail Properties, Inc. REIT		82,117
	399	NewStar Financial, Inc.(b)		4,557
	410	Nicholas Financial, Inc.		6,445
	254	OmniAmerican Bancorp, Inc.		6,314
	307	Pacific Premier Bancorp, Inc.(b)		4,191
	989	Parkway Properties, Inc. REIT		18,653
	460	PICO Holdings, Inc.(b)		10,695
	673	Pinnacle Financial Partners, Inc.		23,266
	1,029	Post Properties, Inc. REIT		51,666
	1,236	PrivateBancorp, Inc.		34,077
	1,842	ProAssurance Corp.		83,664
	1,112	Prosperity Bancshares, Inc.		65,608
	381	PS Business Parks, Inc. REIT		32,678
	1,708	Radian Group, Inc.		23,878
	5,546	Resource Capital Corp. REIT		30,503
	639	Rouse Properties, Inc. REIT		10,729
	373	Safeguard Scientifics, Inc.(b)		7,837
	2,916	Santander Consumer USA Holdings, Inc. (Spain)(b)		66,310
	272	Saul Centers, Inc. REIT		12,482
	2,049	SEI Investments Co.		66,347
	678	Select Income REIT		20,869
	543	Southside Bancshares, Inc.		14,976

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

55

PowerShares Fundamental Pure Small Core Portfolio (PXSC) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	586	Sovran Self Storage, Inc. REIT	$	44,477
	3,183	Spirit Realty Capital, Inc. REIT		34,281
	1,329	Sterling Bancorp		15,895
	1,771	Summit Hotel Properties, Inc. REIT		16,045
	4,813	Symetra Financial Corp.		99,437
	951	Taubman Centers, Inc. REIT		69,271
	273	Taylor Capital Group, Inc.(b)		5,812
	276	Territorial Bancorp, Inc.		5,647
	1,326	TFS Financial Corp.(b)		17,755
	338	Tompkins Financial Corp.		15,933
	888	UMB Financial Corp.		52,134
	634	UMH Properties, Inc. REIT		6,245
	650	Union Bankshares Corp.		16,633
	1,437	United Financial Bancorp, Inc.		18,911
	210	Universal Health Realty Income Trust REIT		8,910
	427	Walker & Dunlop, Inc.(b)		6,695
	1,037	Western Alliance Bancorp(b)		23,924
	1,143	Wintrust Financial Corp.		51,229
	197	WSFS Financial Corp.		13,321
				3,146,504
		Health Care—8.9%
	150	Addus HomeCare Corp.(b)		3,243
	318	Almost Family, Inc.(b)		6,827
	2,594	Alphatec Holdings, Inc.(b)		3,502
	179	Analogic Corp.		13,439
	818	AngioDynamics, Inc.(b)		10,994
	315	ArthroCare Corp.(b)		15,287
	31	Atrion Corp.		8,938
	587	Bio-Rad Laboratories, Inc., Class A(b)		72,324
	1,502	Bruker Corp.(b)		31,031
	449	Capital Senior Living Corp.(b)		11,104
	434	Chemed Corp.		36,139
	182	Computer Programs & Systems, Inc.		11,490
	543	CONMED Corp.		25,157
	148	Corvel Corp.(b)		6,740
	850	Covance, Inc.(b)		75,038
	210	Cynosure, Inc., Class A(b)		5,153
	587	Emergent Biosolutions, Inc.(b)		15,473
	1,006	Envision Healthcare Holdings, Inc.(b)		33,993
	301	Exactech, Inc.(b)		6,688
	655	Greatbatch, Inc.(b)		30,150
	1,036	Haemonetics Corp.(b)		31,453
	952	Hanger, Inc.(b)		33,006
	2,120	HealthSouth Corp.		73,437
	264	ICU Medical, Inc.(b)		14,726
	1,608	Impax Laboratories, Inc.(b)		42,049
	529	Integra LifeSciences Holdings Corp.(b)		24,112
	299	Landauer, Inc.		12,929
	945	Meridian Bioscience, Inc.		18,872
	1,119	Merit Medical Systems, Inc.(b)		14,402
	457	Omnicell, Inc.(b)		12,101
	2,065	Patterson Cos., Inc.		84,046
	1,987	PerkinElmer, Inc.		83,394
	962	Prestige Brands Holdings, Inc.(b)		32,246
	1,389	Quality Systems, Inc.		20,516
	298	Quidel Corp.(b)		6,392

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	749	Quintiles Transnational Holdings, Inc.(b)	$	35,300
	2,213	Rigel Pharmaceuticals, Inc.(b)		7,082
	2,089	RTI Surgical, Inc.(b)		8,983
	4,962	Select Medical Holdings Corp.		69,270
	765	Sirona Dental Systems, Inc.(b)		57,543
	1,628	STERIS Corp.		78,225
	75	Utah Medical Products, Inc.		3,809
	2,140	VCA Antech, Inc.(b)		65,548
	668	VIVUS, Inc.(b)		3,474
	965	West Pharmaceutical Services, Inc.		41,862
	789	Wright Medical Group, Inc.(b)		21,579
				1,319,066
		Industrials—20.5%
	1,137	A.O. Smith Corp.		53,166
	289	AAON, Inc.		8,193
	497	Aceto Corp.		10,874
	1,307	Actuant Corp., Class A		44,255
	451	Acuity Brands, Inc.		56,181
	1,676	Aegion Corp.(b)		42,721
	175	Alamo Group, Inc.		9,296
	478	Altra Industrial Motion Corp.		16,329
	147	AMERCO		36,766
	764	Ameresco, Inc., Class A(b)		4,897
	155	American Railcar Industries, Inc.		10,763
	2,023	Babcock & Wilcox Co. (The)		70,380
	106	Barrett Business Services, Inc.		5,344
	1,402	Beacon Roofing Supply, Inc.(b)		49,883
	1,801	Blount International, Inc.(b)		20,117
	505	CAI International, Inc.(b)		10,984
	611	Celadon Group, Inc.		14,059
	292	CIRCOR International, Inc.		23,713
	865	CLARCOR, Inc.		49,962
	1,355	Copart, Inc.(b)		49,146
	398	Corporate Executive Board Co. (The)		27,470
	491	Cubic Corp.		23,288
	973	Curtiss-Wright Corp.		62,214
	786	DigitalGlobe, Inc.(b)		23,407
	1,867	Donaldson Co., Inc.		78,582
	1,091	EnerSys		73,730
	212	Erickson Air-Crane, Inc.(b)		3,352
	742	ESCO Technologies, Inc.		24,798
	738	Esterline Technologies Corp.(b)		80,457
	176	Exponent, Inc.		12,394
	462	Forward Air Corp.		20,434
	620	Franklin Electric Co., Inc.		23,975
	1,504	Generac Holdings, Inc.		88,556
	520	Global Power Equipment Group, Inc.		9,116
	335	Gorman-Rupp Co. (The)		10,402
	303	GP Strategies Corp.(b)		7,963
	702	Graco, Inc.		50,895
	115	Graham Corp.		3,432
	2,118	Griffon Corp.		22,536
	1,945	HD Supply Holdings, Inc.(b)		50,142
	1,196	Healthcare Services Group, Inc.		34,804
	1,232	Hub Group, Inc., Class A(b)		55,009
	412	Huron Consulting Group, Inc.(b)		29,334

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

56

PowerShares Fundamental Pure Small Core Portfolio (PXSC) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	1,232	IDEX Corp.	$	91,870
	1,596	InnerWorkings, Inc.(b)		11,491
	2,748	KAR Auction Services, Inc.		81,836
	1,950	Kratos Defense & Security Solutions, Inc.(b)		14,079
	895	Landstar System, Inc.		56,376
	1,267	Lincoln Electric Holdings, Inc.		84,648
	731	Marten Transport Ltd.		17,149
	872	Mobile Mini, Inc.		38,525
	1,293	Moog, Inc., Class A(b)		84,627
	868	MSC Industrial Direct Co., Inc., Class A		79,040
	869	MYR Group, Inc.(b)		20,387
	683	Nordson Corp.		50,781
	1,526	Orbital Sciences Corp.(b)		44,864
	119	Patrick Industries, Inc.(b)		4,768
	251	Powell Industries, Inc.		15,893
	227	PowerSecure International, Inc.(b)		5,046
	346	RBC Bearings, Inc.(b)		21,542
	1,218	Regal-Beloit Corp.		91,021
	4,374	Southwest Airlines Co.		105,720
	506	SP Plus Corp.(b)		12,357
	140	Sparton Corp.(b)		3,802
	240	Stock Building Supply Holdings, Inc.(b)		4,154
	1,860	Swift Transportation Co.(b)		44,733
	1,214	TAL International Group, Inc.		51,207
	239	Taser International, Inc.(b)		3,860
	433	Team, Inc.(b)		18,571
	749	Teledyne Technologies, Inc.(b)		69,552
	325	Tennant Co.		20,732
	2,127	Tetra Tech, Inc.(b)		60,981
	435	Thermon Group Holdings, Inc.(b)		10,362
	1,721	Titan International, Inc.		30,135
	1,708	Titan Machinery, Inc.(b)		30,129
	745	Toro Co. (The)		47,337
	133	Trex Co., Inc.(b)		10,443
	297	UniFirst Corp.		28,583
	166	Universal Truckload Services, Inc.		4,094
	339	US Ecology, Inc.		15,136
	1,172	Wabash National Corp.(b)		15,658
	617	WABCO Holdings, Inc.(b)		66,025
	764	Watsco, Inc.		78,623
	1,066	Wesco Aircraft Holdings, Inc.(b)		21,597
	1,232	Woodward, Inc.		55,231
				3,026,284
		Information Technology—11.6%
	1,547	ARRIS Group, Inc.(b)		40,361
	135	Aspen Technology, Inc.(b)		5,804
	234	Badger Meter, Inc.		11,595
	604	Blackbaud, Inc.		18,392
	2,505	Broadridge Financial Solutions, Inc.		96,042
	169	Cass Information Systems, Inc.		8,536
	742	Ciena Corp.(b)		14,669
	483	Coherent, Inc.(b)		28,840
	421	Computer Task Group, Inc.		6,656
	329	Comverse, Inc.(b)		8,205
	1,015	CSG Systems International, Inc.		26,755
	457	Dealertrack Technologies, Inc.(b)		20,880

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	1,618	Demand Media, Inc.(b)	$	6,731
	1,001	Dolby Laboratories, Inc., Class A(b)		39,890
	603	DST Systems, Inc.		55,591
	358	DTS, Inc.(b)		6,662
	1,463	EchoStar Corp., Class A(b)		65,777
	595	Electronics for Imaging, Inc.(b)		22,485
	2,950	Entropic Communications, Inc.(b)		10,886
	880	EPIQ Systems, Inc.		11,255
	640	Exar Corp.(b)		6,925
	1,596	Extreme Networks, Inc.(b)		9,129
	210	FARO Technologies, Inc.(b)		8,379
	318	Forrester Research, Inc.		11,267
	1,075	Global Payments, Inc.		71,842
	893	Heartland Payment Systems, Inc.		36,560
	1,513	II-VI, Inc.(b)		21,787
	1,601	Infinera Corp.(b)		14,345
	1,117	IntraLinks Holdings, Inc.(b)		10,221
	4,323	JDS Uniphase Corp.(b)		54,772
	294	KVH Industries, Inc.(b)		3,972
	1,969	Lattice Semiconductor Corp.(b)		16,579
	1,942	Limelight Networks, Inc.(b)		4,020
	7,751	LSI Corp.		86,346
	390	Manhattan Associates, Inc.(b)		12,297
	1,476	ManTech International Corp., Class A		44,029
	235	Measurement Specialties, Inc.(b)		15,122
	2,331	Mentor Graphics Corp.		48,252
	1,112	Mercury Systems, Inc.(b)		15,524
	105	MicroStrategy, Inc., Class A(b)		12,750
	472	MoneyGram International, Inc.(b)		6,230
	258	MTS Systems Corp.		16,633
	472	Nanometrics, Inc.(b)		7,675
	1,579	National Instruments Corp.		43,123
	1,143	NETGEAR, Inc.(b)		36,919
	1,295	NeuStar, Inc., Class A(b)		33,307
	2,567	Oclaro, Inc.(b)		8,728
	940	PC Connection, Inc.		18,809
	495	PC-Tel, Inc.		4,084
	554	Perficient, Inc.(b)		10,122
	767	Plantronics, Inc.		33,418
	1,260	PTC, Inc.(b)		44,566
	1,137	Rambus, Inc.(b)		13,746
	339	Rogers Corp.(b)		20,347
	548	Rosetta Stone, Inc.(b)		6,527
	593	Rubicon Technology, Inc.(b)		6,007
	706	SeaChange International, Inc.(b)		6,615
	1,207	Semtech Corp.(b)		28,944
	589	ServiceSource International, Inc.(b)		3,675
	575	Silicon Laboratories, Inc.(b)		25,846
	646	SunPower Corp. (France)(b)		21,589
	2,172	Take-Two Interactive Software, Inc.(b)		44,265
	1,195	Telenav, Inc.(b)		7,325
	4,390	Teradyne, Inc.(b)		77,571
	232	Tessco Technologies, Inc.		7,631
	1,072	Tessera Technologies, Inc.		23,509
	2,073	TIBCO Software, Inc.(b)		40,693
	4,392	TriQuint Semiconductor, Inc.(b)		62,279

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

57

PowerShares Fundamental Pure Small Core Portfolio (PXSC) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	931	Veeco Instruments, Inc.(b)	$	34,419
	282	Vocus, Inc.(b)		5,070
				1,709,802
		Materials—6.2%
	1,435	AptarGroup, Inc.		96,748
	309	Arabian American Development Co.(b)		3,377
	1,410	Axiall Corp.		65,706
	2,933	Berry Plastics Group, Inc.(b)		65,963
	1,024	Calgon Carbon Corp.(b)		20,511
	132	Chase Corp.		4,110
	696	Clearwater Paper Corp.(b)		42,727
	744	Compass Minerals International, Inc.		68,150
	128	Deltic Timber Corp.		7,776
	346	Eagle Materials, Inc.		28,832
	719	FutureFuel Corp.		14,430
	299	Hawkins, Inc.		10,824
	738	Innophos Holdings, Inc.		41,653
	511	Innospec, Inc.		22,004
	2,095	Intrepid Potash, Inc.(b)		34,149
	288	KMG Chemicals, Inc.		4,496
	947	Landec Corp.(b)		11,231
	2,053	Louisiana-Pacific Corp.(b)		33,649
	681	LSB Industries, Inc.(b)		26,007
	202	NewMarket Corp.		75,209
	1,586	Omnova Solutions, Inc.(b)		14,464
	1,436	PolyOne Corp.		53,807
	274	Quaker Chemical Corp.		20,394
	700	Schweitzer-Mauduit International, Inc.		30,548
	551	Stepan Co.		31,864
	3,386	Stillwater Mining Co.(b)		53,431
	730	Taminco Corp.(b)		14,666
	155	UFP Technologies, Inc.(b)		3,931
	793	Zep, Inc.		13,711
				914,368
		Telecommunication Services—1.3%
	277	Atlantic Tele-Network, Inc.		16,390
	943	IDT Corp., Class B		14,937
	1,391	Inteliquent, Inc.		18,973
	3,775	Iridium Communications, Inc.(b)		25,179
	552	Shenandoah Telecommunications Co.		15,473
	2,746	tw telecom, inc.(b)		84,275
	5,568	Vonage Holdings Corp.(b)		21,381
				196,608
		Utilities—1.6%
	1,020	American States Water Co.		30,967
	3,810	Aqua America, Inc.		95,593
	292	Chesapeake Utilities Corp.		18,472
	280	Connecticut Water Service, Inc.		9,100
	2,042	UIL Holdings Corp.		75,003
	333	York Water Co. (The)		6,663
				235,798
		Total Common Stocks and Other Equity Interests (Cost $13,590,177)		14,780,556

Number of Shares			Value
		Money Market Fund—0.3%
	43,639	Invesco Premier Portfolio—Institutional Class(c) (Cost $43,639)	$	43,639
		Total Investments (Cost $13,633,816)—100.3%		14,824,195
		Other assets less liabilities—(0.3)%		(40,549	)
		Net Assets—100.0%	$	14,783,646

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

58

Schedule of Investments^(a)

PowerShares Fundamental Pure Small Growth Portfolio (PXSG)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—99.9%
		Consumer Discretionary—13.3%
	1,809	AMC Networks, Inc., Class A(b)	$	118,797
	818	American Public Education, Inc.(b)		28,303
	1,550	Black Diamond, Inc.(b)		17,282
	2,870	Bridgepoint Education, Inc.(b)		45,489
	631	Buffalo Wild Wings, Inc.(b)		92,202
	337	Cavco Industries, Inc.(b)		26,269
	717	Churchill Downs, Inc.		62,974
	371	Chuy’s Holdings, Inc.(b)		13,337
	5,886	Cumulus Media, Inc., Class A(b)		37,729
	1,786	Deckers Outdoor Corp.(b)		141,005
	1,147	Del Frisco’s Restaurant Group, Inc.(b)		29,833
	650	Diamond Resorts International, Inc.(b)		12,161
	1,061	Dorman Products, Inc.(b)		61,061
	5,113	DSW, Inc., Class A		170,723
	2,777	Dunkin’ Brands Group, Inc.		126,381
	2,090	Five Below, Inc.(b)		84,248
	1,977	Fossil Group, Inc.(b)		210,847
	2,475	Francesca’s Holdings Corp.(b)		40,491
	1,063	Gentherm, Inc.(b)		38,640
	1,254	G-III Apparel Group Ltd.(b)		90,000
	4,289	GNC Holdings, Inc., Class A		193,005
	1,118	Grand Canyon Education, Inc.(b)		48,208
	6,211	Groupon, Inc.(b)		43,415
	1,229	Hibbett Sports, Inc.(b)		66,182
	6,022	Hilton Worldwide Holdings, Inc.(b)		131,460
	882	HomeAway, Inc.(b)		28,771
	3,481	Iconix Brand Group, Inc.(b)		147,942
	957	iRobot Corp.(b)(c)		32,059
	2,294	K12, Inc.(b)		54,322
	2,304	Krispy Kreme Doughnuts, Inc.(b)		40,412
	707	LifeLock, Inc.(b)		11,100
	3,739	Lions Gate Entertainment Corp.		99,196
	605	Lumber Liquidators Holdings, Inc.(b)		52,732
	652	Mattress Firm Holding Corp.(b)		29,464
	1,215	Monro Muffler Brake, Inc.		68,526
	557	Morningstar, Inc.		40,845
	930	Nexstar Broadcasting Group, Inc., Class A(c)		37,061
	1,108	Panera Bread Co., Class A(b)		169,491
	5,016	Pier 1 Imports, Inc.		91,592
	548	Popeyes Louisiana Kitchen, Inc.(b)		20,879
	1,101	Restoration Hardware Holdings, Inc.(b)		68,691
	611	RG Barry Corp.		11,169
	2,788	Scripps Networks Interactive, Inc., Class A		209,295
	1,611	Shutterfly, Inc.(b)		65,938
	3,716	Six Flags Entertainment Corp.		149,160
	3,859	Smith & Wesson Holding Corp.(b)(c)		59,236
	2,942	Steven Madden Ltd.(b)		104,765
	910	Sturm Ruger & Co., Inc.(c)		58,559
	3,674	Texas Roadhouse, Inc.		90,895
	1,706	Tumi Holdings, Inc.(b)		34,837
	1,659	Ulta Salon, Cosmetics & Fragrance, Inc.(b)		145,511
	976	Vera Bradley, Inc.(b)		27,621
	2,103	Vitamin Shoppe, Inc.(b)		100,692
	590	WCI Communities, Inc.(b)		11,310
				3,992,113

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Staples—3.3%
	414	Annie’s, Inc.(b)	$	13,459
	182	Boston Beer Co., Inc. (The), Class A(b)		44,779
	2,820	Boulder Brands, Inc.(b)		41,623
	786	Chefs’ Warehouse, Inc. (The)(b)		15,791
	4,515	Coty, Inc., Class A		72,466
	8,989	Darling International, Inc.(b)		179,870
	1,694	Hain Celestial Group, Inc. (The)(b)		145,718
	1,055	Inter Parfums, Inc.		38,603
	839	Medifast, Inc.(b)		26,554
	2,062	Nu Skin Enterprises, Inc., Class A		179,394
	732	PriceSmart, Inc.		70,301
	1,310	Spectrum Brands Holdings, Inc.		100,647
	1,833	Sprouts Farmers Market, Inc.(b)		58,601
				987,806
		Energy—6.3%
	523	Antero Resources Corp.(b)		34,345
	2,553	Approach Resources, Inc.(b)		52,975
	949	Bonanza Creek Energy, Inc.(b)		46,140
	6,679	BPZ Resources, Inc.(b)		18,033
	3,466	C&J Energy Services, Inc.(b)		104,188
	795	CARBO Ceramics, Inc.		111,228
	1,714	Carrizo Oil & Gas, Inc.(b)		94,304
	3,666	Clean Energy Fuels Corp.(b)(c)		32,444
	8,572	Cobalt International Energy, Inc.(b)		154,296
	1,065	Contango Oil & Gas Co.(b)		51,163
	909	Continental Resources, Inc.(b)		125,915
	356	Diamondback Energy, Inc.(b)		25,611
	3,602	Forum Energy Technologies, Inc.(b)		107,556
	403	Geospace Technologies Corp.(b)		23,426
	1,663	Gulfport Energy Corp.(b)		122,513
	17,004	Halcon Resources Corp.(b)(c)		93,862
	7,627	Kodiak Oil & Gas Corp.(b)		96,939
	1,898	Laredo Petroleum, Inc.(b)		55,479
	3,405	Magnum Hunter Resources Corp.(b)		28,943
	1,067	Matador Resources Co.(b)		30,644
	2,141	Miller Energy Resources, Inc.(b)		10,320
	3,575	Northern Oil and Gas, Inc.(b)		55,162
	1,972	Oasis Petroleum, Inc.(b)		91,718
	3,044	Renewable Energy Group, Inc.(b)		35,828
	16,050	Rentech, Inc.(b)		34,026
	6,282	Resolute Energy Corp.(b)		47,115
	2,138	Rex Energy Corp.(b)		45,026
	422	RigNet, Inc.(b)		19,733
	3,599	RPC, Inc.		80,006
	499	RSP Permian, Inc.(b)		14,147
	773	Sanchez Energy Corp.(b)		21,860
	1,581	Triangle Petroleum Corp.(b)		15,209
				1,880,154
		Financials—26.4%
	1,734	1st United Bancorp, Inc.		12,693
	3,010	American Assets Trust, Inc. REIT		102,189
	3,685	American Homes 4 Rent, Class A REIT		59,144
	1,949	AmTrust Financial Services, Inc.		75,368
	3,327	Apollo Commercial Real Estate Finance, Inc. REIT		56,592

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

59

PowerShares Fundamental Pure Small Growth Portfolio (PXSG) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	895	Ares Commercial Real Estate Corp. REIT	$	11,420
	36,268	ARMOUR Residential REIT, Inc.		153,776
	3,460	Associated Estates Realty Corp. REIT		58,059
	689	AVIV REIT, Inc.		18,183
	1,035	Bank of the Ozarks, Inc.		61,996
	3,911	BBCN Bancorp, Inc.		60,269
	1,230	BNC Bancorp		20,049
	261	BofI Holding, Inc.(b)		21,039
	4,073	Campus Crest Communities, Inc. REIT		35,069
	2,197	Capital Bank Financial Corp., Class A(b)		52,398
	1,861	Cardinal Financial Corp.		31,265
	2,499	CBOE Holdings, Inc.		133,347
	18,014	Chambers Street Properties REIT		140,329
	1,144	Chatham Lodging Trust REIT		23,258
	2,807	Chesapeake Lodging Trust REIT		75,761
	51,409	Chimera Investment Corp. REIT		158,854
	3,081	Colony Financial, Inc. REIT		67,012
	3,270	Columbia Banking System, Inc.		81,161
	967	CoreSite Realty Corp. REIT		29,416
	243	Credit Acceptance Corp.(b)		31,959
	1,496	Customers Bancorp, Inc.(b)		32,957
	2,118	CyrusOne, Inc. REIT		42,360
	4,100	DuPont Fabros Technology, Inc. REIT		99,343
	7,079	Dynex Capital, Inc. REIT		60,738
	705	Eagle Bancorp, Inc.(b)		23,540
	1,259	Encore Capital Group, Inc.(b)		54,414
	3,513	Equity Lifestyle Properties, Inc. REIT		147,089
	6,803	Everbank Financial Corp.		127,352
	781	Evercore Partners, Inc., Class A		41,729
	3,091	Excel Trust, Inc. REIT		39,008
	3,869	Extra Space Storage, Inc. REIT		202,465
	1,459	Fidelity & Guaranty Life		31,281
	797	Fidus Investment Corp.		14,601
	466	Financial Engines, Inc.		20,621
	1,274	First Cash Financial Services, Inc.(b)		62,133
	686	First Connecticut Bancorp, Inc.		10,873
	925	First Financial Holdings, Inc.		53,160
	474	First NBC Bank Holding Co.(b)		14,741
	5,252	Government Properties Income Trust REIT		133,663
	2,146	Green Dot Corp., Class A(b)		37,276
	1,349	GSV Capital Corp.(b)		11,844
	7,702	Hancock Holding Co.		259,788
	329	HCI Group, Inc.		12,726
	12,066	Healthcare Trust of America, Inc., Class A REIT		141,052
	997	HFF, Inc., Class A		33,898
	1,558	Home BancShares, Inc.		49,404
	1,022	Howard Hughes Corp. (The)(b)		145,901
	2,119	Hudson Pacific Properties, Inc. REIT		49,902
	1,094	ICG Group, Inc.(b)		22,296
	1,849	INTL FCStone, Inc.(b)		34,983
	1,449	Investors Bancorp, Inc.		38,732
	1,020	Kennedy-Wilson Holdings, Inc.		22,277
	4,413	Kilroy Realty Corp. REIT		262,882
	877	MarketAxess Holdings, Inc.		47,253
	10,079	Medical Properties Trust, Inc. REIT		136,067
	2,177	Medley Capital Corp.(c)		28,388

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	3,174	Mid-America Apartment Communities, Inc. REIT	$	221,069
	4,946	MSCI, Inc.(b)		200,511
	615	Nationstar Mortgage Holdings, Inc.(b)(c)		20,129
	5,209	New York Mortgage Trust, Inc. REIT		38,390
	972	Northfield Bancorp, Inc.		12,607
	11,251	NorthStar Realty Finance Corp. REIT		180,241
	4,236	Ocwen Financial Corp.(b)		160,544
	6,491	OMEGA Healthcare Investors, Inc. REIT(c)		225,757
	2,775	Oritani Financial Corp.		41,153
	1,822	Park Sterling Corp.		11,898
	2,957	Pebblebrook Hotel Trust REIT		101,839
	6,296	PennyMac Mortgage Investment Trust REIT		147,578
	2,059	Portfolio Recovery Associates, Inc.(b)		117,672
	673	Regional Management Corp.(b)		10,324
	3,004	Retail Opportunity Investments Corp. REIT		46,983
	8,121	RLJ Lodging Trust REIT		216,587
	1,594	Signature Bank(b)		189,399
	1,503	STAG Industrial, Inc. REIT		35,366
	10,947	Starwood Property Trust, Inc. REIT		263,275
	3,953	Stifel Financial Corp.(b)		184,882
	2,245	Sun Communities, Inc. REIT		102,305
	2,042	SVB Financial Group(b)		217,861
	4,340	Tanger Factory Outlet Centers, Inc. REIT		154,851
	524	Tejon Ranch Co.(b)		16,249
	905	Terreno Realty Corp. REIT		16,534
	1,756	Texas Capital Bancshares, Inc.(b)		98,670
	27,944	Two Harbors Investment Corp. REIT		290,059
	1,863	ViewPoint Financial Group, Inc.		48,568
	175	Virtus Investment Partners, Inc.(b)		32,373
	3,517	Waddell & Reed Financial, Inc., Class A		237,222
	3,126	Walter Investment Management Corp.(b)(c)		83,089
	406	Westwood Holdings Group, Inc.		23,617
	1,491	Whitestone REIT		20,919
				7,885,864
		Health Care—11.0%
	630	Abaxis, Inc.(b)		25,584
	456	Abiomed, Inc.(b)		10,803
	574	Acadia Healthcare Co., Inc.(b)		24,119
	2,489	Accuray, Inc.(b)		20,908
	1,001	Acorda Therapeutics, Inc.(b)		35,485
	1,554	Air Methods Corp.(b)		86,511
	806	Akorn, Inc.(b)		20,327
	1,276	Align Technology, Inc.(b)		64,298
	9,483	Allscripts Healthcare Solutions, Inc.(b)		144,331
	679	AMAG Pharmaceuticals, Inc.(b)		12,398
	399	Anika Therapeutics, Inc.(b)		17,053
	862	Auxilium Pharmaceuticals, Inc.(b)		19,404
	1,748	Bio-Reference Labs, Inc.(b)(c)		44,399
	869	Cantel Medical Corp.		28,816
	560	Cepheid, Inc.(b)		24,349
	703	Chindex International, Inc.(b)		16,752
	1,723	Cooper Cos., Inc. (The)		227,281
	1,232	CryoLife, Inc.		11,187
	2,029	Cubist Pharmaceuticals, Inc.(b)		142,152
	511	Cyberonics, Inc.(b)		30,231
	1,456	Ensign Group, Inc. (The)		61,880

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

60

PowerShares Fundamental Pure Small Growth Portfolio (PXSG) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	957	ExamWorks Group, Inc.(b)	$	35,218
	3,569	Exelixis, Inc.(b)(c)		12,634
	1,914	Globus Medical, Inc., Class A(b)		46,740
	400	HealthStream, Inc.(b)		9,060
	3,129	HMS Holdings Corp.(b)		50,596
	1,785	Idenix Pharmaceuticals, Inc.(b)		9,835
	1,313	IDEXX Laboratories, Inc.(b)		166,016
	1,736	Infinity Pharmaceuticals, Inc.(b)		16,961
	833	IPC The Hospitalist Co., Inc.(b)		33,736
	343	Isis Pharmaceuticals, Inc.(b)		9,127
	1,503	Luminex Corp.(b)		28,873
	3,549	Masimo Corp.(b)		94,971
	3,953	MedAssets, Inc.(b)		90,247
	2,378	Medicines Co. (The)(b)		63,255
	368	Medidata Solutions, Inc.(b)		13,362
	5,777	Merge Healthcare, Inc.(b)		13,172
	1,613	Momenta Pharmaceuticals, Inc.(b)		18,420
	608	MWI Veterinary Supply, Inc.(b)		95,237
	2,823	Myriad Genetics, Inc.(b)(c)		119,159
	1,302	Natus Medical, Inc.(b)		32,329
	791	Neogen Corp.(b)		33,044
	687	Neurocrine Biosciences, Inc.(b)		9,632
	1,972	NuVasive, Inc.(b)		66,476
	1,440	NxStage Medical, Inc.(b)		16,474
	2,682	PAREXEL International Corp.(b)		121,629
	783	PhotoMedex, Inc.(b)		11,831
	371	Premier, Inc., Class A(b)		11,130
	505	Questcor Pharmaceuticals, Inc.		41,501
	5,195	ResMed, Inc.(c)		258,971
	753	Salix Pharmaceuticals Ltd.(b)		82,830
	3,455	SciClone Pharmaceuticals, Inc.(b)		16,515
	323	Seattle Genetics, Inc.(b)		12,429
	524	Spectranetics Corp.(b)		11,140
	2,490	Spectrum Pharmaceuticals, Inc.(b)(c)		17,106
	3,224	Targacept, Inc.(b)		14,315
	2,719	Team Health Holdings, Inc.(b)		131,817
	1,251	Techne Corp.		111,727
	2,377	Thoratec Corp.(b)		77,918
	1,366	United Therapeutics Corp.(b)		136,614
	726	US Physical Therapy, Inc.		22,397
	450	Vascular Solutions, Inc.(b)		9,859
	2,450	Volcano Corp.(b)		43,022
				3,285,593
		Industrials—13.3%
	3,908	Acacia Research Corp.(c)		62,684
	725	Advisory Board Co. (The)(b)		41,513
	6,216	Air Lease Corp.		222,968
	737	Allegiant Travel Co.		86,561
	3,973	Allison Transmission Holdings, Inc.		118,554
	563	Argan, Inc.		15,072
	369	Astronics Corp.(b)		21,077
	1,412	AZZ, Inc.		61,309
	1,283	Chart Industries, Inc.(b)		87,526
	3,905	Clean Harbors, Inc.(b)		234,300
	2,297	Colfax Corp.(b)		165,338
	443	DXP Enterprises, Inc.(b)		50,152

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	1,537	Echo Global Logistics, Inc.(b)	$	30,064
	1,007	EnerNOC, Inc.(b)		23,765
	1,922	Genesee & Wyoming, Inc., Class A(b)		190,297
	1,281	HEICO Corp.		70,865
	651	Heritage-Crystal Clean, Inc.(b)		10,416
	4,287	Hexcel Corp.(b)		178,725
	736	Hyster-Yale Materials Handling, Inc.		70,943
	1,210	KEYW Holding Corp. (The)(b)		15,548
	2,614	Kirby Corp.(b)		263,021
	522	Lindsay Corp.(c)		46,004
	753	Manitex International, Inc.(b)		12,394
	4,958	MasTec, Inc.(b)		196,238
	472	Middleby Corp. (The)(b)		119,171
	994	Mistras Group, Inc.(b)		22,574
	1,022	Multi-Color Corp.		35,617
	3,220	Old Dominion Freight Line, Inc.(b)		195,229
	2,377	On Assignment, Inc.(b)		83,195
	7,184	Pendrell Corp.(b)		11,854
	1,642	Performant Financial Corp.(b)		14,302
	1,615	Primoris Services Corp.		45,188
	202	Proto Labs, Inc.(b)		12,229
	1,760	Raven Industries, Inc.		54,384
	2,308	Roadrunner Transportation Systems, Inc.(b)		56,846
	2,185	Rollins, Inc.		65,725
	2,548	RPX Corp.(b)		41,736
	2,397	Spirit Airlines, Inc.(b)		136,245
	951	Sun Hydraulics Corp.		38,877
	4,335	Triumph Group, Inc.		280,951
	1,462	Valmont Industries, Inc.		217,706
	331	WageWorks, Inc.(b)		14,024
	5,514	Waste Connections, Inc.		246,255
	762	XPO Logistics, Inc.(b)		20,681
				3,988,123
		Information Technology—21.8%
	1,396	ACI Worldwide, Inc.(b)		79,781
	1,280	Advent Software, Inc.		36,890
	397	Ambarella Inc.(b)		9,865
	2,273	Aruba Networks, Inc.(b)		44,937
	1,755	Bankrate, Inc. (United Kingdom)(b)		30,748
	1,889	Bazaarvoice, Inc.(b)		12,694
	508	Blackhawk Network Holdings, Inc.(b)		12,187
	2,054	Blucora, Inc.(b)		39,539
	990	Bottomline Technologies, Inc.(b)		31,324
	636	BroadSoft, Inc.(b)		16,142
	472	CalAmp Corp.(b)		8,378
	3,036	Calix, Inc.(b)		26,747
	1,746	Cardtronics, Inc.(b)		58,456
	677	Cavium, Inc.(b)		28,684
	1,059	CEVA, Inc.(b)		17,188
	4,360	Cirrus Logic, Inc.(b)		97,228
	2,132	Cognex Corp.(b)		73,405
	719	CommVault Systems, Inc.(b)		34,800
	778	comScore, Inc.(b)		24,375
	517	Concur Technologies, Inc.(b)		41,603
	924	Constant Contact, Inc.(b)		23,895
	431	CoStar Group, Inc.(b)		69,344

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

61

PowerShares Fundamental Pure Small Growth Portfolio (PXSG) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	1,145	Cray, Inc.(b)	$	32,873
	1,564	Datalink Corp.(b)		20,082
	2,111	Ebix, Inc.		33,312
	514	Ellie Mae, Inc.(b)		12,536
	340	Envestnet, Inc.(b)		12,529
	740	EPAM Systems, Inc.(b)		23,036
	1,894	ExlService Holdings, Inc.(b)		53,591
	1,489	FactSet Research Systems, Inc.(c)		158,578
	915	FEI Co.		72,761
	4,660	Finisar Corp.(b)		121,859
	7,405	FLIR Systems, Inc.		252,066
	2,486	Fortinet, Inc.(b)		54,642
	3,097	Fusion-io, Inc.(b)		26,727
	2,066	Gartner, Inc.(b)		142,430
	6,448	GT Advanced Technologies, Inc.(b)(c)		107,101
	412	Guidewire Software, Inc.(b)		15,557
	1,787	Higher One Holdings, Inc.(b)		10,704
	1,352	Hittite Microwave Corp.		80,255
	2,825	IAC/InterActiveCorp.		187,241
	789	iGATE Corp.(b)		28,877
	710	Infoblox, Inc.(b)		13,930
	3,629	Informatica Corp.(b)		128,648
	879	Inphi Corp.(b)		13,000
	237	Interactive Intelligence Group, Inc.(b)		14,829
	3,702	InterDigital, Inc.		128,533
	1,136	InvenSense, Inc.(b)		24,458
	806	IPG Photonics Corp.(b)		52,092
	3,548	Ixia(b)		44,066
	1,525	j2 Global, Inc.		70,699
	3,100	Jack Henry & Associates, Inc.		170,996
	1,420	Liquidity Services, Inc.(b)		24,495
	864	Littelfuse, Inc.		78,235
	1,579	LivePerson, Inc.(b)		15,632
	474	LogMeIn, Inc.(b)		21,543
	1,886	MAXIMUS, Inc.		80,287
	1,547	Maxwell Technologies, Inc.(b)		23,298
	3,141	MICROS Systems, Inc.(b)		161,761
	5,577	Microsemi Corp.(b)		131,171
	968	Monolithic Power Systems, Inc.(b)		35,913
	883	Monotype Imaging Holdings, Inc.		23,320
	1,826	NeoPhotonics Corp.(b)		10,536
	1,365	Netscout Systems, Inc.(b)		53,180
	2,244	NIC, Inc.		41,155
	16,271	Nuance Communications, Inc.(b)		261,800
	199	NVE Corp.(b)		10,449
	291	OpenTable, Inc.(b)		19,544
	1,181	OSI Systems, Inc.(b)		65,912
	210	Palo Alto Networks, Inc.(b)		13,352
	335	Pandora Media, Inc.(b)		7,846
	770	Pegasystems, Inc.		12,759
	717	Power Integrations, Inc.		33,864
	935	Procera Networks, Inc.(b)		8,658
	1,036	QLIK Technologies, Inc.(b)		22,771
	3,932	Rackspace Hosting, Inc.(b)		114,107
	1,840	RealD, Inc.(b)		20,166
	1,057	RealPage, Inc.(b)		18,762

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	5,059	Riverbed Technology, Inc.(b)	$	98,398
	7,973	Rovi Corp.(b)		177,718
	1,018	Ruckus Wireless, Inc.(b)		10,638
	5,469	Sapient Corp.(b)		88,981
	2,209	ShoreTel, Inc.(b)		16,678
	7,990	Skyworks Solutions, Inc.(b)		327,990
	1,061	SolarWinds, Inc.(b)		42,780
	1,927	Solera Holdings, Inc.		124,831
	198	SPS Commerce, Inc.(b)		10,256
	2,646	SS&C Technologies Holdings, Inc.(b)		102,982
	410	Stamps.com, Inc.(b)		14,231
	801	Stratasys Ltd.(b)(c)		77,593
	2,407	Super Micro Computer, Inc.(b)		49,007
	1,062	Synaptics, Inc.(b)		66,003
	1,033	Synchronoss Technologies, Inc.(b)		31,445
	551	Syntel, Inc.(b)		44,256
	786	Tangoe, Inc.(b)		11,821
	2,661	TiVo, Inc.(b)		31,559
	386	Tyler Technologies, Inc.(b)		31,517
	141	Ultimate Software Group, Inc. (The)(b)		16,868
	1,544	Ultratech, Inc.(b)		41,101
	682	Universal Display Corp.(b)		17,766
	4,049	Vantiv, Inc., Class A(b)		124,507
	6,547	VeriFone Systems, Inc.(b)		218,932
	1,619	Verint Systems, Inc.(b)		70,864
	1,903	ViaSat, Inc.(b)		122,192
	867	Virtusa Corp.(b)		28,585
	627	Web.com Group, Inc.(b)		19,255
	1,456	WEX, Inc.(b)		139,732
	127	Yelp, Inc., Class A(b)		7,407
	175	Zillow, Inc., Class A(b)		19,023
	23,573	Zynga, Inc., Class A(b)		95,471
				6,517,121
		Materials—3.2%
	8,903	Allied Nevada Gold Corp.(b)(c)		30,181
	1,242	American Vanguard Corp.		22,120
	780	Balchem Corp.		48,321
	1,166	Flotek Industries, Inc.(b)		32,660
	3,330	Globe Specialty Metals, Inc.		64,535
	4,482	Gold Resource Corp.		20,662
	29,567	Hecla Mining Co.(c)		90,771
	2,707	KapStone Paper and Packaging Corp.(b)		71,411
	11,656	Molycorp, Inc.(b)(c)		55,366
	2,080	Royal Gold, Inc.		137,696
	5,770	Tronox Ltd., Class A		141,365
	2,191	US Silica Holdings, Inc.		98,967
	1,867	Westlake Chemical Corp.		132,930
				946,985
		Telecommunication Services—0.2%
	1,404	8x8, Inc.(b)		13,619
	2,041	Boingo Wireless, Inc.(b)		13,471
	756	Cogent Communications Group, Inc.		26,059
	1,676	ORBCOMM, Inc.(b)		10,508
				63,657

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

62

PowerShares Fundamental Pure Small Growth Portfolio (PXSG) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Utilities—1.1%
	7,595	ITC Holdings Corp.	$	280,787
	682	NRG Yield, Inc., Class A		29,217
	517	Pattern Energy Group, Inc.		13,856
				323,860
		Total Common Stocks and Other Equity Interests (Cost $26,156,344)		29,871,276
		Warrant—0.0%
		Energy—0.0%
	637	Magnum Hunter Resources Corp., expiring 05/15/16(b) (Cost $0)		0
		Money Market Fund—0.2%
	49,638	Invesco Premier Portfolio—Institutional Class(d) (Cost $49,638)		49,638
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $26,205,982)—100.1%		29,920,914
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—4.0%
	1,186,531	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $1,186,531)		1,186,531
		Total Investments (Cost $27,392,513)—104.1%		31,107,445
		Other assets less liabilities—(4.1)%		(1,235,234	)
		Net Assets—100.0%	$	29,872,211

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman	$	1,165,981	$	(1,165,981	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

63

Schedule of Investments^(a)

PowerShares Fundamental Pure Small Value Portfolio (PXSV)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—99.9%
		Consumer Discretionary—17.8%
	3,431	1-800-FLOWERS.COM, Inc., Class A(b)	$	18,699
	25,482	Aeropostale, Inc.(b)(c)		126,646
	2,326	AH Belo Corp., Class A		26,772
	2,016	AMC Entertainment Holdings, Inc., Class A (China)(b)		46,650
	3,452	American Axle & Manufacturing Holdings, Inc.(b)		60,928
	4,417	ANN, Inc.(b)		173,102
	5,007	ARAMARK Holdings Corp.		141,147
	687	Arctic Cat, Inc.		28,091
	2,782	Asbury Automotive Group, Inc.(b)		171,761
	870	Ascent Capital Group, Inc., Class A(b)		59,830
	11,172	Barnes & Noble, Inc.(b)		183,221
	1,663	Bassett Furniture Industries, Inc.		22,933
	2,830	Beazer Homes USA, Inc.(b)		53,657
	5,694	bebe Stores, Inc.		28,755
	2,534	Big 5 Sporting Goods Corp.		30,940
	122	Biglari Holdings, Inc.(b)		52,340
	546	Blue Nile, Inc.(b)		18,963
	2,710	Blyth, Inc.(c)		25,393
	2,614	Bob Evans Farms, Inc.		122,518
	9,575	Bon-Ton Stores, Inc. (The)(c)		105,325
	10,128	Boyd Gaming Corp.(b)		119,713
	4,554	Brinker International, Inc.		223,784
	4,997	Brown Shoe Co., Inc.		117,879
	3,406	Brunswick Corp.		136,887
	1,992	Build-A-Bear Workshop, Inc.(b)		22,350
	2,545	Burger King Worldwide, Inc.		66,501
	4,091	Burlington Stores, Inc.(b)		106,325
	5,932	Callaway Golf Co.		51,668
	24,370	Career Education Corp.(b)		175,951
	1,234	Carmike Cinemas, Inc.(b)		36,600
	3,566	Cato Corp. (The), Class A		101,595
	2,675	Children’s Place Retail Stores, Inc. (The)		128,400
	3,965	Christopher & Banks Corp.(b)		24,742
	2,573	Citi Trends, Inc.(b)		43,715
	7,877	Clear Channel Outdoor Holdings, Inc., Class A		63,174
	1,238	ClubCorp Holdings, Inc.		23,324
	845	Columbia Sportswear Co.		72,653
	8,584	Cooper Tire & Rubber Co.		215,888
	764	Cooper-Standard Holding, Inc.(b)		51,761
	5,861	Crocs, Inc.(b)		88,677
	1,285	CSS Industries, Inc.		30,801
	6,640	Denny’s Corp.(b)		44,754
	1,069	Destination Maternity Corp.		26,362
	4,315	Destination XL Group, Inc.(b)		23,301
	820	Dixie Group, Inc. (The)(b)		12,357
	3,332	DreamWorks Animation SKG, Inc., Class A(b)		80,068
	2,307	E.W. Scripps Co. (The), Class A(b)		39,519
	5,228	Education Management Corp.(b)(c)		20,755
	2,036	Einstein Noah Restaurant Group, Inc.		31,273
	2,814	Entercom Communications Corp., Class A(b)		30,391
	2,265	Ethan Allen Interiors, Inc.		54,994
	8,288	Express, Inc.(b)		120,756
	4,725	Federal-Mogul Corp.(b)		81,364
	496	Flexsteel Industries, Inc.		17,023

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	5,219	Fred’s, Inc., Class A	$	95,090
	2,414	Fuel Systems Solutions, Inc.(b)		25,299
	2,916	Gray Television, Inc.(b)		32,805
	3,713	Group 1 Automotive, Inc.		267,819
	9,258	Harte-Hanks, Inc.		74,434
	1,358	Haverty Furniture Cos., Inc.		34,683
	5,531	hhgregg, Inc.(b)(c)		47,677
	1,396	Hooker Furniture Corp.		19,335
	9,795	Hovnanian Enterprises, Inc., Class A(b)(c)		43,686
	2,930	Hyatt Hotels Corp., Class A(b)		164,900
	2,355	International Speedway Corp., Class A		74,041
	5,234	Isle of Capri Casinos, Inc.(b)		35,591
	5,183	ITT Educational Services, Inc.(b)		139,941
	2,996	Jack in the Box, Inc.(b)		160,406
	2,749	John Wiley & Sons, Inc., Class A		157,958
	3,800	Journal Communications, Inc., Class A(b)		30,476
	2,413	Kate Spade & Co.(b)		83,900
	5,534	KB Home		91,366
	3,487	Lamar Advertising Co., Class A(b)		174,071
	13,712	Lee Enterprises, Inc.(b)(c)		55,122
	1,785	Libbey, Inc.(b)		47,606
	1,346	Lifetime Brands, Inc.		25,709
	1,694	Lithia Motors, Inc., Class A		125,830
	1,822	Loral Space & Communications, Inc.(b)		131,166
	2,054	Luby’s, Inc.(b)		11,133
	1,316	M/I Homes, Inc.(b)		29,307
	2,781	Marcus Corp. (The)		46,526
	2,516	MarineMax, Inc.(b)		40,407
	2,671	Marriott Vacations Worldwide Corp.(b)		145,516
	1,966	Matthews International Corp., Class A		79,328
	16,124	McClatchy Co. (The), Class A(b)		88,360
	3,991	MDC Holdings, Inc.		110,152
	1,826	Media General, Inc.(b)(c)		27,974
	3,996	Men’s Wearhouse, Inc. (The)		189,330
	3,397	Meredith Corp.		149,706
	1,822	Meritage Homes Corp.(b)		70,293
	4,842	Modine Manufacturing Co.(b)		79,796
	809	Monarch Casino & Resort, Inc.(b)		12,976
	1,386	Morgans Hotel Group Co.(b)		10,395
	872	NACCO Industries, Inc., Class A		46,730
	1,286	Nautilus, Inc.(b)		10,712
	5,075	New York & Co., Inc.(b)		21,264
	10,328	New York Times Co. (The), Class A		166,074
	3,205	Nutrisystem, Inc.		48,075
	3,458	Orbitz Worldwide, Inc.(b)		25,416
	9,835	Pacific Sunwear of California, Inc.(b)		28,325
	5,214	Penske Automotive Group, Inc.		239,114
	8,655	Pep Boys-Manny, Moe & Jack (The)(b)		88,454
	3,562	Perry Ellis International, Inc.(b)		53,786
	2,402	PetMed Express, Inc.		31,442
	4,755	Pinnacle Entertainment, Inc.(b)		110,649
	14,699	Quiksilver, Inc.(b)		94,368
	4,800	Radio One, Inc., Class D(b)		21,696
	95,227	RadioShack Corp.(b)(c)		136,175
	1,647	Reading International, Inc., Class A(b)		11,661
	969	Red Robin Gourmet Burgers, Inc.(b)		65,873

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

64

PowerShares Fundamental Pure Small Value Portfolio (PXSV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	12,727	Regal Entertainment Group, Class A(c)	$	239,268
	9,636	Regis Corp.		126,617
	17,883	Ruby Tuesday, Inc.(b)		137,878
	2,243	Ruth’s Hospitality Group, Inc.		28,239
	1,626	Ryland Group, Inc. (The)		62,422
	370	Saga Communications, Inc., Class A		16,391
	1,351	Salem Communications Corp., Class A		11,902
	3,532	Scholastic Corp.		116,238
	4,810	Scientific Games Corp., Class A(b)		57,624
	3,197	Sears Hometown and Outlet Stores, Inc.(b)		75,481
	770	Shiloh Industries, Inc.(b)		15,200
	2,916	Skechers U.S.A., Inc., Class A(b)		119,527
	8,335	Sonic Automotive, Inc., Class A		202,874
	3,342	Sonic Corp.(b)		63,632
	4,703	Spartan Motors, Inc.		24,973
	1,629	Speedway Motorsports, Inc.		29,632
	4,965	Stage Stores, Inc.		95,229
	3,394	Stein Mart, Inc.		42,425
	4,155	Stoneridge, Inc.(b)		44,417
	2,741	Strayer Education, Inc.(b)(c)		116,849
	3,738	Superior Industries International, Inc.		79,021
	1,527	Systemax, Inc.(b)		26,402
	1,717	Tempur Sealy International, Inc.(b)		86,159
	3,129	Thor Industries, Inc.		190,462
	6,534	Toll Brothers, Inc.(b)		223,724
	4,600	Tower International, Inc.(b)		127,926
	3,914	Town Sports International Holdings, Inc.		27,437
	17,261	TravelCenters of America LLC(b)		130,666
	3,676	Tuesday Morning Corp.(b)		51,390
	1,904	Unifi, Inc.(b)		42,155
	2,843	Universal Technical Institute, Inc.		34,144
	3,595	ValueVision Media, Inc., Class A(b)		16,825
	3,809	VOXX International Corp.(b)		44,756
	4,556	Weight Watchers International, Inc. (Luxembourg)(c)		90,209
	21,387	Wendy’s Co. (The)		177,726
	2,637	West Marine, Inc.(b)		28,216
	19,960	Wet Seal, Inc. (The), Class A(b)(c)		22,555
	782	Weyco Group, Inc.		19,620
	1,040	Winnebago Industries, Inc.(b)		24,856
	2,184	World Wrestling Entertainment, Inc., Class A		42,588
	5,419	Zale Corp.(b)		115,912
				11,642,467
		Consumer Staples—3.1%
	19,797	Alliance One International, Inc.(b)		50,878
	1,152	Cal-Maine Foods, Inc.		68,694
	13,753	Central Garden & Pet Co., Class A(b)		113,737
	15,578	Chiquita Brands International, Inc.(b)		178,836
	645	Coca-Cola Bottling Co. Consolidated		53,038
	2,893	Elizabeth Arden, Inc.(b)		106,289
	6,504	Fresh Del Monte Produce, Inc.		187,901
	4,412	Ingles Markets, Inc., Class A		101,432
	1,175	John B. Sanfilippo & Son, Inc.		27,084
	1,350	National Beverage Corp.(b)		26,028
	872	Nutraceutical International Corp.(b)		21,730
	393	Oil-Dri Corp. of America		13,169

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Staples (continued)
	2,380	Omega Protein Corp.(b)	$	27,037
	3,269	Pilgrim’s Pride Corp. (Brazil)(b)		71,460
	2,908	Post Holdings, Inc.(b)		151,972
	1,053	Revlon, Inc., Class A(b)		31,737
	17,424	Roundy’s, Inc.		117,961
	1,228	Seneca Foods Corp., Class A(b)		34,875
	5,099	Spartan Stores, Inc.		109,833
	4,096	Universal Corp.		223,519
	7,113	Vector Group Ltd.(c)		151,507
	1,091	Village Super Market, Inc., Class A		26,391
	704	WD-40 Co.		51,279
	1,585	Weis Markets, Inc.		73,053
				2,019,440
		Energy—5.7%
	3,713	Abraxas Petroleum Corp.(b)		20,273
	501	Adams Resources & Energy, Inc.		36,102
	5,230	Alon USA Energy, Inc. (Israel)		85,197
	5,214	Basic Energy Services, Inc.(b)		137,754
	7,084	Bill Barrett Corp.(b)		167,749
	28,548	Cal Dive International, Inc.(b)(c)		42,251
	4,512	Callon Petroleum Co.(b)		41,420
	10,283	Cloud Peak Energy, Inc.(b)		202,472
	5,833	Comstock Resources, Inc.		162,157
	1,968	CVR Energy, Inc.		96,727
	1,070	Dawson Geophysical Co.		30,238
	3,547	Endeavour International Corp.(b)(c)		12,202
	3,137	Ep Energy Corp., Class A(b)		60,952
	4,616	Equal Energy Ltd.		20,911
	15,677	EXCO Resources, Inc.(c)		99,549
	49,608	Forest Oil Corp.(b)		92,271
	1,509	Gulf Island Fabrication, Inc.		30,271
	4,908	Harvest Natural Resources, Inc.(b)(c)		22,135
	9,338	Helix Energy Solutions Group, Inc.(b)		224,486
	27,935	Hercules Offshore, Inc.(b)		124,869
	2,783	Hornbeck Offshore Services, Inc.(b)		115,300
	15,065	ION Geophysical Corp.(b)		66,286
	21,668	Key Energy Services, Inc.(b)		217,547
	1,648	Mitcham Industries, Inc.(b)		22,742
	7,655	Newpark Resources, Inc.(b)		92,166
	14,706	Parker Drilling Co.(b)		97,501
	7,314	Penn Virginia Corp.(b)		121,705
	7,386	PetroQuest Energy, Inc.(b)		44,464
	1,164	PHI, Inc.(b)		52,147
	9,468	Pioneer Energy Services Corp.(b)		141,736
	27,709	Quicksilver Resources, Inc.(b)(c)		90,331
	4,724	Stone Energy Corp.(b)		231,712
	11,765	Swift Energy Co.(b)		145,062
	2,556	Tesco Corp.(b)		51,120
	9,284	TETRA Technologies, Inc.(b)		116,050
	4,003	Ultra Petroleum Corp.(b)		119,289
	5,484	VAALCO Energy, Inc.(b)		50,563
	5,642	W&T Offshore, Inc.		108,326
	6,707	Warren Resources, Inc.(b)		34,005
	8,533	Willbros Group, Inc.(b)		94,802
				3,722,840

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

65

PowerShares Fundamental Pure Small Value Portfolio (PXSV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials—23.9%
	1,117	1st Source Corp.	$	32,940
	6,288	AG Mortgage Investment Trust, Inc. REIT		111,235
	2,118	Alexander & Baldwin, Inc.		79,023
	965	American National Bankshares, Inc.		20,564
	1,127	American Residential Properties, Inc. REIT(b)		20,252
	1,132	Ameris Bancorp(b)		24,078
	1,113	AMERISAFE, Inc.		47,469
	868	Ames National Corp.		18,948
	32,242	Anworth Mortgage Asset Corp. REIT		174,107
	3,308	Arbor Realty Trust, Inc. REIT		23,189
	1,055	Armada Hoffler Properties, Inc. REIT		10,212
	1,307	Arrow Financial Corp.		32,714
	11,156	Ashford Hospitality Trust, Inc. REIT		114,461
	12,243	Astoria Financial Corp.		162,342
	1,278	Baldwin & Lyons, Inc., Class B		33,241
	494	BancFirst Corp.		28,756
	7,130	BancorpSouth, Inc.		166,557
	4,357	Bank Mutual Corp.		26,229
	3,983	Bank of Hawaii Corp.		219,742
	1,653	BankFinancial Corp.		16,265
	1,155	Banner Corp.		45,669
	342	Bar Harbor Bankshares		12,852
	659	BBX Capital Corp., Class A(b)		12,343
	1,980	Beneficial Mutual Bancorp, Inc.(b)		25,819
	1,083	Blackstone Mortgage Trust, Inc., Class A REIT		30,790
	1,891	BOK Financial Corp.		123,709
	4,319	Boston Private Financial Holdings, Inc.		54,031
	2,237	Brixmor Property Group, Inc. REIT		49,124
	8,570	Brookline Bancorp, Inc.		77,816
	4,261	Calamos Asset Management, Inc., Class A		51,899
	898	Camden National Corp.		34,277
	1,652	Capital City Bank Group, Inc.		22,963
	20,423	Capitol Federal Financial, Inc.		245,893
	15,417	Capstead Mortgage Corp. REIT		197,029
	3,212	Cash America International, Inc.		139,883
	4,682	Cathay General Bancorp		110,495
	8,325	Cedar Realty Trust, Inc. REIT		51,532
	1,706	Central Pacific Financial Corp.		32,022
	372	Century Bancorp, Inc., Class A		12,462
	1,837	Charter Financial Corp.		20,207
	2,750	Chemical Financial Corp.		77,192
	1,073	Citizens & Northern Corp.		20,108
	3,126	Citizens, Inc.(b)		20,538
	1,412	City Holding Co.		60,702
	3,219	City National Corp.		233,603
	2,439	CNA Financial Corp.		99,877
	2,076	CoBiz Financial, Inc.		20,843
	1,128	Cohen & Steers, Inc.		45,695
	1,278	Community Trust Bancorp, Inc.		47,120
	2,314	Consumer Portfolio Services, Inc.(b)		16,152
	8,518	Corporate Office Properties Trust REIT		227,856
	7,513	Cousins Properties, Inc. REIT		87,376
	3,419	Crawford & Co., Class B		39,045
	6,548	CVB Financial Corp.		94,684
	22,770	DCT Industrial Trust, Inc. REIT		178,061
	13,225	DFC Global Corp.(b)		123,257

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	14,991	DiamondRock Hospitality Co. REIT	$	183,940
	2,974	Dime Community Bancshares, Inc.		48,476
	1,191	Donegal Group, Inc., Class A		17,579
	8,241	Douglas Emmett, Inc. REIT		227,452
	663	EMC Insurance Group, Inc.		21,872
	2,711	Employers Holdings, Inc.		55,169
	738	Enterprise Bancorp, Inc.		13,476
	1,479	Enterprise Financial Services Corp.		26,430
	3,641	EPR Properties REIT		195,194
	1,025	ESB Financial Corp.		12,935
	15,490	F.N.B. Corp.		192,696
	1,346	FBL Financial Group, Inc., Class A		60,180
	832	FBR & Co.(b)		21,466
	958	Federal Agricultural Mortgage Corp., Class C		34,086
	5,743	FelCor Lodging Trust, Inc. REIT		53,008
	1,356	Financial Institutions, Inc.		31,391
	853	First Bancorp, Inc.		13,588
	1,904	First Bancorp.		32,768
	7,522	First Busey Corp.		41,371
	496	First Citizens BancShares, Inc., Class A		111,545
	10,258	First Commonwealth Financial Corp.		88,116
	1,766	First Community Bancshares, Inc.		26,154
	1,027	First Defiance Financial Corp.		27,749
	1,193	First Financial Corp.		38,188
	1,031	First Financial Northwest, Inc.		10,516
	1,652	First Interstate BancSystem, Inc.		41,118
	2,271	First Merchants Corp.		48,191
	5,734	First Midwest Bancorp, Inc.		93,866
	5,987	First Potomac Realty Trust REIT		78,011
	11,365	FirstMerit Corp.		220,367
	2,121	Flagstar Bancorp, Inc.(b)		37,330
	2,663	Flushing Financial Corp.		51,183
	6,245	Forest City Enterprises, Inc., Class A(b)		118,093
	2,192	Forestar Group, Inc.(b)		37,374
	7,960	Franklin Street Properties Corp. REIT		96,953
	19,089	Fulton Financial Corp.		232,695
	2,543	FXCM, Inc., Class A		39,366
	289	GAMCO Investors, Inc., Class A		21,944
	321	Gaming and Leisure Properties, Inc. REIT		11,797
	2,518	Getty Realty Corp. REIT		47,641
	12,299	GFI Group, Inc.		45,752
	4,776	Glacier Bancorp, Inc.		122,552
	5,300	Gramercy Property Trust, Inc. REIT(c)		27,666
	1,220	Great Southern Bancorp, Inc.		34,977
	1,818	Greenhill & Co., Inc.		91,173
	1,130	Guaranty Bancorp		14,227
	2,412	Hallmark Financial Services, Inc.(b)		20,261
	1,484	Hanmi Financial Corp.		31,565
	1,405	Heartland Financial USA, Inc.		34,141
	944	Home Federal Bancorp, Inc.		14,207
	1,315	HomeTrust Bancshares, Inc.(b)		20,080
	4,413	Horace Mann Educators Corp.		132,699
	819	Horizon Bancorp		16,372
	1,650	Hudson Valley Holding Corp.		30,294
	713	Independence Holding Co.		9,312
	1,348	Independent Bank Corp.		17,551

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

66

PowerShares Fundamental Pure Small Value Portfolio (PXSV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	1,158	Infinity Property & Casualty Corp.	$	74,309
	7,666	Inland Real Estate Corp. REIT		80,110
	10,239	Interactive Brokers Group, Inc., Class A		244,712
	6,262	International Bancshares Corp.		143,775
	1,931	Intervest Bancshares Corp.(b)		14,618
	4,650	Investment Technology Group, Inc.(b)		95,976
	11,421	Investors Real Estate Trust REIT		99,591
	6,513	iStar Financial, Inc. REIT(b)		96,783
	12,030	Janus Capital Group, Inc.		145,924
	1,394	JMP Group, Inc.		9,632
	591	Kansas City Life Insurance Co.		24,574
	7,881	Kite Realty Group Trust REIT		48,862
	2,804	Lakeland Bancorp, Inc.		29,274
	723	LCNB Corp.		11,568
	14,578	Lexington Realty Trust REIT		156,859
	1,848	MainSource Financial Group, Inc.		30,547
	655	Marlin Business Services Corp.		11,246
	4,016	MB Financial, Inc.		107,789
	9,942	Meadowbrook Insurance Group, Inc.		55,675
	697	Mercantile Bank Corp.		13,598
	606	Merchants Bancshares, Inc.		17,616
	3,958	Mercury General Corp.		189,430
	1,261	Metro Bancorp, Inc.(b)		25,750
	6,172	MGIC Investment Corp.(b)		53,079
	357	NASB Financial, Inc.		8,518
	608	National Bankshares, Inc.		19,809
	648	National Interstate Corp.		18,157
	286	National Western Life Insurance Co., Class A		66,709
	1,282	Navigators Group, Inc. (The)(b)		73,036
	3,801	NBT Bancorp, Inc.		86,093
	2,279	Nelnet, Inc., Class A		96,311
	26,780	Newcastle Investment Corp. REIT		120,242
	600	Northrim Bancorp, Inc.		14,394
	8,475	Northwest Bancshares, Inc.		112,633
	1,396	OceanFirst Financial Corp.		22,643
	9,681	Old National Bancorp		136,696
	1,204	One Liberty Properties, Inc. REIT		26,644
	5,052	OneBeacon Insurance Group Ltd., Class A		78,003
	1,722	Oppenheimer Holdings, Inc., Class A		43,842
	1,505	Pacific Continental Corp.		19,836
	6,621	PacWest Bancorp		260,669
	1,415	Park National Corp.		102,616
	821	Peapack Gladstone Financial Corp.		15,607
	414	Penns Woods Bancorp, Inc.		18,216
	6,133	Pennsylvania Real Estate Investment Trust REIT		101,501
	1,163	Peoples Bancorp, Inc.		30,319
	2,682	Phoenix Cos., Inc. (The)(b)		118,062
	1,727	Piper Jaffray Cos.(b)		75,746
	3,322	Potlatch Corp. REIT		127,000
	644	Preferred Bank(b)		13,814
	5,035	Primerica, Inc.		231,056
	896	Provident Financial Holdings, Inc.		12,607
	5,734	Provident Financial Services, Inc.		99,657
	9,010	RAIT Financial Trust REIT		73,702
	3,995	Ramco-Gershenson Properties Trust REIT		65,838

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	9,589	Redwood Trust, Inc. REIT	$	209,040
	2,012	Renasant Corp.		54,767
	1,387	Republic Bancorp, Inc., Class A		33,302
	1,311	Resource America, Inc., Class A		11,157
	4,268	RLI Corp.		183,780
	2,632	Ryman Hospitality Properties, Inc. REIT		119,888
	3,178	S&T Bancorp, Inc.		73,920
	3,689	Sabra Health Care REIT, Inc.		110,559
	1,666	Safety Insurance Group, Inc.		89,481
	2,091	Sandy Spring Bancorp, Inc.		50,289
	6,468	Selective Insurance Group, Inc.		148,376
	1,224	Sierra Bancorp		19,107
	2,341	Silver Bay Realty Trust Corp. REIT		35,068
	1,278	Simmons First National Corp., Class A		46,212
	1,345	Southwest Bancorp, Inc.		22,461
	1,788	Springleaf Holdings, Inc.(b)		41,088
	1,277	St. Joe Co. (The)(b)		22,794
	1,698	State Auto Financial Corp.		34,741
	2,224	State Bank Financial Corp.		36,874
	1,987	Stewart Information Services Corp.		60,603
	1,027	Stock Yards Bancorp, Inc.		30,276
	6,860	Strategic Hotels & Resorts, Inc. REIT(b)		74,019
	1,205	Suffolk Bancorp(b)		26,426
	8,898	Sunstone Hotel Investors, Inc. REIT		127,330
	21,835	Susquehanna Bancshares, Inc.		226,211
	4,811	SWS Group, Inc.(b)		35,649
	2,714	TowneBank		41,877
	1,198	TriCo Bancshares		29,051
	9,569	TrustCo Bank Corp. NY		63,251
	7,333	Trustmark Corp.		167,706
	12,562	Umpqua Holdings Corp.		208,906
	4,712	United Bankshares, Inc.		137,826
	2,196	United Community Banks, Inc.(b)		35,465
	4,206	United Community Financial Corp.(b)		14,006
	1,694	United Fire Group, Inc.		47,127
	3,098	Universal Insurance Holdings, Inc.		45,324
	1,977	Univest Corp. of Pennsylvania		38,967
	1,936	Urstadt Biddle Properties, Inc., Class A REIT		39,514
	7,232	Washington REIT		176,895
	8,922	Washington Federal, Inc.		192,537
	1,169	Washington Trust Bancorp, Inc.		39,980
	6,533	Webster Financial Corp.		196,905
	2,905	WesBanco, Inc.		87,847
	1,300	West Bancorporation, Inc.		18,863
	2,086	Westamerica Bancorp.		106,010
	2,041	Western Asset Mortgage Capital Corp. REIT		30,146
	2,846	Westfield Financial, Inc.		19,495
	342	White Mountains Insurance Group Ltd.		203,921
	3,150	Wilshire Bancorp, Inc.		31,500
	3,327	Winthrop Realty Trust REIT		46,245
	684	World Acceptance Corp.(b)(c)		49,658
	871	Yadkin Financial Corp.(b)		16,680
				15,609,744
		Health Care—3.6%
	4,907	Affymetrix, Inc.(b)		36,459
	1,447	Albany Molecular Research, Inc.(b)		23,239

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

67

PowerShares Fundamental Pure Small Value Portfolio (PXSV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	993	Alliance HealthCare Services, Inc.(b)	$	28,261
	7,497	Amedisys, Inc.(b)		102,184
	4,165	AMN Healthcare Services, Inc.(b)		51,979
	3,043	Amsurg Corp.(b)		131,792
	7,971	BioScrip, Inc.(b)		55,159
	5,271	Brookdale Senior Living, Inc.(b)		167,829
	1,400	Cambrex Corp.(b)		28,686
	2,469	Charles River Laboratories International, Inc.(b)		132,635
	3,253	Cross Country Healthcare, Inc.(b)		23,064
	3,782	Emeritus Corp.(b)		112,817
	10,982	Five Star Quality Care, Inc.(b)		53,043
	8,241	Gentiva Health Services, Inc.(b)		62,055
	5,092	Healthways, Inc.(b)(c)		91,656
	4,429	Hill-Rom Holdings, Inc.		165,467
	4,646	Invacare Corp.		73,407
	1,593	LHC Group, Inc.(b)		33,102
	3,825	Magellan Health Services, Inc.(b)		220,779
	4,584	Molina Healthcare, Inc.(b)		171,442
	1,009	National Healthcare Corp.		55,222
	1,936	OraSure Technologies, Inc.(b)		12,681
	19,573	PDL BioPharma, Inc.(c)		166,175
	4,886	PharMerica Corp.(b)		132,850
	1,576	Providence Service Corp. (The)(b)		64,001
	5,160	Skilled Healthcare Group, Inc., Class A(b)		26,626
	835	Surgical Care Affiliates, Inc.(b)		24,532
	780	SurModics, Inc.(b)		16,973
	4,416	Symmetry Medical, Inc.(b)		36,476
	9,016	Universal American Corp.		64,645
				2,365,236
		Industrials—18.8%
	4,556	AAR Corp.		118,000
	7,041	ABM Industries, Inc.		190,741
	21,767	ACCO Brands Corp.(b)		133,432
	10,186	Accuride Corp.(b)		57,449
	1,041	Aerovironment, Inc.(b)		35,155
	7,923	Air Transport Services Group, Inc.(b)		62,037
	7,924	Aircastle Ltd.		139,225
	2,164	Albany International Corp., Class A		77,861
	587	American Science & Engineering, Inc.		39,446
	793	American Woodmark Corp.(b)		23,798
	1,657	Apogee Enterprises, Inc.		52,643
	2,878	Applied Industrial Technologies, Inc.		137,914
	5,139	ARC Document Solutions, Inc.(b)		32,890
	2,625	ArcBest Corp.		103,477
	1,549	Astec Industries, Inc.		61,883
	5,452	Atlas Air Worldwide Holdings, Inc.(b)		190,765
	3,333	Baltic Trading Ltd.		19,965
	2,995	Barnes Group, Inc.		115,367
	5,458	Brady Corp., Class A		140,762
	6,651	Briggs & Stratton Corp.		142,132
	6,446	Brink’s Co. (The)		163,986
	2,100	Builders FirstSource, Inc.(b)		16,485
	6,234	Casella Waste Systems, Inc., Class A(b)		31,793
	6,196	CBIZ, Inc.(b)		53,100
	2,583	CDI Corp.		39,572
	24,616	Cenveo, Inc.(b)(c)		76,063

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	1,747	Columbus McKinnon Corp.(b)	$	46,278
	4,025	Comfort Systems USA, Inc.		60,375
	3,857	Commercial Vehicle Group, Inc.(b)		37,451
	2,039	Courier Corp.		29,627
	14,088	Covanta Holding Corp.		259,924
	1,401	CRA International, Inc.(b)		30,500
	2,856	Crane Co.		207,717
	3,986	Deluxe Corp.		219,031
	2,203	Douglas Dynamics, Inc.		37,165
	1,344	Ducommun, Inc.(b)		32,619
	2,383	Dun & Bradstreet Corp. (The)		263,941
	3,560	Dycom Industries, Inc.(b)		111,784
	1,032	Dynamic Materials Corp.		20,846
	1,050	Encore Wire Corp.		51,166
	2,803	Engility Holdings, Inc.(b)		122,323
	4,023	Ennis, Inc.		60,184
	1,259	EnPro Industries, Inc.(b)		89,653
	3,687	Federal Signal Corp.(b)		55,969
	624	Franklin Covey Co.(b)		12,648
	1,164	FreightCar America, Inc.		30,567
	4,982	FTI Consulting, Inc.(b)		170,883
	1,914	Furmanite Corp.(b)		20,059
	1,636	G&K Services, Inc., Class A		86,610
	4,106	GATX Corp.		269,477
	2,407	GenCorp, Inc.(b)(c)		42,267
	3,015	Gibraltar Industries, Inc.(b)		51,496
	4,212	Global Brass & Copper Holdings, Inc.		66,802
	14,525	GrafTech International Ltd.(b)		162,825
	4,045	Granite Construction, Inc.		151,202
	6,321	Great Lakes Dredge & Dock Corp.(b)		54,550
	1,815	Greenbrier Cos., Inc. (The)(b)		95,179
	3,334	H&E Equipment Services, Inc.(b)		128,526
	1,238	Hardinge, Inc.		16,540
	9,992	Hawaiian Holdings, Inc.(b)		144,384
	3,301	Heartland Express, Inc.		71,830
	2,305	Heidrick & Struggles International, Inc.		43,449
	3,614	Herman Miller, Inc.		111,420
	3,374	Hill International, Inc.(b)		22,673
	3,940	HNI Corp.		138,806
	2,052	Houston Wire & Cable Co.		25,568
	716	Hurco Cos., Inc.		19,089
	2,128	ICF International, Inc.(b)		82,928
	3,255	Insperity, Inc.		104,355
	1,216	Insteel Industries, Inc.		25,025
	3,022	Interface, Inc.		54,366
	1,128	International Shipholding Corp.		30,388
	1,826	John Bean Technologies Corp.		52,936
	1,014	Kadant, Inc.		35,236
	2,381	Kaman Corp.		99,931
	6,390	Kelly Services, Inc., Class A		134,573
	2,050	Kforce, Inc.		47,396
	3,017	Kimball International, Inc., Class B		50,565
	4,311	Knight Transportation, Inc.		102,300
	4,531	Knoll, Inc.		82,419
	3,670	Korn/Ferry International(b)		106,613
	4,576	Layne Christensen Co.(b)		79,714

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

68

PowerShares Fundamental Pure Small Value Portfolio (PXSV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	826	LB Foster Co., Class A	$	39,111
	2,087	Lennox International, Inc.		174,953
	1,642	LMI Aerospace, Inc.(b)		22,397
	3,049	LSI Industries, Inc.		23,203
	1,434	Lydall, Inc.(b)		33,570
	2,305	Macquarie Infrastructure Co. LLC (Australia)		132,584
	7,523	Manitowoc Co., Inc. (The)		239,081
	1,127	Masonite International Corp.(b)		62,098
	5,961	Matson, Inc.		141,216
	1,977	McGrath RentCorp		62,434
	14,511	Meritor, Inc.(b)		172,246
	1,243	Miller Industries, Inc.		24,077
	2,081	MSA Safety, Inc.		109,773
	4,212	Mueller Industries, Inc.		121,895
	9,376	Mueller Water Products, Inc., Class A		85,509
	1,053	National Presto Industries, Inc.(c)		76,090
	5,064	Navigant Consulting, Inc.(b)		85,075
	1,289	NCI Building Systems, Inc.(b)		20,160
	1,307	NN, Inc.		25,578
	1,019	Nortek, Inc.(b)		83,721
	1,125	Northwest Pipe Co.(b)		40,241
	2,929	Orion Marine Group, Inc.(b)		34,357
	588	P.A.M. Transportation Services, Inc.(b)		14,635
	866	Park-Ohio Holdings Corp.(b)		50,566
	468	Patriot Transportation Holding, Inc.(b)		16,324
	1,390	PGT, Inc.(b)		13,830
	4,766	Pike Corp.(b)		45,754
	1,703	Ply Gem Holdings, Inc.(b)		21,713
	3,112	Polypore International, Inc.(b)		107,924
	341	Preformed Line Products Co.		20,378
	7,072	Quad Graphics, Inc.		153,109
	2,991	Quality Distribution, Inc.(b)		37,597
	2,957	Quanex Building Products Corp.		55,710
	23,358	Republic Airways Holdings, Inc.(b)		194,105
	3,409	Resources Connection, Inc.		46,396
	2,714	Rexnord Corp.(b)		72,572
	4,713	Rush Enterprises, Inc., Class A(b)		151,287
	2,093	Saia, Inc.(b)		86,169
	1,349	Schawk, Inc.		26,980
	2,439	Simpson Manufacturing Co., Inc.		79,975
	19,736	SkyWest, Inc.		228,938
	842	Standex International Corp.		49,990
	13,238	Steelcase, Inc., Class A		218,162
	2,331	Sterling Construction Co., Inc.(b)		17,902
	1,478	TRC Cos., Inc.(b)		8,765
	2,565	Trimas Corp.(b)		91,981
	3,097	TrueBlue, Inc.(b)		82,845
	9,916	Tutor Perini Corp.(b)		293,514
	1,153	Twin Disc, Inc.		33,356
	5,689	United Stationers, Inc.		213,508
	1,723	Universal Forest Products, Inc.		86,994
	3,821	USG Corp.(b)		114,095
	11,211	UTi Worldwide, Inc.		109,756
	2,421	Viad Corp.		55,804
	1,068	Vicor Corp.(b)		8,928
	779	VSE Corp.		48,664

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	1,747	Watts Water Technologies, Inc., Class A	$	92,940
	6,855	Werner Enterprises, Inc.		175,488
	3,404	West Corp.		82,887
	943	Willis Lease Finance Corp.(b)		19,011
	2,017	Xerium Technologies, Inc.(b)		27,229
	10,209	YRC Worldwide, Inc.(b)(c)		228,988
				12,312,227
		Information Technology—12.0%
	2,881	Actuate Corp.(b)		16,220
	2,838	Acxiom Corp.(b)		80,145
	3,715	ADTRAN, Inc.		83,327
	1,719	Advanced Energy Industries, Inc.(b)		37,612
	1,913	Aeroflex Holding Corp.(b)		14,634
	1,588	Agilysys, Inc.(b)		19,914
	2,364	Alpha & Omega Semiconductor Ltd.(b)		17,021
	1,660	American Software, Inc., Class A		16,002
	31,443	Amkor Technology, Inc.(b)		249,972
	6,192	ANADIGICS, Inc.(b)		7,740
	1,246	Applied Micro Circuits Corp.(b)		12,099
	21,069	Atmel Corp.(b)		163,706
	4,725	AVX Corp. (Japan)		63,079
	9,302	Axcelis Technologies, Inc.(b)		16,651
	1,251	Bel Fuse, Inc., Class B		27,222
	1,877	Belden, Inc.		138,541
	8,003	Benchmark Electronics, Inc.(b)		185,510
	2,674	Black Box Corp.		56,849
	5,070	Brooks Automation, Inc.		51,866
	2,945	Cabot Microelectronics Corp.(b)		127,725
	8,390	Cadence Design Systems, Inc.(b)		130,548
	6,305	CDW Corp.		177,738
	5,027	Checkpoint Systems, Inc.(b)		64,195
	14,177	CIBER, Inc.(b)		61,245
	3,321	Cinedigm Corp., Class A(b)		8,302
	2,824	Cohu, Inc.		29,087
	3,826	CommScope Holding Co., Inc.(b)		102,078
	13,481	Compuware Corp.		139,663
	2,131	Comtech Telecommunications Corp.		67,659
	7,989	Convergys Corp.		172,083
	3,192	Conversant, Inc.(b)		78,012
	2,039	CTS Corp.		36,274
	6,219	Cypress Semiconductor Corp.(b)		58,894
	2,926	Daktronics, Inc.		38,097
	3,111	Dice Holdings, Inc.(b)		23,799
	6,723	Diebold, Inc.		252,852
	2,877	Digi International, Inc.(b)		25,490
	3,043	Digital River, Inc.(b)		46,527
	2,752	Diodes, Inc.(b)		72,570
	2,027	Dot Hill Systems Corp.(b)		8,371
	2,948	DSP Group, Inc.(b)		23,466
	32,593	EarthLink Holdings Corp.		111,142
	2,822	Eastman Kodak Co.(b)		84,293
	2,202	Electro Rent Corp.		35,562
	3,194	Electro Scientific Industries, Inc.		27,085
	8,936	Emulex Corp.(b)		63,892
	7,428	Entegris, Inc.(b)		82,377
	614	ePlus, Inc.(b)		30,725

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

69

PowerShares Fundamental Pure Small Value Portfolio (PXSV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	2,711	Euronet Worldwide, Inc.(b)	$	124,679
	1,405	Fair Isaac Corp.		80,366
	14,795	Fairchild Semiconductor International, Inc.(b)		188,340
	4,115	FormFactor, Inc.(b)		23,661
	5,200	Freescale Semiconductor Ltd.(b)		114,244
	6,492	Global Cash Access Holdings, Inc.(b)		42,847
	2,563	GSI Group, Inc.(b)		31,115
	1,371	GSI Technology, Inc.(b)		8,706
	2,451	Hackett Group, Inc. (The)		14,706
	9,058	Harmonic, Inc.(b)		63,678
	7,718	Imation Corp.(b)		33,342
	5,924	Integrated Device Technology, Inc.(b)		69,133
	2,483	Integrated Silicon Solution, Inc.(b)		35,904
	3,492	Internap Network Services Corp.(b)		23,466
	5,117	International Rectifier Corp.(b)		133,247
	14,160	Intersil Corp., Class A		174,734
	1,522	Intevac, Inc.(b)		12,252
	5,565	Itron, Inc.(b)		211,470
	1,895	IXYS Corp.		20,447
	9,819	Kemet Corp.(b)		49,193
	2,558	Kofax Ltd. (Bermuda)(b)		19,390
	3,153	Kopin Corp.(b)		10,279
	3,154	Lionbridge Technologies, Inc.(b)		18,546
	2,437	LTX-Credence Corp.(b)		23,468
	1,349	Methode Electronics, Inc.		37,421
	3,169	Micrel, Inc.		31,563
	3,372	MKS Instruments, Inc.		94,922
	7,577	ModusLink Global Solutions, Inc.(b)(c)		30,611
	15,625	Monster Worldwide, Inc.(b)		107,656
	1,220	Move, Inc.(b)		13,042
	1,597	Multi-Fineline Electronix, Inc. (Singapore)(b)		19,771
	1,271	NCI, Inc., Class A(b)		12,672
	2,452	Newport Corp.(b)		45,803
	6,649	OmniVision Technologies, Inc.(b)		129,855
	1,527	Oplink Communications, Inc.(b)		26,173
	1,905	Park Electrochemical Corp.		50,787
	2,491	Pericom Semiconductor Corp.(b)		20,102
	9,631	Photronics, Inc.(b)		83,597
	3,668	Plexus Corp.(b)		153,763
	10,521	PMC - Sierra, Inc.(b)		71,964
	13,209	Polycom, Inc.(b)		162,471
	2,564	PRGX Global, Inc.(b)		16,487
	3,325	Progress Software Corp.(b)		71,354
	9,067	QLogic Corp.(b)		104,996
	30,303	Quantum Corp.(b)		32,727
	4,556	QuinStreet, Inc.(b)		27,792
	3,333	RealNetworks, Inc.(b)		25,131
	15,991	RF Micro Devices, Inc.(b)		134,964
	1,458	Richardson Electronics Ltd.		14,609
	2,944	Rofin-Sinar Technologies, Inc.(b)		65,357
	2,146	Rudolph Technologies, Inc.(b)		19,550
	4,037	ScanSource, Inc.(b)		155,061
	3,423	Sigma Designs, Inc.(b)		12,905
	2,250	Silicon Graphics International Corp.(b)		27,180
	3,331	Silicon Image, Inc.(b)		18,687
	9,938	Sonus Networks, Inc.(b)		32,497

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	6,269	Spansion, Inc., Class A(b)	$	111,776
	4,419	Speed Commerce, Inc.(b)		14,583
	11,473	SunEdison, Inc.(b)		220,626
	4,498	Sykes Enterprises, Inc.(b)		89,015
	1,881	TeleTech Holdings, Inc.(b)		45,389
	9,346	TTM Technologies, Inc.(b)		73,740
	1,830	Ultra Clean Holdings, Inc.(b)		15,592
	10,661	United Online, Inc.		126,333
	1,781	VASCO Data Security International, Inc.(b)		20,321
	480	Viasystems Group, Inc.(b)		5,770
	1,557	Vishay Precision Group, Inc.(b)		25,270
	1,326	WebMD Health Corp.(b)(c)		58,463
	1,375	XO Group, Inc.(b)		14,602
	2,265	Zebra Technologies Corp., Class A(b)		157,282
	894	Zygo Corp.(b)		17,201
				7,812,507
		Materials—7.5%
	3,466	A. Schulman, Inc.		124,499
	3,321	A.M. Castle & Co.(b)		40,782
	978	AEP Industries, Inc.(b)		34,836
	36,293	AK Steel Holding Corp.(b)		254,051
	1,676	AMCOL International Corp.		76,845
	1,612	Ampco-Pittsburgh Corp.		32,288
	3,628	Boise Cascade Co.(b)		90,773
	2,867	Carpenter Technology Corp.		180,048
	7,215	Century Aluminum Co.(b)		99,206
	7,873	Chemtura Corp.(b)		175,568
	17,927	Coeur Mining, Inc.(b)		155,248
	2,435	Cytec Industries, Inc.		232,104
	7,488	Ferro Corp.(b)		97,194
	4,000	Greif, Inc., Class A		216,760
	2,578	H.B. Fuller Co.		119,439
	724	Handy & Harman Ltd.(b)		16,370
	917	Haynes International, Inc.		48,647
	3,567	Headwaters, Inc.(b)		44,516
	2,533	Horsehead Holding Corp.(b)		39,489
	1,798	Kaiser Aluminum Corp.		126,579
	2,459	Koppers Holdings, Inc.		104,999
	4,182	Kraton Performance Polymers, Inc.(b)		108,941
	2,502	Kronos Worldwide, Inc.		39,156
	2,327	Materion Corp.		78,304
	1,823	Minerals Technologies, Inc.		108,450
	2,730	Myers Industries, Inc.		51,051
	1,151	Neenah Paper, Inc.		57,976
	20,530	Noranda Aluminum Holding Corp.		72,882
	8,971	Olin Corp.		252,085
	1,568	Olympic Steel, Inc.		41,332
	4,935	OM Group, Inc.		144,546
	3,947	P.H. Glatfelter Co.		100,727
	1,016	Penford Corp.(b)		12,802
	2,578	RTI International Metals, Inc.(b)		72,596
	6,345	Schnitzer Steel Industries, Inc., Class A		178,104
	3,048	Scotts Miracle-Gro Co. (The), Class A		186,568
	3,524	Sensient Technologies Corp.		190,472
	3,678	Silgan Holdings, Inc.		182,981
	5,833	SunCoke Energy, Inc.(b)		121,735

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

70

PowerShares Fundamental Pure Small Value Portfolio (PXSV) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Materials (continued)
	639	Texas Industries, Inc.(b)	$	55,401
	44,435	Thompson Creek Metals Co., Inc.(b)(c)		119,086
	2,358	Tredegar Corp.		49,070
	768	Universal Stainless & Alloy Products, Inc.(b)		27,564
	1,223	US Concrete, Inc.(b)		30,110
	18,950	Walter Energy, Inc.(c)		136,440
	4,597	Wausau Paper Corp.		54,980
	3,420	Worthington Industries, Inc.		125,856
				4,909,456
		Telecommunication Services—1.4%
	5,144	Cbeyond, Inc.(b)		50,874
	50,958	Cincinnati Bell, Inc.(b)		170,709
	5,269	Consolidated Communications Holdings, Inc.		104,958
	5,601	FairPoint Communications, Inc.(b)		76,398
	4,528	General Communication, Inc., Class A(b)		47,272
	1,190	Hawaiian Telcom Holdco, Inc.(b)		31,678
	1,525	HickoryTech Corp.		18,102
	26,440	Leap Wireless Corp.(b)		66,629
	1,561	Lumos Networks Corp.		20,621
	4,785	NTELOS Holdings Corp.(c)		65,985
	4,601	Premiere Global Services, Inc.(b)		58,525
	2,284	United States Cellular Corp.		94,877
	5,254	USA Mobility, Inc.		90,001
				896,629
		Utilities—6.1%
	3,782	ALLETE, Inc.		195,756
	767	Artesian Resources Corp., Class A		16,889
	53,614	Atlantic Power Corp.(c)		159,234
	7,333	Avista Corp.		235,756
	3,837	Black Hills Corp.		221,587
	3,738	California Water Service Group		84,105
	4,951	Cleco Corp.		260,175
	9,842	Dynegy, Inc.(b)		280,005
	3,506	El Paso Electric Co.		132,597
	5,663	Empire District Electric Co. (The)		137,724
	1,028	Genie Energy Ltd., Class B(b)		8,327
	4,488	IDACORP, Inc.		251,956
	3,164	Laclede Group, Inc. (The)		150,005
	2,834	MGE Energy, Inc.		108,316
	1,472	Middlesex Water Co.		29,926
	4,995	New Jersey Resources Corp.		248,401
	3,609	Northwest Natural Gas Co.		159,770
	4,002	NorthWestern Corp.		193,617
	974	Ormat Technologies, Inc. (Israel)		25,986
	4,106	Otter Tail Corp.		120,306
	7,399	Piedmont Natural Gas Co., Inc.		264,810
	9,859	PNM Resources, Inc.		272,897
	1,379	SJW Corp.		37,550
	2,519	South Jersey Industries, Inc.		144,717
	1,524	Unitil Corp.		50,597
	3,664	UNS Energy Corp.		220,060
				4,011,069
		Total Common Stocks and Other Equity Interests (Cost $58,064,101)		65,301,615

Number of Shares			Value
		Money Market Fund—0.2%
	102,672	Invesco Premier Portfolio—Institutional Class(d) (Cost $102,672)	$	102,672
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $58,166,773)—100.1%		65,404,287
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—3.0%
	1,980,542	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $1,980,542)		1,980,542
		Total Investments (Cost $60,147,315)—103.1%		67,384,829
		Other assets less liabilities—(3.1)%		(2,009,048	)
		Net Assets—100.0%	$	65,375,781

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman	$	1,901,168	$	(1,901,168	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

71

Schedule of Investments^(a)

PowerShares Zacks Micro Cap Portfolio (PZI)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—99.9%
		Consumer Discretionary—14.4%
	14,019	AH Belo Corp., Class A	$	161,359
	26,526	bebe Stores, Inc.		133,956
	333	Biglari Holdings, Inc.(b)		142,864
	13,274	Black Diamond, Inc.(b)		148,005
	16,858	Build-A-Bear Workshop, Inc.(b)		189,147
	21,761	Career Education Corp.(b)		157,114
	5,437	Carmike Cinemas, Inc.(b)		161,261
	2,069	Cavco Industries, Inc.(b)		161,279
	22,641	Century Casinos, Inc.(b)		134,714
	20,549	China Automotive Systems, Inc. (China)(b)		154,528
	31,040	China XD Plastics Co. Ltd. (China)(b)		212,314
	9,966	Citi Trends, Inc.(b)		169,322
	2,236	Core-Mark Holding Co., Inc.		180,087
	6,013	CSS Industries, Inc.		144,132
	9,161	E.W. Scripps Co. (The), Class A(b)		156,928
	16,121	Entercom Communications Corp., Class A(b)		174,107
	24,230	Entravision Communications Corp., Class A		128,661
	12,115	Escalade, Inc.		178,333
	4,315	Flexsteel Industries, Inc.		148,091
	9,014	Fred’s, Inc., Class A		164,235
	15,087	Fuel Systems Solutions, Inc.(b)		158,112
	22,392	Gaiam, Inc., Class A(b)		165,253
	15,655	Gray Television, Inc.(b)		176,119
	5,466	Haverty Furniture Cos., Inc.		139,602
	16,893	hhgregg, Inc.(b)(c)		145,618
	5,660	ITT Educational Services, Inc.(b)		152,820
	18,323	Journal Communications, Inc., Class A(b)		146,950
	9,899	Kandi Technologies Group, Inc. (China)(b)(c)		110,968
	8,780	Kirkland’s, Inc.(b)		150,226
	32,468	Lakes Entertainment, Inc.(b)		160,717
	9,090	Lifetime Brands, Inc.		173,619
	9,721	Marcus Corp. (The)		162,632
	25,286	McClatchy Co. (The), Class A(b)		138,567
	11,081	Modine Manufacturing Co.(b)		182,615
	8,761	Monarch Casino & Resort, Inc.(b)		140,526
	6,110	Motorcar Parts of America, Inc.(b)		167,658
	12,763	Pep Boys-Manny, Moe & Jack (The)(b)		130,438
	11,815	Perry Ellis International, Inc.(b)		178,406
	16,771	Quantum Fuel Systems Technologies Worldwide, Inc.(b)		110,856
	34,249	Radio One, Inc., Class D(b)		154,805
	14,405	Rick’s Cabaret International, Inc.(b)		145,490
	16,250	Salem Communications Corp., Class A		143,162
	9,151	Shiloh Industries, Inc.(b)		180,641
	7,046	Shoe Carnival, Inc.		160,931
	17,684	Skullcandy, Inc.(b)		136,167
	43,523	SORL Auto Parts, Inc.(b)		135,357
	11,587	Stein Mart, Inc.		144,837
	14,456	Stoneridge, Inc.(b)		154,535
	2,248	Strattec Security Corp.		150,189
	10,888	Systemax, Inc.(b)		188,254
	5,964	Tower International, Inc.(b)		165,859
	19,919	TravelCenters of America LLC(b)		150,787
	11,473	Tuesday Morning Corp.(b)		160,393
	7,037	Unifi, Inc.(b)		155,799
	4,229	Universal Electronics, Inc.(b)		157,953

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Discretionary (continued)
	33,403	ValueVision Media, Inc., Class A(b)	$	156,326
	11,867	VOXX International Corp.(b)		139,437
				8,873,061
		Consumer Staples—2.8%
	9,527	Amira Nature Foods Ltd. (United Arab Emirates)(b)(c)		148,240
	13,039	Chiquita Brands International, Inc.(b)		149,688
	21,083	G Willi-Food International Ltd. (Israel)(b)		158,755
	6,815	Ingles Markets, Inc., Class A		156,677
	41,308	Liberator Medical Holdings, Inc.(c)		159,862
	24,050	Mgp Ingredients, Inc.		140,452
	13,450	Omega Protein Corp.(b)		152,792
	10,583	Pantry, Inc. (The)(b)		159,168
	23,596	Roundy’s, Inc.(c)		159,745
	6,994	Spartan Stores, Inc.		150,651
	13,746	SunOpta, Inc. (Canada)(b)		160,416
				1,696,446
		Energy—9.4%
	2,803	Adams Resources & Energy, Inc.		201,984
	32,929	Advantage Oil & Gas Ltd. (Canada)(b)		208,441
	95,494	Cal Dive International, Inc.(b)(c)		141,331
	19,395	Callon Petroleum Co.(b)		178,046
	14,826	Capital Product Partners LP (Greece)(c)		163,086
	20,866	DHT Holdings, Inc.		162,963
	35,445	Equal Energy Ltd.		160,566
	5,539	Era Group, Inc.(b)		158,138
	41,099	Forbes Energy Services Ltd.(b)		170,150
	29,678	Gastar Exploration, Inc.(b)		196,765
	43,175	Harvest Natural Resources, Inc.(b)		194,719
	11,981	Knightsbridge Tankers Ltd. (Bermuda)		143,173
	4,806	Matrix Service Co.(b)		148,842
	27,609	Miller Energy Resources, Inc.(b)(c)		133,075
	5,386	Natural Gas Services Group, Inc.(b)		165,296
	44,355	Navios Maritime Acquisition Corp.		157,460
	11,180	Niska Gas Storage Partners LLC, Class U		180,781
	16,498	Nordic American Tankers Ltd.		142,378
	22,547	North American Energy Partners, Inc. (Canada)		177,445
	10,433	Pacific Ethanol, Inc.(b)		162,755
	22,897	Parker Drilling Co.(b)		151,807
	3,670	PHI, Inc.(b)		164,416
	12,536	Pioneer Energy Services Corp.(b)		187,664
	13,551	Renewable Energy Group, Inc.(b)		159,495
	2,846	REX American Resources Corp.(b)		186,015
	11,876	Rhino Resource Partners LP(c)		153,200
	14,278	StealthGas, Inc.(b)		154,774
	15,087	Swift Energy Co.(b)		186,023
	45,859	Teekay Tankers Ltd., Class A		160,048
	8,775	Tesco Corp.(b)		175,500
	19,701	Triangle Petroleum Corp.(b)		189,524
	20,920	Tsakos Energy Navigation Ltd.		149,160
	34,105	US Energy Corp. Wyoming(b)		144,946
	33,821	Warren Resources, Inc.(b)		171,472
	12,864	Willbros Group, Inc.(b)		142,919
				5,824,357

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

72

PowerShares Zacks Micro Cap Portfolio (PZI) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials—28.3%
	21,193	1st United Bancorp, Inc.	$	155,133
	6,967	Ameris Bancorp(b)		148,188
	3,697	AMERISAFE, Inc.		157,677
	9,762	Apollo Commercial Real Estate Finance, Inc. REIT		166,052
	6,131	Arlington Asset Investment Corp., Class A		162,165
	11,858	Atlas Financial Holdings (Cayman Islands)(b)		165,538
	13,231	Banc of California, Inc.		166,314
	8,630	Bancorp, Inc. (The)(b)		136,527
	3,939	Banner Corp.		155,748
	6,273	Berkshire Hills Bancorp, Inc.		146,976
	9,368	BNC Bancorp		152,698
	17,233	Brookline Bancorp, Inc.		156,476
	12,555	Calamos Asset Management, Inc., Class A		152,920
	6,465	Capital Bank Financial Corp., Class A(b)		154,190
	12,224	Capital City Bank Group, Inc.		169,914
	4,676	Capital Southwest Corp.		164,128
	14,866	Centerstate Banks, Inc.		163,080
	66,261	China Housing & Land Development, Inc.(b)(c)		149,087
	7,073	Cim Commercial Trust Corp. REIT		156,384
	3,914	Community Trust Bancorp, Inc.		144,309
	36,812	Cowen Group, Inc., Class A(b)		151,297
	8,823	Cu Bancorp(b)		160,137
	7,779	Customers Bancorp, Inc.(b)		171,371
	7,794	CyrusOne, Inc. REIT		155,880
	9,561	Dime Community Bancshares, Inc.		155,844
	18,703	Doral Financial Corp. (Puerto Rico)(b)(c)		178,801
	4,497	Eagle Bancorp, Inc.(b)		150,155
	6,815	Ellington Financial LLC		161,311
	4,569	EMC Insurance Group, Inc.		150,731
	8,089	Enterprise Financial Services Corp.		144,550
	7,228	Farmers Capital Bank Corp.(b)		150,993
	6,285	FBR & Co.(b)		162,153
	8,861	Federated National Holding Co.		172,169
	8,544	First Bancorp.		147,042
	3,441	First Business Financial Services, Inc.		155,568
	17,958	First Commonwealth Financial Corp.		154,259
	5,986	First Defiance Financial Corp.		161,742
	15,994	First Financial Northwest, Inc.		163,139
	7,502	First Merchants Corp.		159,192
	7,604	Firsthand Technology Value Fund, Inc.(b)		148,734
	7,705	Flushing Financial Corp.		148,090
	9,120	Forestar Group, Inc.(b)		155,496
	10,991	FXCM, Inc., Class A		170,141
	15,018	Gain Capital Holdings, Inc.		151,682
	16,105	Gladstone Capital Corp.(c)		155,735
	19,630	Gladstone Investment Corp.		154,292
	6,163	Global Indemnity PLC(b)		165,168
	9,100	Golub Capital BDC, Inc.		152,152
	16,010	GSV Capital Corp.(b)(c)		140,568
	6,967	Hanmi Financial Corp.		148,188
	4,460	HCI Group, Inc.		172,513
	6,015	Heartland Financial USA, Inc.		146,164
	11,538	Hercules Technology Growth Capital, Inc.		157,840
	9,595	Heritage Financial Corp.		155,055
	8,262	Heritage Financial Group, Inc.		159,043
	7,950	ICG Group, Inc.(b)		162,021

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	28,233	Imperial Holdings, Inc.(b)(c)	$	188,879
	12,097	Independence Holding Co.		157,987
	12,507	Independent Bank Corp.		162,841
	4,123	Independent Bank Corp.		153,046
	2,400	Infinity Property & Casualty Corp.		154,008
	21,791	Intervest Bancshares Corp.(b)		164,958
	8,630	INTL FCStone, Inc.(b)		163,280
	8,037	Investment Technology Group, Inc.(b)		165,884
	22,833	JMP Group, Inc.		157,776
	3,368	Kansas City Life Insurance Co.		140,041
	53,755	Ladenburg Thalmann Financial Services, Inc.(b)		146,751
	4,036	Lakeland Financial Corp.		147,718
	14,215	LNB Bancorp, Inc.		161,767
	13,008	Maiden Holdings Ltd.		153,494
	9,494	MainSource Financial Group, Inc.		156,936
	27,846	Meadowbrook Insurance Group, Inc.		155,938
	7,873	Mercantile Bank Corp.		153,602
	3,620	Meta Financial Group, Inc.		151,714
	664	National Western Life Insurance Co., Class A		154,878
	2,644	Navigators Group, Inc. (The)(b)		150,629
	11,157	New Mountain Finance Corp.		159,657
	20,866	New York Mortgage Trust, Inc. REIT		153,782
	12,624	Northfield Bancorp, Inc.		163,733
	9,444	OFG Bancorp		161,115
	5,787	Oppenheimer Holdings, Inc., Class A		147,337
	7,379	Peapack Gladstone Financial Corp.		140,275
	14,691	PennantPark Investment Corp.		157,194
	3,137	Phoenix Cos., Inc. (The)(b)		138,091
	6,246	PICO Holdings, Inc.(b)		145,219
	3,545	Piper Jaffray Cos.(b)		155,484
	19,121	RAIT Financial Trust REIT		156,410
	6,583	Regional Management Corp.(b)		100,983
	5,588	Renasant Corp.		152,105
	42,166	Republic First Bancorp, Inc.(b)		186,374
	6,850	S&T Bancorp, Inc.		159,331
	7,319	Safeguard Scientifics, Inc.(b)		153,772
	3,015	Safety Insurance Group, Inc.		161,936
	6,499	Sandy Spring Bancorp, Inc.		156,301
	4,356	Simmons First National Corp., Class A		157,513
	9,224	Simplicity Bancorp, Inc.		159,944
	9,177	State Bank Financial Corp.		152,155
	12,823	Sterling Bancorp		153,363
	4,621	Stewart Information Services Corp.		140,941
	7,280	Suffolk Bancorp(b)		159,650
	17,493	Summit Hotel Properties, Inc. REIT		158,487
	9,809	TCP Capital Corp.		158,808
	23,060	TrustCo Bank Corp.		152,427
	11,945	United Financial Bancorp, Inc.		157,196
	5,349	United Fire Group, Inc.		148,809
	11,112	United Insurance Holdings Corp.		169,458
	12,783	Universal Insurance Holdings, Inc.		187,015
	15,625	Waterstone Financial, Inc.		162,656
	5,100	WesBanco, Inc.		154,224
	14,625	Wilshire Bancorp, Inc.		146,250
	2,273	WSFS Financial Corp.		153,700
	7,582	Yadkin Financial Corp.(b)		145,195
				17,481,737

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

73

PowerShares Zacks Micro Cap Portfolio (PZI) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care—8.9%
	7,043	Addus HomeCare Corp.(b)	$	152,270
	22,768	Affymetrix, Inc.(b)		169,166
	8,733	Albany Molecular Research, Inc.(b)		140,252
	7,028	Almost Family, Inc.(b)		150,891
	10,903	Amedisys, Inc.(b)		148,608
	10,307	AngioDynamics, Inc.(b)		138,526
	5,178	Ani Pharmaceuticals, Inc.(b)		161,088
	3,950	Anika Therapeutics, Inc.(b)		168,823
	9,887	Arrowhead Research Corp.(b)		107,768
	16,089	Biotelemetry, Inc.(b)		127,747
	8,603	Cambrex Corp.(b)		176,275
	71,832	Catalyst Pharmaceutical Partners, Inc.(b)		149,411
	29,409	Chelsea Therapeutics International Ltd.(b)(c)		143,516
	40,585	China Cord Blood Corp. (Hong Kong)(b)		174,921
	20,116	Cross Country Healthcare, Inc.(b)		142,622
	16,299	CryoLife, Inc.		147,995
	33,403	Five Star Quality Care, Inc.(b)		161,337
	9,234	Fonar Corp.(b)		142,850
	39,789	Idera Pharmaceuticals, Inc.(b)(c)		113,001
	48,751	Inovio Pharmaceuticals, Inc.(b)(c)		115,540
	8,526	Insmed, Inc.(b)		118,852
	8,513	Invacare Corp.		134,505
	18,179	Iridex Corp.(b)		151,431
	11,352	Merit Medical Systems, Inc.(b)		146,100
	6,292	Natus Medical, Inc.(b)		156,230
	14,092	Nordion, Inc. (Canada)(b)		163,185
	30,344	Pacific Biosciences of California, Inc.(b)		134,121
	5,802	PharMerica Corp.(b)		157,756
	5,740	Providence Service Corp. (The)(b)		233,101
	12,624	Repligen Corp.(b)		200,090
	22,547	Sinovac Biotech Ltd. (China)(b)		133,929
	7,973	Stemline Therapeutics, Inc.(b)		122,067
	34,177	Targacept, Inc.(b)		151,746
	7,554	Tekmira Pharmaceuticals Corp. (Canada)(b)		100,393
	10,058	Triple-S Management Corp., Class B (Puerto Rico)(b)		150,669
	9,990	Vanda Pharmaceuticals, Inc.(b)		139,161
	8,278	Zeltiq Aesthetics, Inc.(b)		151,405
				5,477,348
		Industrials—16.1%
	8,081	Aceto Corp.		176,812
	8,544	Adept Technology, Inc.(b)		102,186
	16,464	Aegean Marine Petroleum Network, Inc. (Greece)		151,963
	20,680	Air Transport Services Group, Inc.(b)		161,924
	2,988	Alamo Group, Inc.		158,723
	21,820	ARC Document Solutions, Inc.(b)		139,648
	4,727	ARC Group Worldwide, Inc.(b)(c)		195,792
	4,393	ArcBest Corp.		173,172
	5,460	Argan, Inc.		146,164
	26,100	Arotech Corp.(b)(c)		90,567
	36,895	Ballard Power Systems, Inc. (Canada)(b)(c)		135,036
	25,727	Baltic Trading Ltd.		154,105
	13,285	Broadwind Energy, Inc.(b)		179,215
	17,723	CBIZ, Inc.(b)		151,886
	9,466	CDI Corp.		145,019
	9,785	Ceco Environmental Corp.		155,484

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	41,308	China Recycling Energy Corp.(b)(c)	$	128,468
	6,060	Columbus McKinnon Corp.(b)		160,529
	16,073	Covenant Transport Group, Inc., Class A(b)		164,748
	12,488	CPI Aerostructures, Inc.(b)		168,213
	21,645	Danaos Corp. (Greece)(b)		125,974
	6,478	Ducommun, Inc.(b)		157,221
	40,687	Eagle Bulk Shipping, Inc.(b)(c)		118,806
	3,604	Engility Holdings, Inc.(b)		157,279
	9,797	Ennis, Inc.		146,563
	8,407	Erickson Air-Crane, Inc.(b)(c)		132,915
	32,468	Fuel Tech, Inc.(b)		197,730
	16,531	Furmanite Corp.(b)		173,245
	8,603	Gibraltar Industries, Inc.(b)		146,939
	37,319	Global Ship Lease, Inc., Class A (United Kingdom)(b)		141,812
	13,596	Griffon Corp.		144,661
	11,274	Hardinge, Inc.		150,621
	11,629	Hawaiian Holdings, Inc.(b)		168,039
	30,572	Highpower International, Inc. (China)(b)(c)		144,606
	29,516	Hill International, Inc.(b)		198,348
	4,078	ICF International, Inc.(b)		158,920
	5,514	International Shipholding Corp.		148,547
	21,559	Jinpan International Ltd. (China)		158,890
	4,451	Kadant, Inc.		154,672
	6,841	Kelly Services, Inc., Class A		144,071
	21,530	Kratos Defense & Security Solutions, Inc.(b)		155,447
	10,191	LS Starrett Co. (The), Class A		159,183
	9,959	Manitex International, Inc.(b)		163,925
	7,544	Marten Transport Ltd.		176,982
	11,928	Mfri, Inc.(b)		129,896
	4,638	Multi-Color Corp.		161,634
	8,700	Navigant Consulting, Inc.(b)		146,160
	8,241	NN, Inc.		161,276
	4,489	Northwest Pipe Co.(b)		160,572
	22,392	Orion Energy Systems, Inc.(b)		118,678
	8,166	P.A.M. Transportation Services, Inc.(b)		203,252
	23,699	Paragon Shipping, Inc., Class A (Greece)(b)(c)		132,951
	2,891	Park-Ohio Holdings Corp.(b)		168,806
	3,662	Patrick Industries, Inc.(b)		146,736
	6,926	PowerSecure International, Inc.(b)		153,965
	17,761	Republic Airways Holdings, Inc.(b)		147,594
	17,052	Safe Bulkers, Inc. (Greece)(c)		138,462
	4,249	Saia, Inc.(b)		174,931
	12,723	SkyWest, Inc.		147,587
	5,544	Sparton Corp.(b)		150,575
	11,376	Star Bulk Carriers Corp. (Greece)(b)		135,147
	21,056	Supreme Industries, Inc., Class A(b)		119,388
	52,368	Ultrapetrol Bahamas Ltd. (Argentina)(b)		148,201
	3,080	VSE Corp.		192,408
	7,931	Willis Lease Finance Corp.(b)		159,889
				9,963,158
		Information Technology—15.6%
	11,219	Alliance Fiber Optic Products, Inc.(c)		215,629
	6,078	Ambarella Inc.(b)(c)		151,038
	13,339	Amtech Systems, Inc.(b)		114,049
	22,392	AudioCodes Ltd. (Israel)(b)		127,858

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

74

PowerShares Zacks Micro Cap Portfolio (PZI) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	13,060	Autobytel, Inc.(b)	$	162,466
	75,507	Axcelis Technologies, Inc.(b)		135,158
	7,413	Bel Fuse, Inc., Class B		161,307
	6,670	Black Box Corp.		141,804
	8,245	Blucora, Inc.(b)		158,716
	14,853	Brooks Automation, Inc.		151,946
	43,994	Camtek Ltd. (Israel)(b)(c)		136,821
	35,138	China Information Technology, Inc. (China)(b)		142,660
	7,359	ChipMOS TECHNOLOGIES Bermuda Ltd. (Taiwan)		154,833
	7,031	Clearfield, Inc.(b)		110,809
	15,838	Clearone, Inc.(b)		160,914
	5,095	Comtech Telecommunications Corp.		161,766
	7,775	CTS Corp.		138,317
	5,986	Datawatch Corp.(b)		80,991
	9,314	Digital River, Inc.(b)		142,411
	41,948	Dot Hill Systems Corp.(b)		173,245
	18,789	DSP Group, Inc.(b)		149,561
	21,967	Emulex Corp.(b)		157,064
	52,537	Envivio, Inc.(b)		139,748
	27,990	Extreme Networks, Inc.(b)		160,103
	25,405	FormFactor, Inc.(b)		146,079
	22,737	Harmonic, Inc.(b)		159,841
	28,135	Imation Corp.(b)		121,543
	10,440	Integrated Silicon Solution, Inc.(b)		150,962
	16,736	Intevac, Inc.(b)		134,725
	15,869	IntraLinks Holdings, Inc.(b)		145,201
	14,303	IXYS Corp.		154,329
	20,707	Lattice Semiconductor Corp.(b)		174,353
	23,734	Livedeal, Inc.(b)(c)		105,379
	18,220	LTX-Credence Corp.(b)		175,459
	15,446	Marchex, Inc., Class B		142,876
	49,797	Meetme, Inc.(b)(c)		138,436
	12,289	Mercury Systems, Inc.(b)		171,554
	38,378	ModusLink Global Solutions, Inc.(b)(c)		155,047
	21,703	Monster Worldwide, Inc.(b)		149,534
	15,272	NCI, Inc., Class A(b)		152,262
	20,472	NeoPhotonics Corp.(b)		118,123
	56,368	Newtek Business Services, Inc.(b)		155,576
	52,368	Oclaro, Inc.(b)		178,051
	63,167	On Track Innovations Ltd. (Israel)(b)		145,284
	9,039	Oplink Communications, Inc.(b)		154,929
	10,548	Orbotech Ltd. (Israel)(b)		155,478
	7,989	PC Connection, Inc.		159,860
	16,599	PCM, Inc.(b)		172,962
	13,383	Perceptron, Inc.		157,919
	8,959	Perficient, Inc.(b)		163,681
	20,733	Pericom Semiconductor Corp.(b)		167,315
	19,032	Photronics, Inc.(b)		165,198
	14,379	Rubicon Technology, Inc.(b)(c)		145,659
	20,017	Sapiens International Corp. NV (Curacao)(b)		157,534
	18,877	ShoreTel, Inc.(b)		142,521
	7,437	Sierra Wireless, Inc. (Canada)(b)(c)		160,342
	34,105	Sigma Designs, Inc.(b)		128,576
	2,617	Silicom Ltd. (Israel)		126,925
	9,346	Super Micro Computer, Inc.(b)		190,285

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	22,516	TechTarget, Inc.(b)	$	144,553
	19,212	TTM Technologies, Inc.(b)		151,583
	12,345	Ultra Clean Holdings, Inc.(b)		105,179
	9,341	Vishay Precision Group, Inc.(b)		151,604
	43,994	Westell Technologies, Inc., Class A(b)		143,420
	38,469	Zhone Technologies, Inc.(b)(c)		106,559
				9,655,910
		Materials—2.3%
	12,966	Core Molding Technologies, Inc.(b)		155,722
	67,082	Gulf Resources, Inc. (China)(b)		123,431
	4,026	Hi-Crush Partners LP		163,415
	9,652	Horsehead Holding Corp.(b)		150,475
	4,785	Materion Corp.		161,015
	48,172	Nevsun Resources Ltd. (Canada)		175,346
	5,656	Olympic Steel, Inc.		149,092
	5,550	Suncoke Energy Partners LP		163,170
	6,908	US Concrete, Inc.(b)		170,075
				1,411,741
		Telecommunication Services—1.4%
	14,228	General Communication, Inc., Class A(b)		148,540
	5,698	Hawaiian Telcom Holdco, Inc.(b)		151,681
	11,173	Inteliquent, Inc.		152,400
	21,616	Iridium Communications, Inc.(b)		144,179
	5,028	Shenandoah Telecommunications Co.		140,935
	8,934	USA Mobility, Inc.		153,039
				890,774
		Utilities—0.7%
	12,317	Consolidated Water Co. Ltd. (Cayman Islands)		143,124
	16,283	Genie Energy Ltd., Class B(b)		131,892
	27,750	Star Gas Partners LP		176,212
				451,228
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $60,149,535)—99.9%		61,725,760
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—5.5%
	3,407,046	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $3,407,046)		3,407,046
		Total Investments (Cost $63,556,581)—105.4%		65,132,806
		Other assets less liabilities—(5.4)%		(3,351,275	)
		Net Assets—100.0%	$	61,781,531

Investment Abbreviations:

REIT—Real Estate Investment Trust

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

75

PowerShares Zacks Micro Cap Portfolio (PZI) (continued)

April 30, 2014

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d) The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Citibank	$	3,172,639	$	(3,172,639	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

76

(This Page Intentionally Left Blank)

Statements of Assets and Liabilities

April 30, 2014

	PowerShares Dynamic Large Cap Growth Portfolio (PWB)			PowerShares Dynamic Large Cap Value Portfolio  (PWV)			PowerShares Fundamental Pure Large Core Portfolio (PXLC)			PowerShares Fundamental Pure Large Growth Portfolio  (PXLG)
Assets:
Unaffiliated investments, at value(a).	$	285,605,787		$	800,952,461		$	40,751,078		$	106,236,192
Affiliated investments, at value		134,194			78,211			40,900			122,837
Total investments, at value		285,739,981			801,030,672			40,791,978			106,359,029
Foreign currencies, at value		—			—			—			—
Receivables:
Investments sold		6,426,016			—			—			—
Dividends		129,692			626,576			40,838			47,889
Foreign tax reclaims		—			—			—			—
Security lending		—			—			—			—
Expenses absorbed		—			—			—			—
Other assets		3,329			5,435			11,486			40,077
Total Assets		292,299,018			801,662,683			40,844,302			106,446,995
Liabilities:
Due to custodian		—			—			—			—
Payables:
Shares repurchased		6,383,040			—			—			—
Investments purchased		—			—			—			—
Collateral upon return of securities loaned		—			—			—			—
Accrued advisory fees		120,406			320,468			3,736			21,464
Accrued trustees’ and officer’s fees		26,422			31,743			11,774			7,317
Accrued expenses		94,592			222,569			58,396			96,490
Total Liabilities		6,624,460			574,780			73,906			125,271
Net Assets	$	285,674,558		$	801,087,903		$	40,770,396		$	106,321,724
Net Assets Consist of:
Shares of beneficial interest	$	519,415,454		$	835,613,999		$	45,802,542		$	90,775,115
Undistributed net investment income		197,491			1,589,571			30,948			202,298
Undistributed net realized gain (loss)		(257,303,442	)		(147,998,068	)		(10,822,366	)		(1,125,458	)
Net unrealized appreciation		23,365,055			111,882,401			5,759,272			16,469,769
Net Assets	$	285,674,558		$	801,087,903		$	40,770,396		$	106,321,724
Shares outstanding (unlimited amount authorized, $0.01 par value)		11,150,000			27,150,000			1,100,000			3,600,001
Net asset value	$	25.62		$	29.51		$	37.06		$	29.53
Market price	$	25.62		$	29.49		$	37.08		$	29.52
Unaffiliated investments, at cost	$	262,240,732		$	689,070,060		$	34,991,806		$	89,766,423
Affiliated investments, at cost	$	134,194		$	78,211		$	40,900		$	122,837
Total investments, at cost	$	262,374,926		$	689,148,271		$	35,032,706		$	89,889,260
Foreign currencies, at cost	$	—		$	—		$	—		$	—
(a) Includes securities on loan with an aggregate value of	$	—		$	—		$	—		$	—

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

78

PowerShares Fundamental Pure Large Value Portfolio (PXLV)			PowerShares Fundamental Pure Mid Core Portfolio  (PXMC)			PowerShares Fundamental Pure Mid Growth Portfolio  (PXMG)			PowerShares Fundamental Pure Mid Value Portfolio  (PXMV)			PowerShares Fundamental Pure Small Core Portfolio  (PXSC)			PowerShares Fundamental Pure Small Growth Portfolio  (PXSG)			PowerShares Fundamental Pure Small Value Portfolio  (PXSV)			PowerShares Zacks Micro Cap Portfolio  (PZI)
$	14,695,246		$	30,494,757		$	91,139,849		$	42,708,760		$	14,780,556		$	29,871,276		$	65,301,615		$	61,725,760
	17,692			422,145			487,205			1,785,849			43,639			1,236,169			2,083,214			3,407,046
	14,712,938			30,916,902			91,627,054			44,494,609			14,824,195			31,107,445			67,384,829			65,132,806
	—			—			—			150,595			—			—			—			—
	—			—			—			216,850			7,219			24,116			—			259,773
	25,876			5,978			29,214			27,250			5,415			12,253			37,147			10,816
	—			—			—			—			—			—			—			138
	—			—			—			3,397			—			2,519			12,703			26,371
	5,960			1,889			—			2,600			7,117			2,942			—			—
	14,406			25,852			14,177			3,332			5,204			36,724			8,389			2,935
	14,759,180			30,950,621			91,670,445			44,898,633			14,849,150			31,185,999			67,443,068			65,432,839
	—			—			—			66,772			—			—			—			140,561
	—			—			—			—			—			—			—			—
	—			—			—			268,118			5,805			29,760			—			—
	—			—			—			1,785,849			—			1,186,531			1,980,542			3,407,046
	—			—			23,671			—			—			—			187			17,314
	6,305			11,282			18,617			12,609			10,938			12,159			13,711			13,506
	52,155			72,192			73,018			56,320			48,761			85,338			72,847			72,881
	58,460			83,474			115,306			2,189,668			65,504			1,313,788			2,067,287			3,651,308
$	14,700,720		$	30,867,147		$	91,555,139		$	42,708,965		$	14,783,646		$	29,872,211		$	65,375,781		$	61,781,531
$	12,941,075		$	37,846,610		$	249,326,298		$	80,502,922		$	23,692,159		$	76,643,733		$	103,334,569		$	151,403,203
	47,012			39,889			197,674			59,531			21,797			173,520			76,309			365,535
	(64,869	)		(10,838,717	)		(172,516,921	)		(45,132,064	)		(10,120,689	)		(50,659,974	)		(45,272,620	)		(91,563,432	)
	1,777,502			3,819,365			14,548,088			7,278,576			1,190,379			3,714,932			7,237,523			1,576,225
$	14,700,720		$	30,867,147		$	91,555,139		$	42,708,965		$	14,783,646		$	29,872,211		$	65,375,781		$	61,781,531
	500,001			850,000			3,050,000			1,650,000			450,000			1,250,000			2,650,000			3,800,000
$	29.40		$	36.31		$	30.02		$	25.88		$	32.85		$	23.90		$	24.67		$	16.26
$	29.39		$	36.25		$	29.99		$	25.87		$	32.84		$	23.89		$	24.68		$	16.25
$	12,917,744		$	26,726,869		$	76,574,748		$	35,443,864		$	13,590,177		$	26,156,344		$	58,064,101		$	60,149,535
$	17,692		$	370,668		$	504,218		$	1,785,849		$	43,639		$	1,236,169		$	2,083,214		$	3,407,046
$	12,935,436		$	27,097,537		$	77,078,966		$	37,229,713		$	13,633,816		$	27,392,513		$	60,147,315		$	63,556,581
$	—		$	—		$	—		$	136,915		$	—		$	—		$	—		$	—
$	—		$	—		$	—		$	1,741,934		$	—		$	1,165,981		$	1,901,168		$	3,172,639

79

Statements of Operations

For the year ended April 30, 2014

	PowerShares Dynamic Large Cap Growth Portfolio (PWB)			PowerShares Dynamic Large Cap Value Portfolio  (PWV)			PowerShares Fundamental Pure Large Core Portfolio  (PXLC)			PowerShares Fundamental Pure Large Growth Portfolio  (PXLG)
Investment Income:
Unaffiliated dividend income	$	2,522,864		$	18,056,739		$	761,033		$	2,102,480
Affiliated dividend income		26			54			10			10
Securities lending income		—			—			—			—
Foreign withholding tax		—			—			—			(1,079	)
Total Income		2,522,890			18,056,793			761,043			2,101,411
Expenses:
Advisory fees		1,251,441			3,462,943			98,670			273,026
Sub-licensing		75,087			207,777			18,102			55,024
Accounting & administration fees		49,170			136,726			36,058			36,058
Professional fees		29,274			35,636			28,895			25,819
Trustees’ and officer’s fees		15,287			26,737			9,450			11,255
Listing fee and expenses		8,294			8,647			7,520			7,520
Custodian & transfer agent fees		3,646			9,990			3,447			5,500
Other expenses		19,088			50,776			2,924			8,582
Total Expenses		1,451,287			3,939,232			205,066			422,784
Waivers		(179	)		(389	)		(72,442	)		(55,680	)
Net Expenses		1,451,108			3,938,843			132,624			367,104
Net Investment Income		1,071,782			14,117,950			628,419			1,734,307
Realized and Unrealized Gain (Loss):
Net realized gain (loss) from:
Investment securities		3,392,769			(13,777,124	)		(52,976	)		(1,099,111	)
In-kind redemptions		57,795,794			106,835,740			3,359,973			3,896,255
Foreign currencies		—			—			—			—
Net realized gain		61,188,563			93,058,616			3,306,997			2,797,144
Change in net unrealized appreciation (depreciation) on:
Investment securities		(17,475,378	)		14,932,987			2,610,982			13,154,514
Foreign currencies		—			—			—			—
Net change in unrealized appreciation (depreciation)		(17,475,378	)		14,932,987			2,610,982			13,154,514
Net realized and unrealized gain		43,713,185			107,991,603			5,917,979			15,951,658
Net increase in net assets resulting from operations	$	44,784,967		$	122,109,553		$	6,546,398		$	17,685,965

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

80

PowerShares Fundamental Pure Large Value Portfolio  (PXLV)			PowerShares Fundamental Pure Mid Core Portfolio  (PXMC)			PowerShares Fundamental Pure Mid Growth Portfolio  (PXMG)			PowerShares Fundamental Pure Mid Value Portfolio  (PXMV)			PowerShares Fundamental Pure Small Core Portfolio  (PXSC)			PowerShares Fundamental Pure Small Growth Portfolio  (PXSG)			PowerShares Fundamental Pure Small Value Portfolio  (PXSV)			PowerShares Zacks Micro Cap Portfolio  (PZI)
$	334,068		$	407,072		$	1,354,992		$	705,158		$	228,901		$	335,652		$	941,026		$	908,167
	7			8,739			12,527			1			11			15,579			14			14
	—			—			—			9,876			—			10,562			35,372			175,006
	—			(399	)		—			—			(646	)		(28	)		(537	)		(1,433	)
	334,075			415,412			1,367,519			715,035			228,266			361,765			975,875			1,081,754
	35,699			76,415			251,557			106,133			45,815			81,451			166,644			271,662
	6,646			14,158			46,534			19,338			8,523			14,892			30,598			54,361
	36,058			36,058			36,058			36,058			36,058			36,058			36,058			36,058
	24,456			28,209			33,893			30,834			28,074			32,688			27,399			20,832
	8,915			9,289			11,034			9,547			9,027			9,263			10,101			9,930
	7,520			8,294			7,520			7,520			7,520			7,520			7,520			8,647
	5,263			5,403			5,741			13,056			6,124			9,235			23,613			10,794
	5,035			4,681			(1,429	)		4,968			7,241			6,622			10,726			18,314
	129,592			182,507			390,908			227,454			148,382			197,729			312,659			430,598
	(81,627	)		(79,806	)		(52,719	)		(84,727	)		(86,835	)		(88,267	)		(88,634	)		(50,309	)
	47,965			102,701			338,189			142,727			61,547			109,462			224,025			380,289
	286,110			312,711			1,029,330			572,308			166,719			252,303			751,850			701,465
	(47,318	)		(316,435	)		(1,101,744	)		(61,583	)		(314,704	)		(780,799	)		75,184			(485,536	)
	788,535			2,850,773			7,843,778			4,058,270			3,025,277			3,577,003			8,406,488			10,618,066
	—			—			—			—			—			—			10			(1,711	)
	741,217			2,534,338			6,742,034			3,996,687			2,710,573			2,796,204			8,481,682			10,130,819
	1,060,399			2,159,025			5,747,374			3,633,213			(109,024	)		2,457,284			3,919,692			(1,735,740	)
	—			—			—			7,403			—			—			9			1,000
	1,060,399			2,159,025			5,747,374			3,640,616			(109,024	)		2,457,284			3,919,701			(1,734,740	)
	1,801,616			4,693,363			12,489,408			7,637,303			2,601,549			5,253,488			12,401,383			8,396,079
$	2,087,726		$	5,006,074		$	13,518,738		$	8,209,611		$	2,768,268		$	5,505,791		$	13,153,233		$	9,097,544

81

Statements of Changes in Net Assets

For the years ended April 30, 2014 and 2013

	PowerShares Dynamic Large Cap Growth Portfolio (PWB)						PowerShares Dynamic Large Cap Value Portfolio (PWV)
	2014			2013			2014			2013
Operations:
Net investment income	$	1,071,782		$	2,024,457		$	14,117,950		$	10,894,233
Net realized gain		61,188,563			21,861,235			93,058,616			37,231,755
Net change in unrealized appreciation (depreciation)		(17,475,378	)		2,739,360			14,932,987			57,544,945
Net increase in net assets resulting from operations		44,784,967			26,625,052			122,109,553			105,670,933
Distributions to Shareholders from:
Net investment income		(1,108,791	)		(1,990,554	)		(13,897,107	)		(10,900,743	)
Net realized gains		—			—			—			—
Total distributions to shareholders		(1,108,791	)		(1,990,554	)		(13,897,107	)		(10,900,743	)
Shareholder Transactions:
Proceeds from shares sold		323,660,690			166,875,738			868,969,018			450,245,291
Value of shares repurchased		(294,559,223	)		(169,626,504	)		(750,918,793	)		(389,930,643	)
Net increase (decrease) in net assets resulting from shares transactions		29,101,467			(2,750,766	)		118,050,225			60,314,648
Increase (Decrease) in Net Assets		72,777,643			21,883,732			226,262,671			155,084,838
Net Assets:
Beginning of year		212,896,915			191,013,183			574,825,232			419,740,394
End of year	$	285,674,558		$	212,896,915		$	801,087,903		$	574,825,232
Undistributed net investment income at end of year	$	197,491		$	234,500		$	1,589,571		$	1,368,728
Changes in Shares Outstanding:
Shares sold		13,350,000			8,950,000			32,150,000			20,750,000
Shares repurchased		(12,200,000	)		(9,150,000	)		(27,800,000	)		(18,200,000	)
Shares outstanding, beginning of year		10,000,000			10,200,000			22,800,000			20,250,000
Shares outstanding, end of year		11,150,000			10,000,000			27,150,000			22,800,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

82

PowerShares Fundamental Pure Large Core Portfolio (PXLC)						PowerShares Fundamental Pure Large Growth Portfolio  (PXLG)						PowerShares Fundamental Pure Large Value Portfolio  (PXLV)						PowerShares Fundamental Pure Mid Core Portfolio (PXMC)
2014			2013			2014			2013			2014			2013			2014			2013
$	628,419		$	608,250		$	1,734,307		$	384,170		$	286,110		$	141,166		$	312,711		$	283,696
	3,306,997			2,361,514			2,797,144			1,834,815			741,217			882,558			2,534,338			941,088
	2,610,982			1,527,836			13,154,514			3,127,962			1,060,399			211,524			2,159,025			1,551,100
	6,546,398			4,497,600			17,685,965			5,346,947			2,087,726			1,235,248			5,006,074			2,775,884
	(612,506	)		(662,935	)		(2,133,201	)		(166,518	)		(263,618	)		(147,580	)		(309,864	)		(280,344	)
	—			—			(65,835	)		—			(7,335	)		—			—			—
	(612,506	)		(662,935	)		(2,199,036	)		(166,518	)		(270,953	)		(147,580	)		(309,864	)		(280,344	)
	21,427,256			10,362,143			30,772,536			97,586,544			8,206,110			2,477,129			17,246,882			2,985,502
	(14,464,293	)		(11,649,294	)		(22,754,152	)		(24,390,578	)		(2,871,073	)		(4,164,302	)		(10,844,266	)		(4,335,466	)
	6,962,963			(1,287,151	)		8,018,384			73,195,966			5,335,037			(1,687,173	)		6,402,616			(1,349,964	)
	12,896,855			2,547,514			23,505,313			78,376,395			7,151,810			(599,505	)		11,098,826			1,145,576
	27,873,541			25,326,027			82,816,411			4,440,016			7,548,910			8,148,415			19,768,321			18,622,745
$	40,770,396		$	27,873,541		$	106,321,724		$	82,816,411		$	14,700,720		$	7,548,910		$	30,867,147		$	19,768,321
$	30,948		$	15,035		$	202,298		$	233,801		$	47,012		$	11,501		$	39,889		$	37,042
	600,000			350,000			1,100,000			4,100,000			300,000			100,000			500,000			100,000
	(400,000	)		(400,000	)		(800,000	)		(1,000,000	)		(100,000	)		(200,000	)		(300,000	)		(150,000	)
	900,000			950,000			3,300,001			200,001			300,001			400,001			650,000			700,000
	1,100,000			900,000			3,600,001			3,300,001			500,001			300,001			850,000			650,000

83

Statements of Changes in Net Assets (continued)

For the years ended April 30, 2014 and 2013

	PowerShares Fundamental Pure Mid Growth Portfolio (PXMG)						PowerShares Fundamental Pure Mid Value Portfolio (PXMV)
	2014			2013			2014			2013
Operations:
Net investment income	$	1,029,330		$	904,339		$	572,308		$	607,661
Net realized gain		6,742,034			3,643,371			3,996,687			2,891,074
Net change in unrealized appreciation (depreciation)		5,747,374			7,042,985			3,640,616			2,887,178
Net increase in net assets resulting from operations		13,518,738			11,590,695			8,209,611			6,385,913
Distributions to Shareholders from:
Net investment income		(1,178,058	)		(795,069	)		(549,786	)		(648,717	)
Net realized gains		—			—			—			—
Total distributions to shareholders		(1,178,058	)		(795,069	)		(549,786	)		(648,717	)
Shareholder Transactions:
Proceeds from shares sold		24,086,636			16,376,600			18,202,301			4,102,250
Value of shares repurchased		(26,973,280	)		(32,274,525	)		(11,473,851	)		(13,926,465	)
Net increase (decrease) in net assets resulting from shares transactions		(2,886,644	)		(15,897,925	)		6,728,450			(9,824,215	)
Increase (Decrease) in Net Assets		9,454,036			(5,102,299	)		14,388,275			(4,087,019	)
Net Assets:
Beginning of year		82,101,103			87,203,402			28,320,690			32,407,709
End of year	$	91,555,139		$	82,101,103		$	42,708,965		$	28,320,690
Undistributed net investment income at end of year	$	197,674		$	346,402		$	59,531		$	37,009
Changes in Shares Outstanding:
Shares sold		800,000			650,000			750,000			200,000
Shares repurchased		(900,000	)		(1,350,000	)		(450,000	)		(750,000	)
Shares outstanding, beginning of year		3,150,000			3,850,000			1,350,000			1,900,000
Shares outstanding, end of year		3,050,000			3,150,000			1,650,000			1,350,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

84

PowerShares Fundamental Pure Small Core Portfolio (PXSC)						PowerShares Fundamental Pure Small Growth Portfolio (PXSG)						PowerShares Fundamental Pure Small Value Portfolio (PXSV)						PowerShares Zacks Micro Cap Portfolio (PZI)
2014			2013			2014			2013			2014			2013			2014			2013
$	166,719		$	259,345		$	252,303		$	196,216		$	751,850		$	873,607		$	701,465		$	531,305
	2,710,573			810,582			2,796,204			1,224,815			8,481,682			5,434,528			10,130,819			4,356,483
	(109,024	)		1,020,540			2,457,284			1,497,396			3,919,701			2,795,165			(1,734,740	)		1,125,876
	2,768,268			2,090,467			5,505,791			2,918,427			13,153,233			9,103,300			9,097,544			6,013,664
	(198,389	)		(259,833	)		(268,388	)		(218,960	)		(729,968	)		(957,949	)		(512,267	)		(557,741	)
	—			—			—			—			—			—			—			—
	(198,389	)		(259,833	)		(268,388	)		(218,960	)		(729,968	)		(957,949	)		(512,267	)		(557,741	)
	9,749,513			2,734,348			8,700,003			4,953,667			28,894,203			9,762,249			48,525,479			34,331,596
	(12,825,382	)		(5,010,393	)		(10,711,283	)		(11,919,697	)		(24,025,732	)		(22,135,140	)		(37,384,029	)		(31,751,422	)
	(3,075,869	)		(2,276,045	)		(2,011,280	)		(6,966,030	)		4,868,471			(12,372,891	)		11,141,450			2,580,174
	(505,990	)		(445,411	)		3,226,123			(4,266,563	)		17,291,736			(4,227,540	)		19,726,727			8,036,097
	15,289,636			15,735,047			26,646,088			30,912,651			48,084,045			52,311,585			42,054,804			34,018,707
$	14,783,646		$	15,289,636		$	29,872,211		$	26,646,088		$	65,375,781		$	48,084,045		$	61,781,531		$	42,054,804
$	21,797		$	53,467		$	173,520		$	189,920		$	76,309		$	59,627		$	365,535		$	128,568
	300,000			100,000			350,000			250,000			1,150,000			500,000			3,050,000			2,700,000
	(400,000	)		(200,000	)		(450,000	)		(650,000	)		(950,000	)		(1,250,000	)		(2,350,000	)		(2,600,000	)
	550,000			650,000			1,350,000			1,750,000			2,450,000			3,200,000			3,100,000			3,000,000
	450,000			550,000			1,250,000			1,350,000			2,650,000			2,450,000			3,800,000			3,100,000

85

Financial Highlights

PowerShares Dynamic Large Cap Growth Portfolio (PWB)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	21.29		$	18.73		$	17.63		$	14.91		$	11.03
Net investment income(a)		0.10			0.21			0.15			0.11			0.06
Net realized and unrealized gain on investments		4.34			2.55			1.09			2.72			3.91
Total from investment operations		4.44			2.76			1.24			2.83			3.97
Distributions to shareholders from:
Net investment income		(0.11	)		(0.20	)		(0.14	)		(0.11	)		(0.09	)
Net asset value at end of year	$	25.62		$	21.29		$	18.73		$	17.63		$	14.91
Market price at end of year(b)	$	25.62		$	21.28		$	18.72		$	17.63		$	14.91
Net Asset Value Total Return(c)		20.91	%		14.91	%		7.18	%		19.08	%		36.15	%
Market Price Total Return(c)		20.96	%		14.92	%		7.12	%		19.08	%		36.15	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	285,675		$	212,897		$	191,013		$	196,574		$	230,334
Ratio to average net assets of:
Expenses, after Waivers		0.58	%		0.59	%		0.61	%		0.63	%		0.61	%
Expenses, prior to Waivers		0.58	%		0.59	%		0.62	%		0.64	%		0.61	%
Net investment income, after Waivers		0.43	%		1.08	%		0.89	%		0.73	%		0.45	%
Portfolio turnover rate(d)		123	%		47	%		64	%		45	%		67	%

PowerShares Dynamic Large Cap Value Portfolio (PWV)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	25.21		$	20.73		$	20.35		$	18.05		$	13.54
Net investment income(a)		0.55			0.52			0.46			0.40			0.39
Net realized and unrealized gain on investments		4.30			4.48			0.38			2.33			4.52
Total from investment operations		4.85			5.00			0.84			2.73			4.91
Distributions to shareholders from:
Net investment income		(0.55	)		(0.52	)		(0.46	)		(0.43	)		(0.40	)
Net asset value at end of year	$	29.51		$	25.21		$	20.73		$	20.35		$	18.05
Market price at end of year(b)	$	29.49		$	25.22		$	20.71		$	20.36		$	18.05
Net Asset Value Total Return(c)		19.48	%		24.55	%		4.34	%		15.50	%		36.69	%
Market Price Total Return(c)		19.35	%		24.72	%		4.20	%		15.49	%		36.67	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	801,088		$	574,825		$	419,740		$	422,319		$	349,265
Ratio to average net assets of:
Expenses, after Waivers		0.57	%		0.59	%		0.59	%		0.61	%		0.63	%
Expenses, prior to Waivers		0.57	%		0.59	%		0.59	%		0.61	%		0.60	%
Net investment income, after Waivers		2.04	%		2.36	%		2.39	%		2.22	%		2.46	%
Portfolio turnover rate(d)		103	%		58	%		41	%		40	%		47	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

86

Financial Highlights (continued)

PowerShares Fundamental Pure Large Core Portfolio (PXLC)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	30.97		$	26.66		$	26.42		$	23.26		$	17.56
Net investment income(a)		0.63			0.65			0.57			0.37			0.27
Net realized and unrealized gain on investments		6.03			4.35			0.32			3.16			5.74
Total from investment operations		6.66			5.00			0.89			3.53			6.01
Distributions to shareholders from:
Net investment income		(0.57	)		(0.69	)		(0.65	)		(0.37	)		(0.31	)
Net asset value at end of year	$	37.06		$	30.97		$	26.66		$	26.42		$	23.26
Market price at end of year(b)	$	37.08		$	30.98		$	26.66		$	26.42		$	23.26
Net Asset Value Total Return(c)		21.69	%		19.10	%		3.64	%		15.40	%		34.56	%
Market Price Total Return(c)		21.72	%		19.15	%		3.64	%		15.40	%		34.64	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	40,770		$	27,874		$	25,326		$	35,673		$	38,376
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.43	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.60	%		0.80	%		0.90	%		0.99	%		0.88	%
Net investment income, after Waivers		1.85	%		2.38	%		2.32	%		1.61	%		1.32	%
Portfolio turnover rate(d)		38	%		43	%		58	%		41	%		62	%

PowerShares Fundamental Pure Large Growth Portfolio (PXLG)

	Year Ended April 30,						For the Period June 13, 2011(e) Through April 30, 2012
	2014			2013
Per Share Operating Performance:
Net asset value at beginning of year	$	25.10		$	22.20		$	20.00
Net investment income(a)		0.50			0.39			0.28
Net realized and unrealized gain on investments		4.57			2.87			2.09
Total from investment operations		5.07			3.26			2.37
Distributions to shareholders from:
Net investment income		(0.62	)		(0.36	)		(0.17	)
Net realized gain capital gains		(0.02	)		—			—
Total distributions		(0.64	)		(0.36	)		(0.17	)
Net asset value at end of year	$	29.53		$	25.10		$	22.20
Market price at end of year(b)	$	29.52		$	25.08		$	22.19
Net Asset Value Total Return(c)		20.54	%		14.87	%		11.99	%(f)
Market Price Total Return(c)		20.59	%		14.83	%		11.94	%(f)
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	106,322		$	82,816		$	4,440
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.39	%(g)
Expenses, prior to Waivers		0.45	%		0.79	%		7.69	%(g)
Net investment income, after Waivers		1.84	%		1.63	%		1.54	%(g)
Portfolio turnover rate(d)		22	%		90	%		3	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

^(e)  Commencement of Investment Operations.

^(f)  The net asset value total return from Fund Inception (June 16, 2011, the first day of trading on the Exchange) to April 30, 2012 was 13.81%. The market price total return from Fund Inception to April 30, 2012 was 13.87%.

^(g)  Annualized.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

87

Financial Highlights (continued)

PowerShares Fundamental Pure Large Value Portfolio (PXLV)

	Year Ended April 30,						For the Period June 13, 2011(a) Through April 30, 2012
	2014			2013
Per Share Operating Performance:
Net asset value at beginning of year	$	25.16		$	20.37		$	20.00
Net investment income(b)		0.63			0.52			0.39
Net realized and unrealized gain on investments		4.17			4.77			0.33
Total from investment operations		4.80			5.29			0.72
Distributions to shareholders from:
Net investment income		(0.54	)		(0.50	)		(0.35	)
Net realized gains		(0.02	)		—			—
Total distributions		(0.56	)		(0.50	)		(0.35	)
Net asset value at end of year	$	29.40		$	25.16		$	20.37
Market price at end of year(c)	$	29.39		$	25.16		$	20.35
Net Asset Value Total Return(d)		19.27	%		26.41	%		3.80	%(e)
Market Price Total Return(d)		19.23	%		26.53	%		3.70	%(e)
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	14,701		$	7,549		$	8,148
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.39	%(f)
Expenses, prior to Waivers		1.05	%		2.10	%		2.87	%(f)
Net investment income, after Waivers		2.32	%		2.43	%		2.38	%(f)
Portfolio turnover rate(g)		23	%		9	%		2	%

PowerShares Fundamental Pure Mid Core Portfolio (PXMC)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	30.41		$	26.60		$	27.15		$	23.05		$	16.30
Net investment income(b)		0.40			0.43			0.29			0.21			0.18
Net realized and unrealized gain (loss) on investments		5.90			3.80			(0.57	)		4.10			6.73
Total from investment operations		6.30			4.23			(0.28	)		4.31			6.91
Distributions to shareholders from:
Net investment income		(0.40	)		(0.42	)		(0.27	)		(0.21	)		(0.16	)
Net asset value at end of year	$	36.31		$	30.41		$	26.60		$	27.15		$	23.05
Market price at end of year(c)	$	36.25		$	30.39		$	26.62		$	27.15		$	23.04
Net Asset Value Total Return(d)		20.85	%		16.16	%		(0.93	)%		18.84	%		42.59	%
Market Price Total Return(d)		20.73	%		16.00	%		(0.85	)%		18.89	%		42.62	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	30,867		$	19,768		$	18,623		$	23,081		$	25,353
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.43	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.69	%		1.00	%		1.01	%		1.20	%		1.11	%
Net investment income, after Waivers		1.19	%		1.58	%		1.16	%		0.88	%		0.92	%
Portfolio turnover rate(g)		50	%		38	%		83	%		47	%		76	%

^(a)  Commencement of Investment Operations.

^(b)  Based on average shares outstanding.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  The net asset value total return from Fund Inception (June 16, 2011, the first day of trading on the Exchange) to April 30, 2012 was 5.17%. The market price total return from Fund Inception to April 30, 2012 was 5.23%.

^(f)  Annualized.

^(g)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

88

Financial Highlights (continued)

PowerShares Fundamental Pure Mid Growth Portfolio (PXMG)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	26.06		$	22.65		$	24.13		$	19.11		$	13.87
Net investment income (loss)(a)		0.33			0.26			0.13			(0.01	)		0.00	(b)
Net realized and unrealized gain (loss) on investments		4.01			3.38			(1.53	)		5.09			5.25
Total from investment operations		4.34			3.64			(1.40	)		5.08			5.25
Distributions to shareholders from:
Net investment income		(0.38	)		(0.23	)		(0.08	)		—			(0.00	)(b)
Return of capital		—			—			—			(0.06	)		(0.01	)
Total distributions		(0.38	)		(0.23	)		(0.08	)		(0.06	)		(0.01	)
Net asset value at end of year	$	30.02		$	26.06		$	22.65		$	24.13		$	19.11
Market price at end of year(c)	$	29.99		$	26.04		$	22.63		$	24.13		$	19.10
Net Asset Value Total Return(d)		16.80	%		16.23	%		(5.74	)%		26.61	%		37.89	%
Market Price Total Return(d)		16.77	%		16.25	%		(5.83	)%		26.67	%		38.02	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	91,555		$	82,101		$	87,203		$	130,290		$	128,044
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.43	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.45	%		0.54	%		0.55	%		0.69	%		0.66	%
Net investment income (loss), after Waivers		1.19	%		1.14	%		0.61	%		(0.06	)%		0.03	%
Portfolio turnover rate(e)		33	%		33	%		75	%		49	%		75	%

PowerShares Fundamental Pure Mid Value Portfolio (PXMV)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	20.98		$	17.06		$	17.07		$	15.37		$	11.16
Net investment income(a)		0.37			0.37			0.25			0.15			0.23
Net realized and unrealized gain (loss) on investments		4.87			3.94			(0.03	)		1.70			4.24
Total from investment operations		5.24			4.31			0.22			1.85			4.47
Distributions to shareholders from:
Net investment income		(0.34	)		(0.39	)		(0.23	)		(0.15	)		(0.26	)
Net asset value at end of year	$	25.88		$	20.98		$	17.06		$	17.07		$	15.37
Market price at end of year(c)	$	25.87		$	20.98		$	17.04		$	17.07		$	15.36
Net Asset Value Total Return(d)		25.19	%		25.74	%		1.42	%		12.16	%		40.58	%
Market Price Total Return(d)		25.14	%		25.89	%		1.30	%		12.24	%		40.88	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	42,709		$	28,321		$	32,408		$	40,970		$	43,818
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.43	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.62	%		0.82	%		0.79	%		0.91	%		0.84	%
Net investment income, after Waivers		1.56	%		2.08	%		1.57	%		0.99	%		1.76	%
Portfolio turnover rate(e)		33	%		25	%		83	%		65	%		86	%

^(a)  Based on average shares outstanding.

^(b)  Amount represents less than $0.005.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

89

Financial Highlights (continued)

PowerShares Fundamental Pure Small Core Portfolio (PXSC)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	27.80		$	24.21		$	25.32		$	21.07		$	15.03
Net investment income(a)		0.33			0.46			0.22			0.09			0.11
Net realized and unrealized gain (loss) on investments		5.12			3.60			(1.18	)		4.25			6.08
Total from investment operations		5.45			4.06			(0.96	)		4.34			6.19
Distributions to shareholders from:
Net investment income		(0.40	)		(0.47	)		(0.15	)		(0.09	)		(0.14	)
Return of capital		—			—			—			—			(0.01	)
Total distributions		(0.40	)		(0.47	)		(0.15	)		(0.09	)		(0.15	)
Net asset value at end of year	$	32.85		$	27.80		$	24.21		$	25.32		$	21.07
Market price at end of year(b)	$	32.84		$	27.76		$	24.18		$	25.33		$	21.05
Net Asset Value Total Return(c)		19.76	%		17.05	%		(3.70	)%		20.64	%		41.37	%
Market Price Total Return(c)		19.90	%		17.03	%		(3.85	)%		20.80	%		41.52	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	14,784		$	15,290		$	15,735		$	18,991		$	18,960
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.43	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.94	%		1.22	%		1.25	%		1.41	%		1.26	%
Net investment income, after Waivers		1.06	%		1.88	%		0.97	%		0.42	%		0.59	%
Portfolio turnover rate(d)		50	%		45	%		97	%		68	%		93	%

PowerShares Fundamental Pure Small Growth Portfolio (PXSG)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	19.74		$	17.66		$	19.03		$	14.12		$	10.49
Net investment income (loss)(a)		0.20			0.13			0.07			(0.05	)		0.05
Net realized and unrealized gain (loss) on investments		4.17			2.08			(1.44	)		4.96			3.67
Total from investment operations		4.37			2.21			(1.37	)		4.91			3.72
Distributions to shareholders from:
Net investment income		(0.21	)		(0.13	)		—			—			(0.07	)
Return of capital		—			—			—			—			(0.02	)
Total distributions		(0.21	)		(0.13	)		—			—			(0.09	)
Net asset value at end of year	$	23.90		$	19.74		$	17.66		$	19.03		$	14.12
Market price at end of year(b)	$	23.89		$	19.72		$	17.64		$	19.05		$	14.10
Net Asset Value Total Return(c)		22.31	%		12.63	%		(7.20	)%		34.77	%		35.60	%
Market Price Total Return(c)		22.38	%		12.65	%		(7.40	)%		35.11	%		35.54	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	29,872		$	26,646		$	30,913		$	109,451		$	32,473
Ratio to average net assets of:
Expenses, after Waivers		0.39	%(e)		0.39	%(e)		0.48	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.70	%(e)		0.92	%(e)		0.69	%		0.93	%		0.94	%
Net investment income (loss), after Waivers		0.90	%		0.72	%		0.41	%		(0.37	)%		0.41	%
Portfolio turnover rate(d)		39	%		39	%		189	%		57	%		113	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  Net assets 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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning at the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

^(e)  In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Such indirect expenses are not included in the expense ratio shown. Estimated investment company expenses are not expenses that are incurred directly by the Fund. They are expenses that are incurred directly by the investment companies and are deducted from the value of the funds that the Fund invests in. The effect of the estimated investment company expenses that the Fund bears indirectly is included in the Fund’s total return.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

90

Financial Highlights (continued)

PowerShares Fundamental Pure Small Value Portfolio (PXSV)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	19.63		$	16.35		$	17.07		$	14.64		$	10.38
Net investment income(a)		0.30			0.32			0.19			0.16			0.09
Net realized and unrealized gain (loss) on investments		5.03			3.31			(0.72	)		2.45			4.25
Total from investment operations		5.33			3.63			(0.53	)		2.61			4.34
Distributions to shareholders from:
Net investment income		(0.29	)		(0.35	)		(0.19	)		(0.18	)		(0.08	)
Net asset value at end of year	$	24.67		$	19.63		$	16.35		$	17.07		$	14.64
Market price at end of year(b)	$	24.68		$	19.61		$	16.33		$	17.08		$	14.62
Net Asset Value Total Return(c)		27.29	%		22.56	%		(3.01	)%		18.03	%		42.03	%
Market Price Total Return(c)		27.47	%		22.58	%		(3.18	)%		18.26	%		42.11	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	65,376		$	48,084		$	52,312		$	72,540		$	72,453
Ratio to average net assets of:
Expenses, after Waivers		0.39	%		0.39	%		0.43	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.54	%		0.70	%		0.64	%		0.80	%		0.74	%
Net investment income, after Waivers		1.31	%		1.87	%		1.28	%		1.14	%		0.73	%
Portfolio turnover rate(d)		43	%		31	%		109	%		90	%		116	%

PowerShares Zacks Micro Cap Portfolio (PZI)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	13.57		$	11.34		$	12.53		$	11.69		$	8.10
Net investment income(a)		0.20			0.20			0.10			0.04			0.04
Net realized and unrealized gain (loss) on investments		2.65			2.25			(1.16	)		0.88			3.62
Total from investment operations		2.85			2.45			(1.06	)		0.92			3.66
Distributions to shareholders from:
Net investment income		(0.16	)		(0.22	)		(0.13	)		(0.08	)		(0.07	)
Net asset value at end of year	$	16.26		$	13.57		$	11.34		$	12.53		$	11.69
Market price at end of year(b)	$	16.25		$	13.54		$	11.32		$	12.52		$	11.68
Net Asset Value Total Return(c)		21.06	%		21.95	%		(8.34	)%		7.97	%		45.49	%
Market Price Total Return(c)		21.25	%		21.90	%		(8.42	)%		7.97	%		45.37	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	61,782		$	42,055		$	34,019		$	98,964		$	53,758
Ratio to average net assets of:
Expenses, after Waivers(e)		0.70	%		0.70	%		0.70	%		0.70	%		0.70	%
Expenses, prior to Waivers(e)		0.79	%		0.98	%		0.92	%		0.85	%		0.93	%
Net investment income, after Waivers		1.29	%		1.72	%		0.92	%		0.39	%		0.38	%
Portfolio turnover rate(d)		123	%		96	%		67	%		61	%		78	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

^(e)  In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Such indirect expenses are not included in the expense ratio shown. Estimated investment company expenses are not expenses that are incurred directly by the Fund. They are expenses that are incurred directly by the investment companies and are deducted from the value of the funds that the Fund invests in. The effect of the estimated investment company expenses that the Fund bears indirectly is included in the Fund’s total return.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

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Notes to Financial Statements

PowerShares Exchange-Traded Fund Trust

April 30, 2014

Note 1. Organization

PowerShares Exchange-Traded Fund Trust (the “Trust”) was organized as a Massachusetts business trust on June 9, 2000 and is authorized to have multiple series of portfolios. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of April 30, 2014, the Trust offered fifty-three portfolios. This report includes the following portfolios:

Full Name	Short Name
PowerShares Dynamic Large Cap Growth Portfolio (PWB)	“Dynamic Large Cap Growth Portfolio”
PowerShares Dynamic Large Cap Value Portfolio (PWV)	“Dynamic Large Cap Value Portfolio”
PowerShares Fundamental Pure Large Core Portfolio (PXLC)	“Fundamental Pure Large Core Portfolio”
PowerShares Fundamental Pure Large Growth Portfolio (PXLG)	“Fundamental Pure Large Growth Portfolio”
PowerShares Fundamental Pure Large Value Portfolio (PXLV)	“Fundamental Pure Large Value Portfolio”
PowerShares Fundamental Pure Mid Core Portfolio (PXMC)	“Fundamental Pure Mid Core Portfolio”
PowerShares Fundamental Pure Mid Growth Portfolio (PXMG)	“Fundamental Pure Mid Growth Portfolio”
PowerShares Fundamental Pure Mid Value Portfolio (PXMV)	“Fundamental Pure Mid Value Portfolio”
PowerShares Fundamental Pure Small Core Portfolio (PXSC)	“Fundamental Pure Small Core Portfolio”
PowerShares Fundamental Pure Small Growth Portfolio (PXSG)	“Fundamental Pure Small Growth Portfolio”
PowerShares Fundamental Pure Small Value Portfolio (PXSV)	“Fundamental Pure Small Value Portfolio”
PowerShares Zacks Micro Cap Portfolio (PZI)	“Zacks Micro Cap Portfolio”

Each portfolio (each, a “Fund”, and collectively, the “Funds”) represents a separate series of the Trust. The shares of the Funds are referred to herein as “Shares” or “Fund’s Shares.” Each Fund’s Shares are listed and traded on NYSE Arca, Inc.

The market prices of each Fund’s Shares may differ to some degree from the Fund’s net asset value (“NAV”). Unlike conventional mutual funds, each Fund issues and redeems Shares on a continuous basis, at NAV, only in a large specified number of Shares, each called a “Creation Unit.” Creation Units are issued and redeemed in exchange for the deposit or delivery of a basket of securities (“Deposit Securities”). Except when aggregated in Creation Units by Authorized Participants, the Shares are not individually redeemable securities of the Funds.

The investment objective of each Fund is to seek investment results that generally correspond (before fees and expenses) to the price and yield of its respective index listed below (each, an “Underlying Index”):

Fund	Underlying Index
Dynamic Large Cap Growth Portfolio	Dynamic Large Cap Growth IntellidexSM Index
Dynamic Large Cap Value Portfolio	Dynamic Large Cap Value IntellidexSM Index
Fundamental Pure Large Core Portfolio	RAFI® Fundamental Large Core Index
Fundamental Pure Large Growth Portfolio	RAFI® Fundamental Large Growth Index
Fundamental Pure Large Value Portfolio	RAFI® Fundamental Large Value Index
Fundamental Pure Mid Core Portfolio	RAFI® Fundamental Mid Core Index
Fundamental Pure Mid Growth Portfolio	RAFI® Fundamental Mid Growth Index
Fundamental Pure Mid Value Portfolio	RAFI® Fundamental Mid Value Index
Fundamental Pure Small Core Portfolio	RAFI® Fundamental Small Core Index
Fundamental Pure Small Growth Portfolio	RAFI® Fundamental Small Growth Index
Fundamental Pure Small Value Portfolio	RAFI® Fundamental Small Value Index
Zacks Micro Cap Portfolio	Zacks Micro Cap IndexTM

Note 2. Significant Accounting Policies

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements, including estimates and assumptions related to taxation. Actual results could differ from these estimates. In addition, the Funds monitor for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

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A. Security Valuation

Securities, including restricted securities, are valued according to the following policies.

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. When such securities are valued by an independent pricing service they may be considered fair valued. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining NAV per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day NAV per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Securities with a demand feature exercisable within one to seven days are valued at par. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the London world markets. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that Invesco PowerShares Capital Management LLC (the “Adviser”) determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith following procedures approved by the Board of Trustees. Issuer-specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

Each Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain of each Fund’s investments.

Valuations change in response to many factors, including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

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B. Other Risks

Index Risk. Unlike many investment companies, the Funds do not utilize investing strategies that seek returns in excess of their Underlying Indexes. Therefore, a Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from its respective Underlying Index, even if that security generally is underperforming.

Equity Risk. Equity risk is the risk that the value of the securities that each Fund holds will fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities a Fund holds participate or factors relating to specific companies in which the Funds invest. For example, an adverse event, such as an unfavorable earnings report, may depress the value of securities a Fund holds; the price of securities 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 securities a Fund holds. In addition, securities of an issuer in the 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.

Industry Concentration Risk. In following its methodology, each Fund’s Underlying Index from time to time may be concentrated to a significant degree in securities of issuers located in a single industry or a sector. To the extent that an Underlying Index concentrates in the securities of issuers in a particular industry or sector, each Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or sector, a Fund may face more risks than if it were diversified broadly over numerous industries or sectors. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole. Any factors detrimental to the performance of such industry or sector will disproportionately impact a Fund’s NAV.

Non-Diversified Fund Risk. Fundamental Pure Large Growth Portfolio and Fundamental Pure Large Value Portfolio are non-diversified and can invest a greater portion of its assets in securities of individual issuers than diversified funds. As a result, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase a Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on a Fund’s performance.

Non-Correlation Risk. Each Fund’s return may not match the return of its Underlying Index for a number of reasons. For example, each 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 each Fund and its Underlying Index may vary due to asset valuation differences and differences between each Fund’s portfolio and its Underlying Index resulting from legal restrictions, cost or liquidity constraints.

Core Risk. For Fundamental Pure Large Core Portfolio, Fundamental Pure Mid Core Portfolio and Fundamental Pure Small Core Portfolio, the returns on “core” securities may or may not move in tandem with the returns on other styles of investing or the overall stock market. Thus, the value of each Fund’s investments will vary and at times may be lower or higher than that of other types of investments.

“Fundamentally Large” Company Risk. For Fundamental Pure Large Core Portfolio, Fundamental Pure Large Growth Portfolio and Fundamental Pure Large Value Portfolio, returns on investments in common stocks of “fundamentally large” U.S. companies could trail the returns on investments in common stocks of smaller companies or other large companies based on market capitalization.

“Fundamentally Mid-Sized” Company Risk. For Fundamental Pure Mid Core Portfolio, Fundamental Pure Mid Growth Portfolio and Fundamental Pure Mid Value Portfolio, investing in common stocks of “fundamentally mid-sized” companies involves greater risk than customarily is associated with investing in larger, more established companies. These companies’ common stocks may be more volatile and less liquid than those of more established companies. These common stocks may have returns that vary, sometimes significantly, from the overall stock market. Often “fundamentally mid-sized” companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.

“Fundamentally Small” Company Risk. For Fundamental Pure Small Core Portfolio, Fundamental Pure Small Growth Portfolio and Fundamental Pure Small Value Portfolio, investing in common stocks of “fundamentally small” companies involves greater risk than customarily in associated with investing in larger, more established companies. These companies’ common stocks may be more volatile and less liquid than those of more established companies. These common stocks may have returns that vary, sometimes significantly, from the overall stock market. Often “fundamentally small” companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.

Growth Risk. For Dynamic Large Cap Growth Portfolio, Fundamental Pure Large Growth Portfolio, Fundamental Pure Mid Growth Portfolio and Fundamental Pure Small Growth Portfolio, the market values of “growth” 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 stock market. Thus, the value of each Fund’s investments will vary and at times may be lower or higher than that of other types of investments.

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Micro Capitalization Company Risk. Zacks Micro Cap Portfolio’s investments in the securities of micro capitalization companies involve substantially greater risks of loss and price fluctuations. Micro capitalization companies carry additional risks because their earnings and revenues tend to be less predictable (and some companies may be experiencing significant losses), and their share prices tend to be more volatile and their markets less liquid than companies with larger market capitalizations. Also, it may take a long time before the Fund realizes a gain, if any, on an investment in a micro capitalization company.

Value Risk. For Dynamic Large Cap Value Portfolio, Fundamental Pure Large Value Portfolio, Fundamental Pure Mid Value Portfolio and Fundamental Pure Small Value Portfolio, “value” securities are subject to the risk that the valuations never improve or that the returns on “value” securities are less than returns on other styles of investing or the overall stock market. Thus, the value of each Fund’s investments will vary and at times may be lower or higher than that of other types of investments.

C. Federal Income Taxes

Each Fund intends to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute substantially all of the Fund’s taxable earnings to its shareholders. As such, the Funds will not be subject to federal income taxes on otherwise taxable income (including net realized gains) that is distributed to the shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These timing differences are primarily due to differing book and tax treatments for in-kind transactions, losses deferred due to wash sales, and passive foreign investment company adjustments, if any.

The Funds file U.S. federal tax returns and tax returns in certain other jurisdictions. Generally, a Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

D. Investment Transactions and Investment Income

Investment transactions are accounted for on a trade date basis. Realized gains and losses from the sale or disposition of securities are computed on the specific identified cost basis. Interest income is recorded on the accrual basis. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Realized gains, dividends and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

Corporate actions (including cash dividends) are recorded net of non-reclaimable foreign tax withholdings on the ex-dividend date.

E. Expenses

Expenses of the Trust that are directly identifiable to a specific Fund are applied to that Fund. Expenses of the Trust that are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund.

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, sub-licensing fees related to its respective Underlying Index, any distribution fees or expenses, litigation expenses, fees payable to the Trust’s Board members who are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”) or the Adviser, expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for the Independent Trustees, acquired fund fees and expenses, if any, and extraordinary expenses.

To the extent a Fund invests in other investment companies, the expenses shown in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the investment companies in which it invests. The effects of such investment companies’ expenses are included in the realized and unrealized gain or loss on the investments in the investment companies.

F. Dividends and Distributions to Shareholders

Each Fund declares and pays dividends from net investment income, if any, to its shareholders quarterly and records such dividends on ex-dividend date. Generally, each Fund distributes net realized taxable capital gains, if any, annually in cash and records them on ex-dividend date. Such distributions on a tax basis are determined in conformity with federal income tax regulations, which may differ from GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in such Fund’s financial statements as a tax return of capital at fiscal period-end.

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G. Securities Lending

Fundamental Pure Mid Value Portfolio, Fundamental Pure Small Growth Portfolio, Fundamental Pure Small Value Portfolio and Zacks Micro Cap Portfolio may lend portfolio securities having a market value up to one-third of each Fund’s total assets. Such loans are secured by cash collateral equal to no less than 102% of the market value of the loaned securities determined daily by the securities lending provider. Cash collateral received in connection with these loans is invested in an affiliated money market fund and is shown as such on the Schedule of Investments. It is the policy of these Funds to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to a Fund if, and to the extent that, the market value of the securities loaned were to increase, and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. A Fund could experience delays and costs in gaining access to the collateral. A Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Securities lending income on the Statements of Operations. The aggregate value of securities out on loan is shown on the Statements of Assets and Liabilities, if any.

Note 3. Investment Advisory Agreement and Other Agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser pursuant to which the Adviser has overall responsibility for the selection and ongoing monitoring of the Funds’ investments, managing the Funds’ business affairs and providing certain clerical, bookkeeping and other administrative services. Each Fund (except for the Dynamic Large Cap Growth Portfolio, Dynamic Large Cap Value Portfolio and Zacks Micro Cap Portfolio) has agreed to pay the Adviser an annual fee of 0.29% of the Fund’s average daily net assets. Each of the Dynamic Large Cap Growth Portfolio, Dynamic Large Cap Value Portfolio and Zacks Micro Cap Portfolio has agreed to pay the Adviser an annual fee of 0.50% of the Fund’s average daily net assets.

The Adviser has entered into an Amended and Restated Excess Expense Agreement (the “Expense Agreement”) with the Trust on behalf of each Fund, pursuant to which the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses (excluding interest expenses, brokerage commissions and other trading expenses, offering costs, taxes, acquired fund fees and expenses, if any, and extraordinary expenses) of each Fund (except for Dynamic Large Cap Growth Portfolio, Dynamic Large Cap Value Portfolio and Zacks Micro Cap Portfolio) from exceeding 0.39% of the Fund’s average daily net assets per year (the “Expense Cap”), through at least August 31, 2015. The Expense Cap for each of Dynamic Large Cap Growth Portfolio, Dynamic Large Cap Value Portfolio and Zacks Micro Cap Portfolio is 0.60% of the Fund’s average daily net assets per year, through at least August 31, 2015, and sub-licensing fees are excluded from the expenses subject to the Expense Cap for these Funds in addition to the excluded expenses above. Offering costs excluded from each Expense Cap are: (a) initial legal fees pertaining to the Funds’ Shares offered for sale; (b) initial Securities and Exchange Commission and state registration fees; and (c) initial fees paid to be listed on an exchange. Unless the Adviser continues the Expense Agreement, it will terminate on August 31, 2015. The Expense Agreement cannot be terminated during its term. The Adviser did not waive fees and/or pay Fund expenses during the period under this Expense Cap for Dynamic Large Cap Growth Portfolio and Dynamic Large Cap Value Portfolio.

Further, through August 31, 2015, the Adviser has contractually agreed to waive a portion of the Fund’s management fee in an amount equal to 100% of the net advisory fees an affiliate of the Adviser receives that are attributable to certain of the Fund’s investments in money market funds managed by that affiliate (excluding investments of cash collateral from securities lending). The Adviser cannot discontinue this waiver prior to its expiration.

For the fiscal year ended April 30, 2014, the Adviser waived fees and/or paid Fund expenses for each Fund, in the following amounts:

Dynamic Large Cap Growth Portfolio	$	179
Dynamic Large Cap Value Portfolio		389
Fundamental Pure Large Core Portfolio		72,442
Fundamental Pure Large Growth Portfolio		55,680
Fundamental Pure Large Value Portfolio		81,627
Fundamental Pure Mid Core Portfolio		79,806
Fundamental Pure Mid Growth Portfolio		52,719
Fundamental Pure Mid Value Portfolio		84,727
Fundamental Pure Small Core Portfolio		86,835
Fundamental Pure Small Growth Portfolio		88,267
Fundamental Pure Small Value Portfolio		88,634
Zacks Micro Cap Portfolio		50,309

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The Expense Agreement provides that the fees waived or expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fee was waived or expense was borne by the Adviser, but no recapture payment will be made by a Fund if it would result in the Fund exceeding its Expense Cap as specified above.

For the following Funds, the amounts available for potential future recapture by the Adviser under the Expense Agreement and the expiration schedule at April 30, 2014 are as follows:

	Total Potential Recapture Amount		Potential Recapture Amounts Expiring
			04/30/15		04/30/16		04/30/17
Fundamental Pure Large Core Portfolio	$	296,835	$	119,199	$	105,264	$	72,372
Fundamental Pure Large Growth Portfolio		279,665		129,956		94,097		55,612
Fundamental Pure Large Value Portfolio		313,919		133,196		99,141		81,582
Fundamental Pure Mid Core Portfolio		310,954		121,623		109,592		79,739
Fundamental Pure Mid Growth Portfolio		291,408		120,951		117,856		52,601
Fundamental Pure Mid Value Portfolio		327,532		117,234		125,577		84,721
Fundamental Pure Small Core Portfolio		326,644		125,378		114,500		86,766
Fundamental Pure Small Growth Portfolio		345,842		114,756		142,898		88,188
Fundamental Pure Small Value Portfolio		354,580		120,927		145,112		88,541
Zacks Micro Cap Portfolio		238,753		102,215		86,324		50,214

The Trust has entered into a Distribution Agreement with Invesco Distributors, Inc. (the “Distributor”), which serves as the distributor of Creation Units for each Fund. The Distributor does not maintain a secondary market in the Shares. The Funds are not charged any fees pursuant to the Distribution Agreement. The Distributor is an affiliate of the Adviser.

The Adviser has entered into a licensing agreement for each Fund with the following entities (each, a “Licensor”):

Fund	Licensor
Dynamic Large Cap Growth Portfolio	NYSE Arca, Inc.
Dynamic Large Cap Value Portfolio	NYSE Arca, Inc.
Fundamental Pure Large Core Portfolio	Research Affiliates, LLC
Fundamental Pure Large Growth Portfolio	Research Affiliates, LLC
Fundamental Pure Large Value Portfolio	Research Affiliates, LLC
Fundamental Pure Mid Core Portfolio	Research Affiliates, LLC
Fundamental Pure Mid Growth Portfolio	Research Affiliates, LLC
Fundamental Pure Mid Value Portfolio	Research Affiliates, LLC
Fundamental Pure Small Core Portfolio	Research Affiliates, LLC
Fundamental Pure Small Growth Portfolio	Research Affiliates, LLC
Fundamental Pure Small Value Portfolio	Research Affiliates, LLC
Zacks Micro Cap Portfolio	Zacks Investment Research

Each Underlying Index name trademark is owned by its respective Licensor. These trademarks have been licensed to the Adviser for use by the Funds. Each Fund is entitled to use its Underlying Index pursuant to the Trust’s sub-licensing agreement with the Adviser. The Funds are required to pay the sub-licensing fees that are shown on the Statements of Operations. The Funds are not sponsored, endorsed, sold or promoted by the Licensors, and the Licensors make no representation regarding the advisability of investing in any of the Funds.

The Trust has entered into service agreements whereby The Bank of New York Mellon, a wholly-owned subsidiary of The Bank of New York Mellon Corporation, serves as the administrator, custodian, fund accountant and transfer agent for each Fund.

Note 4. Investments in Affiliates

Each Fund’s Adviser and Invesco Mortgage Capital, Inc. REIT are wholly-owned subsidiaries of Invesco Ltd., and therefore Invesco Ltd. and Invesco Mortgage Capital, Inc. REIT are considered to be affiliated. The table below shows each Fund’s transactions in, and earnings from, its investments in Invesco Ltd. and Invesco Mortgage Capital, Inc. REIT for the fiscal year ended April 30, 2014.

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Fundamental Pure Mid Core Portfolio

	Value April 30, 2013		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation		Realized Gain		Value April 30, 2014		Dividend Income
Invesco Ltd.	$	250,556	$	239,318	$	(172,414	)	$	30,953	$	5,166	$	353,579	$	8,729

Fundamental Pure Mid Growth Portfolio

	Value April 30, 2013		Purchases at Cost		Proceeds from Sales		Change in Unrealized Appreciation (Depreciation)			Realized Gain		Value April 30, 2014		Dividend Income
Invesco Mortgage Capital, Inc. REIT	$	—	$	434,097	$	—	$	(17,013	)	$	—	$	417,084	$	12,510

Fundamental Pure Small Growth Portfolio

	Value April 30, 2013		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation (Depreciation)			Realized Gain			Value April 30, 2014		Dividend Income
Invesco Mortgage Capital, Inc. REIT	$	216,525	$	53,805	$	(232,886	)	$	(16,373	)	$	(21,071	)	$	—	$	15,558

Note 5. Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 — Prices are determined using quoted prices in an active market for identical assets.

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

Except for the Funds listed below, as of April 30, 2014, all of the securities in each Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Investments in Securities
	Level 1		Level 2		Level 3		Total
Fundamental Pure Small Growth Portfolio
Equity Securities	$	31,107,445	$	0	$	—	$	31,107,445
Fundamental Pure Small Value Portfolio
Equity Securities	$	67,318,200	$	—	$	66,629	$	67,384,829

Note 6. Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2014 and 2013:

	2014				2013
	Ordinary Income		Long Term Capital Gains		Ordinary Income		Long Term Capital Gains
Dynamic Large Cap Growth Portfolio	$	1,108,791	$	—	$	1,990,554	$	—
Dynamic Large Cap Value Portfolio		13,897,107		—		10,900,743		—

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	2014				2013
	Ordinary Income		Long Term Capital Gains		Ordinary Income		Long Term Capital Gains
Fundamental Pure Large Core Portfolio	$	612,506	$	—	$	662,935	$	—
Fundamental Pure Large Growth Portfolio		2,133,201		65,835		166,518		—
Fundamental Pure Large Value Portfolio		263,618		7,335		147,580		—
Fundamental Pure Mid Core Portfolio		309,864		—		280,344		—
Fundamental Pure Mid Growth Portfolio		1,178,058		—		765,069		—
Fundamental Pure Mid Value Portfolio		549,786		—		648,717		—
Fundamental Pure Small Core Portfolio		198,389		—		259,833		—
Fundamental Pure Small Growth Portfolio		268,388		—		218,960		—
Fundamental Pure Small Value Portfolio		729,968		—		957,949		—
Zacks Micro Cap Portfolio		512,267		—		557,741		—

Tax Components of Net Assets at Fiscal Year-End:

	Undistributed Ordinary Income		Un distributed Long-term Capital Gains		Temporary Book/Tax Differences			Net Unrealized Appreciation— Investment Securities		Net Unrealized Appreciation— Other Investments		Capital Loss Carryforward			Post-October Capital Losses Deferrals*			Shares of Beneficial Interest		Total Net Assets
Dynamic Large Cap Growth Portfolio	$	221,950	$	—	$	(24,459	)	$	22,988,018	$	—	$	(256,926,405	)	$	—		$	519,415,454	$	285,674,558
Dynamic Large Cap Value Portfolio		1,617,941		—		(28,370	)		107,875,215		—		(138,249,419	)		(5,741,463	)		835,613,999		801,087,903
Fundamental Pure Large Core Portfolio		41,456		—		(10,508	)		5,678,246		—		(10,721,628	)		(19,712	)		45,802,542		40,770,396
Fundamental Pure Large Growth Portfolio		208,205		2,703		(5,907	)		16,339,462		—		—			(997,854	)		90,775,115		106,321,724
Fundamental Pure Large Value Portfolio		52,148		540		(5,136	)		1,728,454		—		—			(16,361	)		12,941,075		14,700,720
Fundamental Pure Mid Core Portfolio		49,926		—		(10,037	)		3,769,580		—		(10,292,450	)		(496,482	)		37,846,610		30,867,147
Fundamental Pure Mid Growth Portfolio		214,879		—		(17,205	)		14,295,778		—		(170,505,319	)		(1,759,292	)		249,326,298		91,555,139
Fundamental Pure Mid Value Portfolio		70,870		—		(11,339	)		7,015,281		13,680		(44,874,387	)		(8,062	)		80,502,922		42,708,965
Fundamental Pure Small Core Portfolio		31,530		—		(9,733	)		1,156,523		—		(9,777,766	)		(309,067	)		23,692,159		14,783,646
Fundamental Pure Small Growth Portfolio		184,436		—		(10,916	)		3,588,992		—		(49,677,163	)		(856,871	)		76,643,733		29,872,211
Fundamental Pure Small Value Portfolio		107,706		—		(12,370	)		6,592,429		9		(44,646,562	)		—			103,334,569		65,375,781
Zacks Micro Cap Portfolio		391,319		—		(12,179	)		1,336,840		—		(91,054,891	)		(282,761	)		151,403,203		61,781,531

* The Funds will elect to defer net capital losses incurred after October 31 (“Post-October Capital Losses”) within the taxable year that are deemed to arise on the first business day of each Fund’s next taxable year.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Funds to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

99

The following Funds have capital loss carryforwards as of April 30, 2014, which expire as follows:

											Post-effective no expiration Short-Term		Post-effective no expiration Long-Term
	2015		2016		2017		2018		2019						Total*		Utilized		Expiring
Dynamic Large Cap Growth Portfolio	$	10,916,066	$	14,024,455	$	68,715,641	$	131,638,879	$	15,986,258	$	15,645,106	$	—	$	256,926,405	$	2,545,279	$	191,864
Dynamic Large Cap Value Portfolio		1,378,743		2,783,761		22,558,581		56,819,182		17,964,198		29,535,406		7,209,548		138,249,419		—		70,814
Fundamental Pure Large Core Portfolio		—		87,112		2,328,337		5,621,834		1,626,267		1,058,078		—		10,721,628		37,665		—
Fundamental Pure Large Growth Portfolio		—		—		—		—		—		—		—		—		—		—
Fundamental Pure Large Value Portfolio		—		—		—		—		—		—		—		—		—		—
Fundamental Pure Mid Core Portfolio		—		628,828		3,815,763		3,611,366		741,893		1,482,320		12,280		10,292,450		147,225		—
Fundamental Pure Mid Growth Portfolio		8,055,857		5,112,579		54,769,394		82,364,246		12,021,724		7,286,499		895,020		170,505,319		—		422,220
Fundamental Pure Mid Value Portfolio		2,384,765		5,347,255		12,697,113		18,996,863		2,751,107		2,681,305		15,979		44,874,387		158,728		237,806
Fundamental Pure Small Core Portfolio		—		1,028,299		2,738,120		2,009,294		2,491,519		1,324,219		186,315		9,777,766		—		—
Fundamental Pure Small Growth Portfolio		13,094,039		6,666,558		9,888,431		10,392,627		4,547,805		4,797,048		290,655		49,677,163		—		823,782
Fundamental Pure Small Value Portfolio		3,929,009		8,615,687		16,547,947		9,588,502		5,376,983		588,434		—		44,646,562		581,242		703,862
Zacks Micro Cap Portfolio		15,172,527		14,330,930		28,782,755		12,380,833		7,234,973		12,284,744		868,129		91,054,891		—		1,951,245

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

Note 7. Investment Transactions

For the fiscal year ended April 30, 2014, the cost of securities purchased and proceeds from sales of securities, excluding short-term securities, U.S. Treasury obligations, money market funds and in-kind transactions, were as follows:

	Purchases		Sales
Dynamic Large Cap Growth Portfolio	$	306,485,576	$	307,269,850
Dynamic Large Cap Value Portfolio		720,093,974		718,031,833
Fundamental Pure Large Core Portfolio		14,739,508		12,839,607
Fundamental Pure Large Growth Portfolio		20,402,732		21,025,086
Fundamental Pure Large Value Portfolio		2,854,134		3,040,767
Fundamental Pure Mid Core Portfolio		13,741,118		13,156,164
Fundamental Pure Mid Growth Portfolio		28,272,644		28,984,847
Fundamental Pure Mid Value Portfolio		12,218,072		11,883,181
Fundamental Pure Small Core Portfolio		8,448,792		8,029,099
Fundamental Pure Small Growth Portfolio		11,264,268		10,972,584
Fundamental Pure Small Value Portfolio		24,594,096		25,416,086
Zacks Micro Cap Portfolio		67,114,206		66,870,250

For the fiscal year ended April 30, 2014, in-kind transactions associated with creations and redemptions were as follows:

	Cost of Securities Received		Value of Securities Delivered
Dynamic Large Cap Growth Portfolio	$	323,304,633	$	293,338,575
Dynamic Large Cap Value Portfolio		865,509,592		749,503,713
Fundamental Pure Large Core Portfolio		19,483,247		14,420,912
Fundamental Pure Large Growth Portfolio		30,810,725		22,690,742
Fundamental Pure Large Value Portfolio		8,176,579		2,641,720
Fundamental Pure Mid Core Portfolio		17,247,023		11,382,779
Fundamental Pure Mid Growth Portfolio		24,091,863		26,186,967

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	Securities Received		Securities Delivered
Fundamental Pure Mid Value Portfolio	$	18,141,471	$	11,655,629
Fundamental Pure Small Core Portfolio		9,726,978		13,220,893
Fundamental Pure Small Growth Portfolio		8,643,839		10,921,962
Fundamental Pure Small Value Portfolio		28,796,270		23,092,246
Zacks Micro Cap Portfolio		48,453,520		37,285,062

Gains (losses) on in-kind transactions are generally not considered taxable gains (losses) for federal income tax purposes.

At April 30, 2014, the aggregate cost and the net unrealized appreciation of investments for tax purposes were as follows:

	Cost		Net Unrealized Appreciation		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)
Dynamic Large Cap Growth Portfolio	$	262,751,963	$	22,988,018	$	28,805,408	$	(5,817,390	)
Dynamic Large Cap Value Portfolio		693,155,457		107,875,215		111,728,814		(3,853,599	)
Fundamental Pure Large Core Portfolio		35,113,732		5,678,246		5,871,580		(193,334	)
Fundamental Pure Large Growth Portfolio		90,019,567		16,339,462		16,524,268		(184,806	)
Fundamental Pure Large Value Portfolio		12,984,484		1,728,454		1,779,068		(50,614	)
Fundamental Pure Mid Core Portfolio		27,147,322		3,769,580		4,084,272		(314,692	)
Fundamental Pure Mid Growth Portfolio		77,331,276		14,295,778		16,554,426		(2,258,648	)
Fundamental Pure Mid Value Portfolio		37,479,328		7,015,281		7,866,382		(851,101	)
Fundamental Pure Small Core Portfolio		13,667,672		1,156,523		1,581,295		(424,772	)
Fundamental Pure Small Growth Portfolio		27,518,453		3,588,992		4,754,379		(1,165,387	)
Fundamental Pure Small Value Portfolio		60,792,400		6,592,429		8,981,811		(2,389,382	)
Zacks Micro Cap Portfolio		63,795,966		1,336,840		5,884,945		(4,548,105	)

Note 8. Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of in-kind transactions on April 30, 2014, amounts were reclassified between undistributed net investment income, undistributed net realized gain (loss) and shares of beneficial interest. These reclassifications had no effect on the net assets of each Fund. For the fiscal year ended April 30, 2014, the reclassifications were as follows:

	Undistributed Net Investment Income			Undistributed Net Realized Gain (Loss)			Shares of Beneficial Interest
Dynamic Large Cap Growth Portfolio	$	—		$	(57,448,034	)	$	57,448,034
Dynamic Large Cap Value Portfolio		—			(104,348,465	)		104,348,465
Fundamental Pure Large Core Portfolio		—			(3,296,436	)		3,296,436
Fundamental Pure Large Growth Portfolio		367,391			(4,156,164	)		3,788,773
Fundamental Pure Large Value Portfolio		13,019			(792,384	)		779,365
Fundamental Pure Mid Core Portfolio		—			(2,811,857	)		2,811,857
Fundamental Pure Mid Growth Portfolio		—			(7,367,277	)		7,367,277
Fundamental Pure Mid Value Portfolio		—			(3,783,215	)		3,783,215
Fundamental Pure Small Core Portfolio		—			(2,975,631	)		2,975,631
Fundamental Pure Small Growth Portfolio		(315	)		(2,685,721	)		2,686,036
Fundamental Pure Small Value Portfolio		(5,200	)		(7,512,657	)		7,517,857
Zacks Micro Cap Portfolio		47,769			(8,528,892	)		8,481,123

Note 9. Trustees’ and Officer’s Fees

Trustees’ and Officer’s Fees include amounts accrued by the Funds to pay remuneration to the Independent Trustees and Officer of the Funds. The Trustee who is an “interested person” (the “Non-Independent Trustee”) of the Trust does not receive any Trustees’ fees.

The Trust has adopted a deferred compensation plan (the “Plan”). Under the Plan, an Independent Trustee who has executed a Deferred Fee Agreement (a “Participating Trustee”) may defer receipt of all or a portion of his compensation (“Deferral Fees”). Such Deferral Fees are deemed to be invested in select PowerShares Funds. The Deferral Fees payable to the Participating Trustee are valued as of the date such Deferral Fees would have been paid to the Participating Trustee. The value increases with contributions or

101

with increases in the value of the Shares selected, and the value decreases with distributions or with declines in the value of the Shares selected. Obligations under the deferred compensation plan represent unsecured claims against the general assets of the Funds.

Note 10. Capital

Shares are created and redeemed by each Fund only in Creation Units of 50,000 Shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Funds. Such transactions are generally permitted in exchange for Deposit Securities, with a balancing cash component to equate the transaction to the NAV per Share of a Fund of the Trust on the transaction date. However, for all Funds, cash in an amount equivalent to the value of certain securities may be substituted, generally when the securities are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances.

To the extent that the Funds permit transactions in exchange for Deposit Securities, each Fund may issue Shares in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the market value of the missing Deposit Securities. In accordance with each Fund’s Participant Agreement, Creation Units will be issued to an Authorized Participant, notwithstanding the fact that the corresponding Deposit Securities have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral consisting of cash in the form of U.S. dollars in immediately available funds having a value (marked-to-market daily) at least equal to 105%, which the Adviser may change from time to time, of the value of the missing Deposit Securities.

Transactions in each Fund’s Shares are disclosed in detail in the Statements of Changes in Net Assets.

Note 11. Indemnifications

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Each Independent Trustee is also indemnified against certain liabilities arising out of the performance of his duties to the Trust pursuant to an Indemnification Agreement between the Independent Trustee and the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust believes the risk of loss to be remote.

102

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of PowerShares Exchange-Traded Fund Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Large Cap Value Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares Zacks Micro Cap Portfolio (each an individual portfolio of PowerShares Exchange-Traded Fund Trust, hereafter referred to as the “Funds”) at April 30, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, IL

June 24, 2014

103

Fees and Expenses

As a shareholder of a Fund of the PowerShares Exchange-Traded Fund Trust, you incur advisory fees and other Fund expenses. The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held through the six-month period ended April 30, 2014.

In addition to the fees and expenses which the PowerShares Zacks Micro Cap Portfolio and PowerShares Fundamental Pure Small Growth Portfolios (collectively, the “Portfolios”) bear directly, the Portfolios indirectly bear a pro rata share of the fees and expenses of the investment companies in which the Portfolios invest. The amount of fees and expenses incurred indirectly by the Portfolios will vary because the investment companies have varied expenses and fee levels and the Portfolios may own different proportions of the investment companies at different times. Estimated investment companies’ expenses are not expenses that are incurred directly by the Portfolio. They are expenses that are incurred directly by the investment companies and are deducted from the value of the investment companies the Portfolios invest in. The effect of the estimated investment companies’ expenses that you bear indirectly are included in each Portfolio’s total returns.

Actual Expenses

The first line in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line in the following table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed annualized rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs, such as sales charges and brokerage commissions. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, expenses shown in the table do not include the expenses of the underlying funds, which are borne indirectly by the Fund. If transaction costs and indirect expenses were included, your costs would have been higher.

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During the Six-Month Period(1)
PowerShares Dynamic Large Cap Growth Portfolio (PWB)
Actual	$	1,000.00	$	1,048.63		0.57	%	$	2.90
Hypothetical (5% return before expenses)		1,000.00		1,021.97		0.57			2.86
PowerShares Dynamic Large Cap Value Portfolio (PWV)
Actual		1,000.00		1,107.86		0.57			2.98
Hypothetical (5% return before expenses)		1,000.00		1,021.97		0.57			2.86
PowerShares Fundamental Pure Large Core Portfolio (PXLC)
Actual		1,000.00		1,085.78		0.39			2.02
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96
PowerShares Fundamental Pure Large Growth Portfolio (PXLG)
Actual		1,000.00		1,096.71		0.39			2.03
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96
PowerShares Fundamental Pure Large Value Portfolio (PXLV)
Actual		1,000.00		1,092.92		0.39			2.02
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96

104

Fees and Expenses (continued)

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During the Six-Month Period(1)
PowerShares Fundamental Pure Mid Core Portfolio (PXMC)
Actual	$	1,000.00	$	1,075.39		0.39	%	$	2.01
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96
PowerShares Fundamental Pure Mid Growth Portfolio (PXMG)
Actual		1,000.00		1,069.52		0.39			2.00
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96
PowerShares Fundamental Pure Mid Value Portfolio (PXMV)
Actual		1,000.00		1,105.44		0.39			2.04
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96
PowerShares Fundamental Pure Small Core Portfolio (PXSC)
Actual		1,000.00		1,049.26		0.39			1.98
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96
PowerShares Fundamental Pure Small Growth Portfolio (PXSG)
Actual		1,000.00		1,058.46		0.39			1.99
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96
PowerShares Fundamental Pure Small Value Portfolio (PXSV)
Actual		1,000.00		1,065.05		0.39			2.00
Hypothetical (5% return before expenses)		1,000.00		1,022.86		0.39			1.96
PowerShares Zacks Micro Cap Portfolio (PZI)
Actual		1,000.00		1,040.09		0.70			3.54
Hypothetical (5% return before expenses)		1,000.00		1,021.32		0.70			3.51

⁽¹⁾  Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six-month period ended April 30, 2014. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value for the period, then multiplying the result by 181/365. Expense ratios for the most recent six-month period may differ from expense ratios based on the annualized data in the Financial Highlights.

105

Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

Each Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2014:

Federal Income Tax Information

	Qualified Dividend Income*			Dividends-Received Deduction*			Long Term Capital Gains
Dynamic Large Cap Growth Portfolio		100	%		100	%		$	—
Dynamic Large Cap Value Portfolio		100	%		100	%			—
Fundamental Pure Large Core Portfolio		100	%		100	%			—
Fundamental Pure Large Growth Portfolio		100	%		98	%			65,835
Fundamental Pure Large Value Portfolio		100	%		100	%			7,335
Fundamental Pure Mid Core Portfolio		100	%		100	%			—
Fundamental Pure Mid Growth Portfolio		100	%		95	%			—
Fundamental Pure Mid Value Portfolio		100	%		100	%			—
Fundamental Pure Small Core Portfolio		100	%		98	%			—
Fundamental Pure Small Growth Portfolio		100	%		100	%			—
Fundamental Pure Small Value Portfolio		100	%		97	%			—
Zacks Micro Cap Portfolio		100	%		98	%			—

* The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

106

Trustees and Officers

The Independent Trustees, the Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by each Trustee and the other directorships, if any, held by each Trustee are shown below.

The Trustees and officers information is current as of April 30, 2014.

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Ronn R. Bagge (1958) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Founder and Principal, YQA Capital Management LLC (1998-Present); formerly Owner/CEO of Electronic Dynamic Balancing Co., Inc. (high-speed rotating equipment service provider).	114	None
Todd J. Barre (1957) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2010	Assistant Professor of Business, Trinity Christian College (2010-Present); formerly Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001), BMO Financial Group/Harris Private Bank.	114	None
Marc M. Kole (1960) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2006	Chief Financial Officer, Hope Network (social services) (2008-2012); formerly, Assistant Vice President and Controller, Priority Health (health insurance) (2005-2008); Senior Vice President of Finance, United Healthcare (2004-2005); Senior Vice President of Finance, Oxford Health Plans (2000-2004).	114	None
Yung Bong Lim (1964) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Managing Partner, Residential Dynamics Group LLC (2008-Present); formerly, Managing Director, Citadel Investment Group, L.L.C. (1999-2007).	114	None
Philip M. Nussbaum (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Chairman, Performance Trust Capital Partners (2004-Present).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

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Trustees and Officers (continued)

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Gary R. Wicker (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries (publishing company) (2013-Present); formerly, Executive Vice President and Chief Financial Officer, Zondervan Publishing (a division of Harper Collins/NewsCorp) (2007-2012); Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999), divisions of The Thomson Corporation (information services provider).	114	None
Donald H. Wilson (1959) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Chairman of the Board and Trustee	Chairman since 2012; Trustee since 2006	Chairman, President and Chief Executive Officer, Community Financial Shares, Inc. and Community Bank—Wheaton/Glen Ellyn (subsidiary) (2013–Present); Chairman and Chief Executive Officer, Stone Pillar Advisers, Ltd. (2010-Present); formerly, Chief Operating Officer, AMCORE Financial, Inc. (bank holding company) (2007-2009); Executive Vice President and Chief Financial Officer, AMCORE Financial, Inc. (2006-2007); Senior Vice President and Treasurer, Marshall & Ilsley Corp. (bank holding company) (1995-2006).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

108

Trustees and Officers (continued)

The Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Non-Independent Trustee and the other directorships, if any, held by the Non-Independent Trustee are shown below.

Name, Address and Age of Non-Independent Trustee	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Non-Independent Trustee	Other Directorships Held by Non-Independent Trustee During the Past 5 Years
Kevin M. Carome (1956) Invesco Ltd. Two Peachtree Pointe 1555 Peachtree St., N.E., Suite 1800 Atlanta, GA 30309	Trustee	Since 2010	Senior Managing Director, Secretary and General Counsel, Invesco Ltd. (2006-Present); Director, Invesco Advisers, Inc. (2009-Present); Director, Invesco Advisers, Inc., Invesco Finance PLC, INVESCO Funds Group, Inc., and Invesco Holding Company Limited; Director and Executive Vice President, Invesco Finance, Inc., Invesco Group Services, Inc., Invesco Investments (Bermuda) Ltd., Invesco North American Holdings, Inc., and IVZ, Inc.; Director and Secretary, IVZ Bahamas Private Limited; formerly, Senior Vice President, Secretary and General Counsel, Invesco Advisers, Inc. (2003-2005); Senior Vice President and General Counsel, Liberty Financial Companies, Inc. (2000-2001); General Counsel of certain investment management subsidiaries of Liberty Financial Companies, Inc. (1998-2000); Associate General Counsel, Liberty Financial Companies, Inc. (1993-1998); Associate, Ropes & Gray LLP.	114	None

* This is the date the Non-Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

109

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Andrew Schlossberg (1974) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046	President	Since 2009	Director, Invesco Distributors, Inc. (2012-Present); Managing Director—U.S. Strategy and Marketing, Invesco PowerShares Capital Management LLC (2010-Present); Managing Director, U.S. head of business strategy and chief marketing officer for Invesco Ltd. in the United States (2008-Present); Director, Invesco Distributors, Inc. (2012-Present); and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present); formerly, Mr. Schlossberg served in multiple roles within Invesco, including head of corporate development, as well as global leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions (2002-2007).
Peter Hubbard (1981) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2009	Vice President and Director of Portfolio Management—Invesco PowerShares Capital Management LLC (2008-Present); formerly, Portfolio Manager, Invesco PowerShares Capital Management LLC (2007-2008); Research Analyst, Invesco PowerShares Capital Management LLC (2005-2007); Research Analyst and Trader, Ritchie Capital, a hedge fund operator (2003-2005).
David Warren (1957) Invesco Canada Ltd. 5140 Yonge Street Suite 900, Toronto, Ontario M2N 6X7	Vice President	Since 2009	Managing Director—Chief Administrative Officer, Americas, Invesco PowerShares Capital Management LLC; Senior Vice President, Invesco Advisers, Inc. (2009–Present); Director, Executive Vice President and Chief Financial Officer, Invesco Inc. (2009–Present); Senior Vice President, Invesco Management Group, Inc. (2007–Present); Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) and Chief Administrative Officer, North American Retail, Invesco Ltd. (2007-Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Invesco Canada Holdings Inc. (2002–Present), Invesco Corporate Class Inc., and Invesco Canada Fund Inc.; Director, Executive Vice President and Chief Financial Officer, Invesco, Inc.; formerly, Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) (2000-2006).
Sheri Morris (1964) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Vice President	Since 2012	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present) and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; formerly, Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
Rudolf E. Reitmann (1971) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global Exchange Traded Funds Operations, Invesco PowerShares Capital Management LLC (since 2013).

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

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Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Daniel E. Draper (1968) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Senior Vice President, Invesco Distributors, Inc. (since 2014); Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Managing Director, Invesco PowerShares Global ETFs (since 2013); formerly, Managing Director, Credit Suisse Asset Management (2010-2013) and Lyxor Asset Management/Societe Generale (2007-2010).
Steven M. Hill (1964) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President and Treasurer	Since 2013	Vice President and Treasurer of PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global ETF Administration, Invesco PowerShares Capital Management LLC (since 2011); formerly, Senior Managing Director and Chief Financial Officer, Destra Capital Management LLC and its subsidiaries (2010-2011); Chief Financial Officer, Destra Investment Trust and Destra Investment Trust II (2010-2011); Senior Managing Director, Claymore Securities, Inc. (2003-2010); and Chief Financial Officer, Claymore sponsored mutual funds (2003-2010).
Christopher Joe (1969) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Chief Compliance Officer	Since 2012	U.S. Compliance Director, Invesco, Ltd. (since 2006); formerly, Chief Compliance Officer, Invesco Investment Advisers, LLC (registered investment adviser) (2010-2013); formerly, Assistant Fund Accounting Manager, Invesco, Ltd. (1998-1999).
Anna Paglia (1974) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Secretary	Since 2011	Secretary, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (2011-Present); Head of Legal, Invesco PowerShares Capital Management LLC (2010-Present); formerly, Partner, K&L Gates LLP (formerly, Bell Boyd & Lloyd LLP) (2007-2010); Associate Counsel at Barclays Global Investors Ltd. (2004-2006).

Availability of Additional Information About the Trustees

The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request at (800) 983-0903.

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

111

Board Considerations Regarding Continuation of Investment Advisory Agreement

At a meeting held on April 17, 2014, the Board of Trustees of the PowerShares Exchange-Traded Fund Trust (the “Trust”), including the Independent Trustees, approved the continuation of the Investment Advisory Agreement between Invesco PowerShares Capital Management LLC (the “Adviser”) and the Trust for the following 51 series (each, a “Fund” and collectively, the “Funds”):

PowerShares Aerospace & Defense Portfolio

PowerShares BuyBack Achievers™ Portfolio

PowerShares Cleantech™ Portfolio

PowerShares Dividend Achievers^TM Portfolio

PowerShares DWA Momentum Portfolio

PowerShares DWA Basic Materials Momentum Portfolio

PowerShares DWA Consumer Cyclicals Momentum Portfolio

PowerShares DWA Consumer Staples Momentum Portfolio

PowerShares DWA Energy Momentum Portfolio

PowerShares DWA Financial Momentum Portfolio

PowerShares DWA Healthcare Momentum Portfolio

PowerShares DWA Industrials Momentum Portfolio

PowerShares DWA NASDAQ Momentum Portfolio

PowerShares DWA Technology Momentum Portfolio

PowerShares DWA Utilities Momentum Portfolio

PowerShares Dynamic Biotechnology & Genome Portfolio

PowerShares Dynamic Building & Construction Portfolio

PowerShares Dynamic Energy Exploration & Production Portfolio

PowerShares Dynamic Food & Beverage Portfolio

PowerShares Dynamic Large Cap Growth Portfolio

PowerShares Dynamic Large Cap Value Portfolio

PowerShares Dynamic Leisure and Entertainment Portfolio

PowerShares Dynamic Market Portfolio

PowerShares Dynamic Media Portfolio

PowerShares Dynamic Networking Portfolio

PowerShares Dynamic Oil & Gas Services Portfolio

PowerShares Dynamic Pharmaceuticals Portfolio

PowerShares Dynamic Retail Portfolio

PowerShares Dynamic Semiconductors Portfolio

PowerShares Dynamic Software Portfolio

PowerShares Financial Preferred Portfolio

PowerShares FTSE RAFI US 1000 Portfolio

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio

PowerShares Fundamental Pure Large Core Portfolio

PowerShares Fundamental Pure Large Growth Portfolio

PowerShares Fundamental Pure Large Value Portfolio

PowerShares Fundamental Pure Mid Core Portfolio

PowerShares Fundamental Pure Mid Growth Portfolio

PowerShares Fundamental Pure Mid Value Portfolio

PowerShares Fundamental Pure Small Core Portfolio

PowerShares Fundamental Pure Small Growth Portfolio

PowerShares Fundamental Pure Small Value Portfolio

PowerShares Global Listed Private Equity Portfolio

PowerShares Golden Dragon China Portfolio

PowerShares High Yield Equity Dividend Achievers ^TM Portfolio

PowerShares International Dividend Achievers^TM Portfolio

PowerShares S&P 500^® High Quality Portfolio

PowerShares Water Resources Portfolio

PowerShares WilderHill Clean Energy Portfolio

PowerShares WilderHill Progressive Energy Portfolio

PowerShares Zacks Micro Cap Portfolio

The Trustees reviewed information from the Adviser describing: (i) the nature, extent and quality of services provided, (ii) the investment performance of the Funds and the Adviser, (iii) the costs of services provided and estimated profits realized by the Adviser, (iv) the extent to which economies of scale are realized as a Fund grows, (v) whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders, (vi) comparisons of services rendered to and amounts paid by other registered investment companies and (vii) any benefits realized by the Adviser from its relationship with each Fund. Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund. No single factor was determinative in the Board’s analysis.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the Adviser’s services, the Trustees reviewed information concerning the functions performed by the Adviser for the Funds, information describing the Adviser’s current organization and staffing, including operational support provided by the Adviser’s parent organization, Invesco Ltd., and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed matters related to the Adviser’s execution of portfolio transactions on behalf of the Funds. The Trustees also reviewed information on the performance of the Funds, their underlying indexes and their primary benchmarks for the one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2013, as applicable, including reports for each of those periods on the correlation and tracking error between each Fund’s performance and the performance of its underlying index, as well as the Adviser’s analysis of the tracking error between each Fund and its underlying index. In reviewing the tracking error report, the Trustees considered information provided by Ibbotson Associates, a consultant to the Independent Trustees, with respect to general expected tracking error ranges and various

112

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

explanations for any tracking error. The Trustees noted that for each applicable period the correlation and tracking error for each Fund was within the targeted range set forth in the Trust’s registration statement. The Trustees concluded that each Fund was correlated to its underlying index and that the tracking error for each Fund was within an acceptable range given that Fund’s particular circumstances.

The Trustees also considered the services provided by the Adviser in its oversight of the Funds’ administrator, custodian and transfer agent. They noted the significant amount of time, effort and resources that had been devoted to this oversight function.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided by the Adviser to the Funds under the Investment Advisory Agreement were appropriate and reasonable.

Fees, Expenses and Profitability. The Trustees reviewed and discussed the information provided by the Adviser on each Fund’s advisory fee and net expense ratio, as compared to information compiled by the Adviser from Lipper Inc. databases on the advisory fees and net expense ratios of comparable exchange-traded funds (“ETFs”), open-end (non-ETF) index funds and open-end actively-managed funds. The Trustees noted that the annual advisory fee charged to each Fund is:

— 0.50% of the Fund’s average daily net assets for each Fund other than PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers^TM Portfolio, PowerShares International Dividend Achievers^TM Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio;

— 0.40% of the Fund’s average daily net assets for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio; and

— 0.29% of the Fund’s average daily net assets for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio.

The Trustees also noted that the Adviser has agreed to waive a portion of its advisory fee and/or pay expenses (an “Expense Cap”) to the extent necessary to prevent the annual operating expenses of each Fund from exceeding the percentage of that Fund’s average daily net assets, at least until August 31, 2015, as set forth below:

— 0.60%, excluding interest expenses, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares DWA NASDAQ Momentum Portfolio and PowerShares Dynamic Market Portfolio;

— 0.50%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio;

— 0.39%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio and PowerShares Fundamental Pure Small Value Portfolio;

— 0.29%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares S&P 500^® High Quality Portfolio;

— 0.60%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy

113

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio and PowerShares DWA Utilities Momentum Portfolio (the Trustees noted that prior to December 17, 2013, licensing fees were excluded from the Expense Cap); and

— 0.60%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each other Fund.

The Trustees noted that the Adviser represented that it does not serve as the investment adviser to any clients, other than other ETFs also overseen by the Trustees, with comparable investment strategies as the Funds, but that the Adviser provides sub-advisory services to clients with comparable investment strategies as certain of the Funds. The Trustees further noted the Adviser’s explanation with respect to the sub-advisory fees it receives for such services in comparison to the advisory fees charged to the Funds. The Trustees noted that each Fund’s advisory fee was:

— higher than the median advisory fee of its ETF peer funds (except for the advisory fee of each of PowerShares Financial Preferred Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio and PowerShares International Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its ETF peer funds); and

— higher than the median advisory fee of its open-end index peer funds (except for the advisory fee of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares High Yield Equity Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median advisory fee of its open-end actively-managed peer funds.

The Trustees determined that the advisory fees were reasonable, noting the complexity of the indexes, the distinguishing factors of the Funds, and the administrative, operational and management oversight costs for the Adviser. With respect to the Funds’ net expense ratios, the Trustees noted that the net expense ratio for each Fund was:

— higher than the median net expense ratio of its ETF peer funds (except for the net expense ratio of each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was equal to or less than the median net expense ratio of its ETF peer funds); and

— higher than the median net expense ratio of its open-end index peer funds (except for the net expense ratio of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio, PowerShares DWA Utilities Momentum Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Networking Portfolio, PowerShares Dynamic Semiconductors Portfolio, PowerShares Dynamic Software Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares High Yield Equity

114

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Dividend Achievers™ Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was lower than the median net expense ratio of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median net expense ratio of its open-end actively-managed peer funds.

The Trustees noted that a significant component of the non-advisory fee expenses was the license fees paid by the Funds, and noted those Funds for which license fees are included in the Funds’ Expense Caps.

The Board concluded that the advisory fee and expense ratio of each Fund (giving effect to the Fund’s Expense Cap) were reasonable and appropriate in light of the services provided.

In conjunction with their review of fees, the Trustees also considered information provided by the Adviser on the revenues received by the Adviser under the Investment Advisory Agreement for each Fund, as well as the fees waived and expenses reimbursed by the Adviser for the Funds. The Trustees reviewed information provided by the Adviser on its profitability, as well as any profits or losses realized by the Adviser from its relationship to each Fund. The Trustees concluded that the estimated profitability to the Adviser of the advisory services provided to any of the Funds was not unreasonable.

Economies of Scale and Whether Fee Levels Reflect These Economies of Scale. The Trustees reviewed the information provided by the Adviser as to the extent to which economies of scale are realized as each Fund grows and whether fee levels reflect economies of scale for the benefit of shareholders. The Trustees reviewed each Fund’s asset size, expense ratio and expense limitation agreed to by the Adviser. The Trustees noted that, for Funds whose expenses are higher than their respective Expense Caps, any reduction in that Fund’s expenses would be enjoyed by the Adviser, but that Fund shareholders benefit from the lower expense ratio as a result of the Fund’s Expense Cap. The Trustees also noted that the Excess Expense Agreement with the Trust provides that the Adviser is entitled to be reimbursed by each Fund, other than PowerShares Dynamic Market Portfolio and PowerShares DWA NASDAQ Momentum Portfolio, for fees waived or expenses absorbed pursuant to the Expense Cap for a period of three years from the date the fee or expense was incurred, provided that no reimbursement would be made that would result in a Fund exceeding its Expense Cap. The Trustees considered whether the advisory fee rate for each Fund was reasonable in relation to the asset size of that Fund, and concluded that the flat advisory fee was reasonable and appropriate, noting the Fund expenses the Adviser has borne as a result of the Expense Cap.

The Trustees noted that the Adviser had not identified any further benefits that it derived from its relationship with the Funds and had noted that it does not have any soft-dollar arrangements.

Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund.

115

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Proxy Voting Policies and Procedures

A description of the Trust’s proxy voting policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available, without charge and upon request, by calling (800) 983-0903. This information is also available on the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov.

Information regarding how each Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request, by (i) calling (800) 983-0903; or (ii) accessing the Trust’s Form N-PX on the Commission’s website at www.sec.gov.

Quarterly Portfolios

The Trust files its complete schedule of portfolio holdings for the Funds with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

Frequency Distribution of Discounts and Premiums

A table showing the number of days the market price of each Fund’s shares was greater than the Fund’s net asset value, and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for the most recently completed calendar year, and the calendar quarters since that year end (or the life of the Fund, if shorter) may be found at the Fund’s website at www.invescopowershares.com.

©2014 Invesco PowerShares Capital Management LLC			P-PS-AR-5
3500 Lacey Road, Suite 700 Downers Grove, IL 60515
invescopowershares.com    800.983.0903		@PowerShares

April 30, 2014

2014 Annual Report to Shareholders

PPA	PowerShares Aerospace & Defense Portfolio
PZD	PowerShares CleantechTM Portfolio
PDP	PowerShares DWA Momentum Portfolio (formerly PowerShares DWA Technical LeadersTM Portfolio)
PSP	PowerShares Global Listed Private Equity Portfolio
PGJ	PowerShares Golden Dragon China Portfolio
PBP	PowerShares S&P 500 BuyWrite Portfolio
SPHQ	PowerShares S&P 500® High Quality Portfolio
PHO	PowerShares Water Resources Portfolio
PBW	PowerShares WilderHill Clean Energy Portfolio
PUW	PowerShares WilderHill Progressive Energy Portfolio

Table of Contents

The Market Environment	3
Manager’s Analysis	4
Specialty Portfolios
Schedules of Investments
PowerShares Aerospace & Defense Portfolio (PPA)	24
PowerShares CleantechTM Portfolio (PZD)	25
PowerShares DWA Momentum Portfolio (PDP) (formerly PowerShares DWA Technical LeadersTM Portfolio)	27
PowerShares Global Listed Private Equity Portfolio (PSP)	29
PowerShares Golden Dragon China Portfolio (PGJ)	31
PowerShares S&P 500 BuyWrite Portfolio (PBP)	33
PowerShares S&P 500® High Quality Portfolio (SPHQ)	38
PowerShares Water Resources Portfolio (PHO)	40
PowerShares WilderHill Clean Energy Portfolio (PBW)	41
PowerShares WilderHill Progressive Energy Portfolio (PUW)	43
Statements of Assets and Liabilities	46
Statements of Operations	48
Statements of Changes in Net Assets	50
Financial Highlights	54
Notes to Financial Statements	59
Report of Independent Registered Public Accounting Firm	72
Fees and Expenses	73
Tax Information	75
Trustees and Officers	76
Board Considerations Regarding Continuation of Investment Advisory Agreement	81

2

The Market Environment

Domestic Equity

The U.S. equity market rose to multiyear or all-time highs during the fiscal year ended April 30, 2014.¹ Corporate earnings were resilient in the face of modest economic growth, driven by strong profitability across many sectors, and fundamentals for corporations and consumers remained relatively stable following significant recovery in prior years.

However, the fiscal year began with capital markets in the U.S. declining. In May and June 2013, equity and fixed income markets fell following then-U.S. Federal Reserve (the “Fed”) Chairman Ben Bernanke’s comments suggesting that the time was approaching to reduce, or “taper,” the size of its bond buying economic stimulus program. This sell-off was brief but broad, and few asset classes were immune. Markets stabilized in mid-summer and generally rose, with some brief interruptions, through the end of 2013. The Fed’s announcement in December that tapering of its bond purchases would begin in early 2014 had little effect on equities as the announcement was widely anticipated. After strong performance in the second half of 2013, the U.S. equity market turned volatile in the first four months of 2014 as investors worried that stocks may have risen too high, too fast in 2013. Adding to this investor uncertainty during 2014 was political upheaval in Ukraine and signs of economic sluggishness in the U.S. and China.

¹  Source: Reuters

International Market Environment

The fiscal year ended April 30, 2014 saw strong US and European equity market returns, while emerging markets experienced volatility during the period. The period began with U.S. interest rates on 10-year treasuries rising 140 basis points over the summer of 2013.¹ This spike in rates caused the U.S. Dollar to rise in value and pressure commodity sensitive emerging market economies. Despite this rise in rates European and U.S. economic fundamentals continued to improve. The U.S. Federal Reserve (the “Fed”) reassured investors that asset purchases and low Fed Funds rates would remain in place as long as needed.

During the 3^rd and 4^th calendar quarters of 2013, emerging market fundamentals improved and China’s government planned sweeping reforms. Spanish and Italian bond yields-which had been as high as 7% in mid-2012-continued their decline in the second half of 2013 to finish the calendar year at their lowest level since the onset of the Greek financial crisis in 2010.¹ These factors caused global equity markets to finish 2013 strong despite the U.S. Federal Open Market Committee announcing that it would taper asset purchases.

Since the start of 2014, global equity markets have had to contend with multiple headwinds. In Europe, tensions between Ukraine and Russia have had those countries on the brink of war, which could potentially destabilize the region. In the U.S., growth in the housing market and weakness in retail sales has caused concern that economic growth may be slowing. In Japan, Prime Minister Abe’s decision to raise sales taxes has undermined confidence and caused the Yen to strengthen in value. Finally, China’s currencies depreciated and credit spreads have widened as fears of default and a real estate bubble pressure Chinese equities. Despite these headwinds, U.S. equities have made new all-time highs and European equities have also made multi-year highs. Emerging markets and Japan have lagged their European and U.S. counterparts.

¹  Source: Bloomberg as of 4/30/2014

3

PPA	Manager’s Analysis
	PowerShares Aerospace & Defense Portfolio (PPA)

As an index fund, the PowerShares Aerospace & Defense Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the SPADE^TM Defense Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of aerospace and defense companies that comprise the Index.

ISBC, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider selects constituents for the Index such that it seeks to measure the performance of securities in the defense, military, homeland security and space marketplace. The Index includes companies that are principally engaged in the research the development, manufacture, operation and support of U.S. defense, military, homeland security and space operations listed on the NYSE, NYSE MKT or quoted on the NASDAQ. To have its securities eligible for inclusion in the Index, a company’s securities must, during the 25 days prior to the date that its securities are included in the Index, have maintained a minimum $100 million market cap, a minimum $5 daily sale price and an average daily trading volume of 50,000 shares. A company must also have a quarterly sales/revenue/turnover of at least $10 million for the two announced quarters prior to the inclusion date. Companies that qualify and are selected for inclusion in the Index are weighted according to a modified market capitalization methodology. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 40.59%. On a net asset value (“NAV”) basis, the Fund returned 40.52%. During the same time period, the Index returned 41.45%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite Aerospace & Defense Index (the “Benchmark Index”) returned 42.58%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 28 securities. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors due primarily to its exposure to the aerospace and defense sector.

The performance of the Fund differed from the Benchmark Index in part because the Index, and as such the Fund, limits its constituents to companies that are involved in U.S. defense, military, homeland security and space operations, whereas the Benchmark Index includes companies that are involved in the commercial aerospace industry as well. More specifically, relative to the Benchmark Index, the Fund was most overweight in the

information technology services industry and most underweight in the aerospace & defense industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocations.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the information technology and materials sectors, respectively. Telecommunication services was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Lockheed Martin Corp., an aerospace & defense company (portfolio average weight of 6.49%) and Boeing Co. (The), an aerospace & defense company (portfolio average weight of 6.43%). Positions that detracted most significantly from the Fund’s return included Triumph Group, Inc., an aerospace & defense company (portfolio average weight of 1.63%); and Intelsat SA, an alternative carriers company (portfolio average weight of 0.5%).

Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Aerospace & Defense	78.9
IT Services	7.6
Communications Equipment	4.3
Containers & Packaging	3.0
Electronic Equipment, Instruments & Components	2.4
Machinery	1.8
Construction & Engineering	1.3
Diversified Telecommunication Services	0.7
Money Market Fund Plus Other Assets Less Liabilities	0.0
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Boeing Co. (The)	6.7
United Technologies Corp.	6.6
Lockheed Martin Corp.	6.6
Honeywell International, Inc.	6.5
General Dynamics Corp.	5.3
Precision Castparts Corp.	5.2
Northrop Grumman Corp.	4.5
Raytheon Co.	4.4
Textron, Inc.	4.2
Rockwell Collins, Inc.	3.9
Total	53.9

4

PowerShares Aerospace & Defense Portfolio (PPA) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
SPADETM Defense Index		41.45	%		18.67	%		67.11	%		21.63	%		166.24	%		11.27	%		148.25	%
S&P Composite Aerospace & Defense Index		42.58			19.51			70.71			23.61			188.55			13.09			184.91
Fund
NAV Return		40.52			17.86			63.74			20.82			157.43			10.55			134.84
Market Price Return		40.59			17.85			63.69			20.83			157.55			10.56			134.93

Fund Inception: October 26, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.79%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

5

PZD	Manager’s Analysis
	PowerShares CleantechTM Portfolio (PZD)

As an index fund, the PowerShares Cleantech^TM Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of The Cleantech^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in stocks of cleantech companies that comprise the Index and American depositary receipts based on the stocks in the Index.

Cleantech Indices LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider identifies the securities comprising the Index and considers a company to be a cleantech company when it derives at least 50% of its revenues or operating profits from cleantech businesses, which are defined as: businesses that provide knowledge-based products (or services) that add economic value by reducing cost and raising productivity and/or product performance, while reducing the consumption of resources and the negative impact on the environment and public health. The Index focuses on companies that are leaders in the innovation and commercial deployment of cleantech products across a broad range of industries. To be eligible for inclusion in the Index, a company must derive at least 50% of its revenue or operating profit from cleantech businesses, maintain a three-month average market capitalization of at least $200 million, maintain a one-month average floated market capitalization of at least $150 million, maintain a listing on a securities exchange, and have a minimum average trading value of at least $200,000 per trading day for the trailing three-month period. The Index Provider further screens securities that meet the selection criteria. These screens include, but are not limited to, profitability, earnings growth and quality, business strategy, industry leadership and position, sector redundancy, intellectual property, impact on the environment, management quality, solvency, existing litigation and governance issues. In general, the Index equally weights its component securities within several bands based upon their market capitalization. Below a certain threshold, the Index Provider determines the bands based upon floated market capitalization. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 27.15%. On a net asset value (“NAV”) basis, the Fund returned 26.52%. During the same time period, the Index returned 25.91%. During the fiscal year, the Fund fully replicated the components of the Index. The Fund outperformed the return of its Index primarily due to the Index being calculated on a price return basis, which does not reflect income from constituent securities, while the Fund’s NAV is calculated inclusive of such items.

For the fiscal year ended April 30, 2014, the heavy electrical equipment sub-industry contributed most significantly to the Fund’s return, followed by the industrial machinery and semiconductor equipment sub-industries, respectively. The construction machinery & heavy trucks sub-industry detracted

most significantly from the Fund’s return, followed by the renewable electricity and water utilities sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Vestas Wind Systems A/S, a heavy electrical equipment company (portfolio average weight of 2.46%) and GT Advanced Technologies Inc., a semiconductor equipment company (portfolio average weight of 1.08%). Positions that detracted most significantly from the Fund’s return included Energy Development Corp., a renewable electricity company (portfolio average weight of 1.46%); and Westport Innovations, Inc., a machinery company (portfolio average weight of 0.46%).

Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Electrical Equipment	17.4
Machinery	16.2
Electronic Equipment, Instruments & Components	9.4
Chemicals	9.3
Software	7.2
Industrial Conglomerates	7.1
Professional Services	6.4
Auto Components	6.1
Semiconductors & Semiconductor Equipment	5.8
Commercial Services & Supplies	3.5
Construction & Engineering	2.8
Aerospace & Defense	2.3
Life Sciences Tools & Services	2.2
Building Products	2.2
Independent Power Producers & Energy Traders	2.1
Money Market Fund Plus Other Assets Less Liabilities	0.0
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Novozymes A/S, Class B	3.4
Vestas Wind Systems A/S	3.3
Koninklijke DSM NV	3.2
Schneider Electric SA	3.2
Corning, Inc.	3.2
BorgWarner, Inc.	3.1
SGS SA	3.1
Roper Industries, Inc.	3.1
Alfa Laval AB	3.0
Johnson Controls, Inc.	3.0
Total	31.6

6

PowerShares Cleantech^TM Portfolio (PZD) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg. Ann.††			3 Years Cumulative			5 Years Avg. Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg.  Ann.††			Cumulative
CleantechTM Index—PI		25.91	%		2.15	%		6.58	%		10.55	%		65.15	%		3.42	%		28.79	%
Fund
NAV Return		26.52			2.98			9.21			11.35			71.18			3.91			33.42
Market Price Return		27.15			3.03			9.36			11.25			70.42			3.92			33.51

Fund Inception: October 24, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.76%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund

distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index does not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund and Index returns are based on the inception date of the Fund.

^††  Average annualized.

PI— Price only, and does not reflect dividends paid by the holdings in the Index.

7

PDP	Manager’s Analysis
	PowerShares DWA Momentum Portfolio (PDP)

Effective October 4, 2013, the name of the Fund changed from PowerShares DWA Technical Leaders^TM Portfolio to PowerShares DWA Momentum Portfolio.

As an index fund, the PowerShares DWA Momentum Portfolio (the “Fund”), formerly the PowerShares DWA Technical Leaders^TM Portfolio, is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dorsey Wright Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks that comprise the Index.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes common stocks pursuant to a proprietary selection methodology that is designed to identify companies listed on the NYSE, NYSE MKT or the NASDAQ that demonstrate powerful relative strength characteristics. The Index Provider evaluates companies quarterly and ranks a universe of mid- and large-capitalization U.S. stocks traded on the NYSE, NYSE MKT or the NASDAQ using a proprietary relative strength methodology. The methodology takes into account, among other things, the performance of each of the approximately 1,000 largest companies in the eligible universe as compared to a benchmark index and the relative performance of industry sectors and sub-sectors. The Index Provider identifies approximately 100 of these stocks for inclusion in the Underlying Index. The stocks that the Index Provider includes receive a modified equal weighting.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 16.65%. On a net asset value (“NAV”) basis, the Fund returned 16.71%. During the same time period, the Index returned 16.42%. During the fiscal year, after reflecting the Fund’s operating expenses, the Fund outperformed its Index primarily because the Index does not reflect dividends in its total return index calculation.

During this same time period, the Russell 3000^® Growth Index (the “Benchmark Index”) returned 20.72%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 1,820 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of that of a broader-based market benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and exposure to growth stocks. The Benchmark Index performance comparison is a useful measure for investors as a broad representation of the U.S. equity market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

More specifically, relative to the Benchmark Index, the Fund was overweight in the materials sector and underweight in the information technology sector during the fiscal year ended April 30, 2014. Therefore, a majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocations.

For the fiscal year ended April 30, 2014, the consumer discretionary sector contributed most significantly to the Fund’s return, followed by the industrials and health care sectors, respectively. The financials sector detracted most significantly, followed by the consumer staples and utilities sectors, respectively.

Positions that contributed most significantly to the Fund’s return included Gilead Sciences, Inc., a health care company (portfolio average weight of 2.72%) and Jazz Pharmaceuticals PLC, a health care company (portfolio average weight of 1.87%). Positions that detracted most significantly from the Fund’s return included ARIAD Pharmaceuticals, Inc., a health care company (no longer held at fiscal year end); and Ventas, Inc., a financials company (no longer held at fiscal year-end).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Consumer Discretionary	29.5
Industrials	18.2
Health Care	17.1
Materials	13.4
Information Technology	9.0
Energy	4.9
Financials	4.5
Consumer Staples	2.3
Utilities	0.6
Telecommunication Services	0.5
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Apple, Inc.	3.2
Jazz Pharmaceuticals PLC	2.9
Gilead Sciences, Inc.	2.8
Starz, Class A	2.8
Priceline Group, Inc. (The)	2.6
O’Reilly Automotive, Inc.	2.5
Alexion Pharmaceuticals, Inc.	2.5
TRW Automotive Holdings Corp.	2.2
Airgas, Inc.	2.2
Regeneron Pharmaceuticals, Inc.	2.1
Total	25.8

8

PowerShares DWA Momentum Portfolio (PDP) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg.  Ann.††			Cumulative
Dorsey Wright Technical LeadersTM Index		16.42	%		11.80	%		39.75	%		21.42	%		163.92	%		6.47	%		56.71	%
Russell 3000® Growth Index		20.72			13.12			44.74			19.54			144.14			8.14			75.13
Fund
NAV Return		16.71			12.20			41.24			21.73			167.33			6.63			58.41
Market Price Return		16.65			12.14			41.02			21.73			167.30			6.59			57.95

Fund Inception: March 1, 2007

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.74%, including acquired fund fees and expenses of 0.07%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay

on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

9

PSP	Manager’s Analysis
	PowerShares Global Listed Private Equity Portfolio (PSP)

As an index fund, the PowerShares Global Listed Private Equity Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Red Rocks Global Listed Private Equity Index (the “Index”). The Fund generally will invest at least 90% of its total assets in securities (including American depositary receipts (“ADRs”) and global depositary receipts (“GDRs”)) that comprise the Index.

Red Rocks Capital LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes securities in the Index pursuant to a proprietary selection methodology. The Index is comprised of 40 to 75 securities, ADRs and GDRs of listed private equity companies. To be considered for inclusion in the Index, a security must invest a majority of its assets in, lend capital to, or provide services to, private companies, or must have a stated intention to do so. The Index Provider identifies private equity companies that will comprise the Index based upon the reputation, management, financial data, historical performance and the need for diversification within the Index. The Index views diversification from four different perspectives: a) stage of investment; b) type of capital; c) sector; and d) geography. Each listed private equity company must have a market capitalization of at least $100 million before inclusion in the Index. The Index uses float-adjusted, modified market capitalization weightings, with no component having a weight greater than 10%. The combined weight of all Index components that individually equal a 5% or greater weighting of the Index will not exceed 50% of the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 16.31%. On a net asset value (“NAV”) basis, the Fund returned 16.20%. During the same time period, the Blended-Red Rocks Global Listed Private Equity Index returned 17.56%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to operating expenses, fees and other trading costs that the Fund incurred during the period.

For the fiscal year ended April 30, 2014, the asset management & custody banks sub-industry contributed most significantly to the Fund’s return, followed by the multi-sector holdings and steel sub-industries, respectively. Internet software & services was the only detracting sub-industry.

Positions that contributed most significantly to the Fund’s return included The Blackstone Group LP, (no longer held at fiscal year-end); and Eurazeo SA, a diversified financial services company (portfolio average weight of 3.16%). Positions that detracted most significantly from the Fund’s return included Leucadia National Corp., a diversified financial services company (portfolio average weight of 3.53%); and JAFCO Co. Ltd., a capital markets company (portfolio average weight of 2.45%).

Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Capital Markets	52.3
Diversified Financial Services	25.4
Machinery	4.6
Metals & Mining	3.5
Internet Software & Services	2.6
Food Products	1.2
Industrial Conglomerates	1.1
Money Market Funds Plus Other Assets Less Liabilities	9.3
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Onex Corp.	5.6
Partners Group Holding AG	4.9
3i Group PLC	4.7
Melrose Industries PLC	4.6
Wendel	4.0
Eurazeo SA	4.0
Leucadia National Corp.	3.9
Ratos AB, Class B	3.8
Fosun International Ltd.	3.5
Intermediate Capital Group PLC	3.3
Total	42.3

10

PowerShares Global Listed Private Equity Portfolio (PSP) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-Red Rocks Global Listed Private Equity Index††		17.56	%		8.45	%		27.55	%		22.62	%		177.16	%		(1.02	)%		(7.39	)%
Fund
NAV Return		16.20			7.24			23.35			19.46			143.33			(3.81	)		(25.30	)
Market Price Return		16.31			7.18			23.13			19.60			144.73			(3.76	)		(25.01	)

Fund Inception: October 24, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 2.19%, including acquired fund fees and expenses of 1.49%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index does not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund and Blended-Index returns are based on the inception date of the Fund.

^††  The Blended-Red Rocks Global Listed Private Equity Index is comprised of the performance of the Listed Private Equity Index, the Fund’s previous underlying index, from Fund inception through the conversion date, September 30, 2009, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

11

PGJ	Manager’s Analysis
	PowerShares Golden Dragon China Portfolio (PGJ)

As an index fund, the PowerShares Golden Dragon China Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the NASDAQ Golden Dragon China Index (the “Index”). The Fund generally will invest at least 90% of its total assets in securities of companies deriving a majority of their revenues from the People’s Republic of China and that comprise the Index.

The NASDAQ OMX Group, Inc. (or the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes securities in the Index to provide access to the unique economic opportunities taking place in China while still providing investors with the transparency offered with U.S. exchange listed securities. Securities eligible for inclusion in the Index must be issued by a company headquartered or incorporated in the People’s Republic of China, be listed on the NASDAQ, the NYSE or NYSE MKT, have a minimum market capitalization of $100 million and have a minimum three-month average daily dollar trading volume of $250,000, and may include common stocks, ordinary shares, American depositary receipts (“ADRs”), shares of beneficial interest, limited partnership interests or tracking stocks. The Index Provider calculates the Index’s composition using a modified market capitalization-weighting methodology, such that the maximum weight of any security does not exceed 8% of the Index, while at no time permitting more than five securities to reach that 8% cap. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 42.46%. On a net asset value (“NAV”) basis, the Fund returned 42.28%. During the same time period, the Index returned 42.39%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the FTSE/Xinhua China 25 Index (the “Benchmark Index”) returned (2.71)%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 25 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of another index representative of equity exposure to Chinese companies. The Benchmark Index was selected for its recognition in the marketplace.

The performance of the Fund differed from the Benchmark Index primarily because of substantially different individual company components and sector weightings. Additionally, the Fund invests in Chinese companies, as defined by the Index methodology, listed on U.S. exchanges, whereas the Benchmark Index is composed of Chinese stocks listed on the Hong Kong stock exchange. A comparison to the Benchmark Index is still relevant as the Fund and Benchmark Index are a representation of equity exposure to Chinese companies.

Relative to the Benchmark Index, the Fund was most overweight in the information technology sector and most underweight in the financials sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to the allocation to the information technology sector.

For the fiscal year ended April 30, 2014, the information technology sector contributed most significantly to the Fund’s return, followed by the consumer discretionary and health care sectors, respectively. The energy sector detracted most significantly from the Fund’s return, followed by the financials and utilities sectors, respectively.

Positions that contributed most significantly to the Fund’s return included Ctrip.com International Ltd. ADR, an Internet retail company (portfolio average weight of 7.52%) and Baidu, Inc. ADR, an Internet software & services company (portfolio average weight of 8.08%). Positions that detracted most significantly from the Fund’s return included Mindray Medical International Ltd. ADR, a health care equipment company (portfolio average weight of 3.76%); and China HGS Real Estate, Inc., a real estate development company (portfolio average weight of 0.37%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Information Technology	53.0
Consumer Discretionary	23.1
Health Care	8.1
Telecommunication Services	5.7
Energy	4.4
Industrials	2.5
Financials	2.3
Materials	0.5
Utilities	0.3
Money Market Funds Plus Other Assets Less Liabilities	0.1
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Baidu, Inc. ADR	8.4
Ctrip.com International Ltd. ADR	8.1
Qihoo 360 Technology Co. Ltd. ADR	7.2
NetEase, Inc. ADR	5.9
Vipshop Holdings Ltd. ADR	5.0
China Mobile Ltd. ADR	4.7
New Oriental Education & Technology Group, Inc. ADR	4.0
SINA Corp.	3.8
Mindray Medical International Ltd. ADR	3.5
Youku Tudou, Inc. ADR	3.1
Total	53.7

12

PowerShares Golden Dragon China Portfolio (PGJ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
NASDAQ Golden Dragon China Index		42.39	%		0.39	%		1.18	%		11.72	%		74.03	%		8.89	%		122.51	%
FTSE/Xinhua China 25 Index		(2.71	)		(4.73	)		(13.54	)		5.07			28.07			9.89			142.47
Fund
NAV Return		42.28			0.30			0.89			11.20			70.01			8.37			112.61
Market Price Return		42.46			0.36			1.10			11.15			69.61			8.31			111.66

Fund Inception: December 9, 2004

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.75%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that

a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

13

PBP	Manager’s Analysis
	PowerShares S&P 500 BuyWrite Portfolio (PBP)

As an index fund, the PowerShares S&P 500 BuyWrite Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the CBOE S&P 500 BuyWrite^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in securities that comprise the Index and will write (sell) call options thereon.

The Chicago Board Options Exchange, Incorporated (the “Index Provider”) compiles, maintains and calculates the Index. The Index measures the total rate of return of an S&P 500^® Index covered call strategy. This strategy consists of holding a portfolio indexed to the S&P 500^® Index and selling a succession of covered call options, each with an exercise price at or above the prevailing price level of the S&P 500^® Index. The Index provides a benchmark measure of the total return performance of this hypothetical strategy. The Index reinvests dividends paid on the component stocks underlying the S&P 500^® Index and the dollar value of option premiums received from covered call options. The Index assumes that the call options are written (sold) on the third Friday of each month and expire in the next calendar month after they are written. The Index assumes that the call options are held until their expiration. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 9.50%. On a net asset value (“NAV”) basis, the Fund returned 9.34%. During the same time period, the Index returned 10.13%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Index (the “Benchmark Index”) returned 20.44%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 500 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a broad-based market benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. equity market.

During the period, the Fund underperformed the Benchmark Index primarily because of the written covered call option strategy. While the sale of the call options generated premium income for the Fund, this was not enough to make up for the rising market. Many of the Fund’s options were settled at a loss because the strike price was below the market price at expiration.

For the fiscal year ended April 30, 2014, the information technology sector contributed most significantly to the Fund’s return, followed by the financials and health care sectors, respectively. Telecommunication services was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Apple, Inc., an information technology company (portfolio average weight of 2.97%) and Google Inc., Class A, an information technology company (portfolio average weight of 1.73%). Positions that detracted most significantly from the Fund’s return included Verizon Communications, Inc., a telecommunication services company (portfolio average weight of 0.98%); and Philip Morris International, Inc., a consumer staples company (portfolio average weight of 0.91%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Information Technology	18.8
Financials	16.3
Health Care	13.4
Consumer Discretionary	12.0
Industrials	10.9
Energy	10.8
Consumer Staples	9.9
Materials	3.6
Utilities	3.2
Telecommunication Services	2.5
Other Assets Less Liabilities	(1.4)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Apple, Inc.	3.2
Exxon Mobil Corp.	2.7
Microsoft Corp.	1.8
Johnson & Johnson	1.7
General Electric Co.	1.6
Chevron Corp.	1.5
Wells Fargo & Co.	1.4
Berkshire Hathaway, Inc., Class B	1.4
Procter & Gamble Co. (The)	1.4
JPMorgan Chase & Co.	1.3
Total	18.0

14

PowerShares S&P 500 BuyWrite Portfolio (PBP) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

Index	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
																Avg. Ann.††			Cumulative
CBOE S&P 500 BuyWriteTM Index		10.13	%		7.94	%		25.75	%		11.44	%		71.87	%		3.50	%		24.46	%
S&P 500® Index		20.44			13.83			47.48			19.14			140.02			6.39			48.35
Fund
NAV Return		9.34			7.09			22.81			10.52			64.90			2.65			18.07
Market Price Return		9.50			7.15			23.01			10.49			64.67			2.67			18.26

Fund Inception: December 20, 2007

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. According to the Fund’s current prospectus, the Fund’s expense ratio 0.75% is expressed as a unitary management fee to cover operating expenses and expenses incurred in connection with managing the portfolio. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

15

SPHQ	Manager’s Analysis
	PowerShares S&P 500® High Quality Portfolio (SPHQ)

As an index fund, the PowerShares S&P 500^® High Quality Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the S&P 500^® High Quality Rankings Index (the “Index”). The Fund generally will invest at least 90% of its total assets in securities that comprise the Index.

The Index is designed to provide exposure to the constituents of the S&P 500^® Index that S&P Quality Rankings identifies as high quality stocks. Standard & Poor’s has provided Earnings and Dividend Rankings, commonly referred to as Quality Rankings, on U.S. common stocks since 1956. Quality Rankings reflect the long term growth and stability of a company’s earnings and dividends. Standard & Poor’s generates Quality Rankings by using a computerized system based on per-share earnings and dividends records of the most recent 10 years. Standard & Poor’s computes basic scores for earnings and dividends, and then adjusts the basic scores as indicated by a set of predetermined modifiers for change in the rate of growth, stability within long-term trend and cyclicality. Standard & Poor’s then combines adjusted scores for earnings and dividends to yield a final ranking. If a company within the S&P 500^® Index does not have a Quality Ranking assigned to it, it is not considered for inclusion within the Index. S&P 500^® Index constituents with Quality Rankings of A- or above are selected for inclusion in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 19.09%. On a net asset value (“NAV”) basis, the Fund returned 19.15%. During the same time period, the Blended-S&P 500^® High Quality Rankings Index returned 19.49%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Index (the “Benchmark Index”) returned 20.44%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 500 securities. The Fund provided this additional comparative benchmark because of its recognition in the market place and to help investors better understand how the investment results of the Fund compare to the performance of a broad-based U.S. stock market benchmark.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that selects stocks based on S&P Quality Rankings, which takes into account earnings and dividends, while the Benchmark Index is a broad-based U.S. market index.

Relative to the Benchmark Index, the Fund was most overweight in the industrials sector and most underweight in the information

technology sector during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to stock selection within the consumer discretionary sector, as well as allocation to and stock selection within the information technology sector.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the consumer staples and consumer discretionary sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Lockheed Martin Corp., an industrials company (portfolio average weight of 0.86%) and L-3 Communications Holdings, Inc., an industrials company (portfolio average weight of 1.23%). Positions that detracted most significantly from the Fund’s return included Target Corp., a consumer discretionary company (portfolio average weight of 1.12%); and Ralph Lauren Corp., a consumer discretionary company (portfolio average weight of 0.76%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Industrials	27.2
Consumer Staples	19.7
Consumer Discretionary	19.3
Health Care	9.3
Materials	8.3
Financials	5.7
Information Technology	4.7
Utilities	3.7
Energy	2.1
Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Lorillard, Inc.	1.3
C.H. Robinson Worldwide, Inc.	1.3
Lockheed Martin Corp.	1.2
Johnson & Johnson	1.2
Coca-Cola Co. (The)	1.2
3M Co.	1.2
Union Pacific Corp.	1.2
Wal-Mart Stores, Inc.	1.2
Sigma-Aldrich Corp.	1.2
United Technologies Corp.	1.2
Total	12.2

16

PowerShares S&P 500^® High Quality Portfolio (SPHQ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-S&P 500® High Quality Rankings Index††		19.49	%		15.31	%		53.33	%		18.84	%		137.00	%		4.58	%		45.72	%
S&P 500® Index		20.44			13.83			47.48			19.14			140.02			7.11			78.14
Fund
NAV Return		19.15			14.87			51.58			18.47			133.34			4.48			44.50
Market Price Return		19.09			14.85			51.50			18.45			133.22			4.42			43.77

Fund Inception: December 6, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.43%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended-Index and Benchmark Index returns are based on the inception date of the Fund.

^††  The Blended-S&P 500^® High Quality Rankings Index is comprised of the performance of the Value Line Timeliness Select Index, the Fund’s previous underlying index, from Fund inception through the conversion date, June 29, 2010, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

17

PHO	Manager’s Analysis
	PowerShares Water Resources Portfolio (PHO)

As an index fund, the PowerShares Water Resources Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the NASDAQ OMX US Water Index^SM (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks and American depositary receipts (“ADR”) of companies in the water industry that comprise the Index.

NASDAQ OMX Group, Inc. (or the “Index Provider”) compiles, maintains and calculates the Index. The Index is comprised of U.S. exchange-listed companies that create products designed to conserve and purify water for homes, businesses and industries. Securities eligible for inclusion in the Index include common stocks, ordinary shares, depositary receipts (both American and global), depositary shares or limited partnership interests. Eligible securities must also meet the following criteria: a) have issuers classified by SustainableBusiness.com LLC as participating in the “Green Economy,” an environmental and clean energy sector portion of the NASDAQ OMX Green Economy Global Benchmark Index, which includes 350 securities from 13 different environmental sectors; b) be listed on NASDAQ, NYSE, or NYSE MKT; c) only one security per issuer is permitted; d) the securities must have a minimum worldwide market capitalization of $50 million; and e) the security must have a minimum three-month average daily dollar trading volume of $250,000. The Index Provider evaluates securities annually for eligibility. Each quarter, the Index Provider rebalances the Index using a modified liquidity weighting methodology, such that the maximum weight of any security does not exceed 8% of the Index, while at no time permitting more than five securities to reach that 8% cap. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 18.17%. On a net asset value (“NAV”) basis, the Fund returned 18.16%. During the same time period, the Blended- NASDAQ OMX US Water Index^SM returned 18.80%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the health care and materials sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Flowserve Corp., an industrial machinery company (portfolio average weight of 8.24%) and Pentair Ltd., a machinery company (portfolio average weight of 8.28%). Positions that detracted most significantly from the Fund’s return included Cia de Saneamento Basico do Estado de Sao Paulo ADR, a water

utilities company (portfolio average weight of 3.62%); and Layne Christensen Co., a construction & engineering company (portfolio average weight of 1.21%).

Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Machinery	47.2
Water Utilities	16.9
Industrial Conglomerates	8.4
Life Sciences Tools & Services	7.3
Electronic Equipment, Instruments & Components	5.5
Construction & Engineering	4.3
Commercial Services & Supplies	3.9
Electrical Equipment	2.8
Chemicals	2.5
Multi-Utilities	1.1
Other Assets Less Liabilities	0.1
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Roper Industries, Inc.	8.4
Pall Corp.	8.1
Pentair Ltd.	7.6
Flowserve Corp.	7.4
Waters Corp.	7.3
Itron, Inc.	4.5
Lindsay Corp.	4.3
Cia de Saneamento Basico do Estado de Sao Paulo ADR	4.2
Valmont Industries, Inc.	4.2
American Water Works Co., Inc.	4.2
Total	60.2

18

PowerShares Water Resources Portfolio (PHO) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

Index	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
																Avg. Ann.†††			Cumulative
Blended-NASDAQ OMX US Water IndexSM††		18.80	%		10.23	%		33.92	%		14.54	%		97.11	%		8.49	%		98.33	%
Fund
NAV Return		18.16			9.36			30.77			13.82			91.01			7.15			78.59
Market Price Return		18.17			9.36			30.79			13.84			91.22			7.01			76.57

Fund Inception: December 6, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.62%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index does not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund and Blended-Index returns are based on the inception date of the Fund.

^††  The Blended-NASDAQ OMX US Water Index^SM is comprised of the performance of the Palisades Water Index, the Fund’s previous underlying index, from Fund inception through the conversion date, March 1, 2012, followed by the performance of the NASDAQ OMX US Water Index^SM, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

19

PBW	Manager’s Analysis
	PowerShares WilderHill Clean Energy Portfolio (PBW)

As an index fund, the PowerShares WilderHill Clean Energy Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the WilderHill Clean Energy Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies engaged in the business of the advancement of cleaner energy and conservation that comprise the Index.

WilderHill (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its guidelines and mandated procedures, the Index Provider includes stocks in the Index that it believes will substantially benefit from a societal transition toward the use of cleaner energy and conservation. The Index uses modified equal dollar weighting. No single stock may exceed 4% of the total Index weight at the quarterly rebalancing. For a stock to be included in the selection universe, the Index Provider must identify a company as one that has a significant exposure to clean energy, or contribute to the advancement of clean energy or be important to the development of clean energy. Companies in the Index generally (i) help prevent pollutants such as carbon dioxide, nitrous oxide, sulfur oxide or particulates—and avoid carbon or contaminants that harm oceans, land, air or ecosystems structure, (ii) work to further renewable energy efforts and do so in ecologically and economically sensible ways and (iii) incorporate the precautionary principles into their pollution prevention and clean energy efforts. Similarly, companies in the Index generally will not have their majority interests in oil or coal, which are the highest-carbon fuels. Large companies with interests outside clean energy may be included if they are significant to this sector. Components with a market capitalization less than $200 million are weighted at rebalance to one-half of a percent (0.50%). To be eligible for the Index, a stock must have: a. three-month average market capitalization of at least $50 million; and b. three-month average closing price above $1.00 if not currently in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 41.23%. On a net asset value (“NAV”) basis, the Fund returned 41.23%. During the same time period, the Index returned 39.71%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the primary causes for deviation between the Fund’s performance, on a NAV basis, and that of the Index were revenue received by the Fund related to its securities lending program as well as fees and operating expenses that the Fund incurred during the period.

For the fiscal year ended April 30, 2014, the semiconductors sub-industry contributed most significantly to the Fund’s return, followed by the semiconductor equipment and automobile manufacturers sub-industries, respectively. There were no detracting sub-industries.

Positions that contributed most significantly to the Fund’s return included Tesla Motors, Inc., an automobiles company (portfolio average weight of 2.81%) and GT Advanced Technologies, Inc., a semiconductors & semiconductor equipment company (portfolio average weight of 2.73%). Positions that detracted most significantly from the Fund’s return included KiOR, Inc., a oil, gas & consumable fuels company (no longer held at fiscal year end); and Cosan Limited, an oil, gas & consumable fuels company (no longer held at fiscal year end).

Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Semiconductors & Semiconductor Equipment	32.6
Electrical Equipment	17.7
Chemicals	8.9
Electronic Equipment, Instruments & Components	7.1
Independent Power Producers & Energy Traders	7.0
Auto Components	6.7
Oil, Gas & Consumable Fuels	6.2
Construction & Engineering	4.1
Commercial Services & Supplies	2.5
Electric Utilities	2.3
Automobiles	2.2
Software	2.1
Metals & Mining	0.5
Money Market Fund Plus Other Assets Less Liabilities	0.1
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Calpine Corp.	2.6
Maxwell Technologies, Inc.	2.6
Gentherm, Inc.	2.6
EnerNOC, Inc.	2.5
Daqo New Energy Corp. ADR	2.5
SunPower Corp.	2.5
Itron, Inc.	2.4
Sociedad Quimica y Minera de Chile SA ADR	2.4
ITC Holdings Corp.	2.4
Cytec Industries, Inc.	2.3
Total	24.8

20

PowerShares WilderHill Clean Energy Portfolio (PBW) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
WilderHill Clean Energy Index		39.71	%		(12.74	)%		(33.55	)%		(4.99	)%		(22.57	)%		(8.78	)%		(56.88	)%
Fund
NAV Return		41.23			(11.61	)		(30.95	)		(4.57	)		(20.86	)		(8.15	)		(54.10	)
Market Price Return		41.23			(11.56	)		(30.82	)		(4.49	)		(20.50	)		(8.14	)		(54.07	)

Fund Inception: March 3, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.84%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index does not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund and Index returns are based on the inception date of the Fund.

^††  Average annualized.

21

PUW	Manager’s Analysis
	PowerShares WilderHill Progressive Energy Portfolio (PUW)

As an index fund, the PowerShares WilderHill Progressive Energy Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the WilderHill Progressive Energy Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies engaged principally in the progressive energy business that comprise the Index.

Progressive Energy Index LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes companies in the Index pursuant to a proprietary selection methodology. The Index is a modified equal-weighted index composed of companies in transitional energy technologies that improve the use of fossil fuels and nuclear power. The Index Provider includes companies focused on the following areas in the Index: alternative energy; better efficiency; emission reduction; new energy activity; utilities; and energy conversion and storage. To be eligible for the Index, a stock must have: (i) three-month average market capitalization of at least $150 million; (ii) three-month average closing price above $1.00 if not currently in the Index; and (iii) a listing on the NYSE, NYSE MKT or the NASDAQ and, if a foreign company, have its ADRs listed on the NYSE, NYSE MKT or the NASDAQ. Components less than $400 million in market capitalization are set to one-half of a percent (0.5%) weight at the rebalance. No single stock may exceed 5% of the total Index weight at the quarterly rebalancing. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 20.21%. On a net asset value (“NAV”) basis, the Fund returned 20.24%. During the same time period, the Index returned 21.10%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the consumer discretionary and materials sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Andersons, Inc. (The), a food distributors company (portfolio average weight of 2.25%) and Acuity Brands, Inc., an electrical equipment company (portfolio average weight of 2.08%). Positions that detracted most significantly from the Fund’s return included Westport Innovations, Inc., a machinery company (portfolio average weight of 1.78%); and Nuverra Environmental Solutions, Inc., an electrical equipment, instruments & components company (portfolio average weight of 1.7%).

Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Oil, Gas & Consumable Fuels	20.4
Electrical Equipment	16.0
Machinery	12.5
Construction & Engineering	6.8
Chemicals	6.6
Electric Utilities	6.4
Auto Components	5.5
Building Products	4.9
Industrial Conglomerates	3.3
Energy Equipment & Services	3.1
Automobiles	3.0
Commercial Services & Supplies	2.2
Household Products	2.0
Food & Staples Retailing	2.0
Electronic Equipment, Instruments & Components	1.8
Aerospace & Defense	1.6
Semiconductors & Semiconductor Equipment	1.5
Real Estate Investment Trusts	0.4
Money Market Funds Plus Other Assets Less Liabilities	0.0

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Centrais Eletricas Brasileiras SA ADR	2.4
Companhia Energetica de Minas Gerais ADR	2.1
Rentech, Inc.	2.1
Chesapeake Energy Corp.	2.0
Cosan Ltd., Class A	2.0
Remy International, Inc.	2.0
Energizer Holdings, Inc.	2.0
Andersons, Inc. (The)	2.0
Southwestern Energy Co.	2.0
NRG Yield, Inc., Class A	2.0
Total	20.6

22

PowerShares WilderHill Progressive Energy Portfolio (PUW) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
WilderHill Progressive Energy Index		21.10	%		4.17	%		13.04	%		15.52	%		105.74	%		5.30	%		47.40	%
Fund
NAV Return		20.24			3.21			9.95			14.47			96.55			4.41			38.30
Market Price Return		20.21			3.17			9.81			14.46			96.43			4.41			38.27

Fund Inception: October 24, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.87%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index does not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund and Index returns are based on the inception date of the Fund.

^††  Average annualized.

23

Schedule of Investments^(a)

PowerShares Aerospace & Defense Portfolio (PPA)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Aerospace & Defense—78.9%
	14,787	AAR Corp.	$	382,983
	8,515	Aerovironment, Inc.(b)		287,552
	11,893	Alliant Techsystems, Inc.		1,715,208
	2,938	American Science & Engineering, Inc.		197,434
	51,082	Boeing Co. (The)		6,590,600
	10,009	Cubic Corp.		474,727
	28,187	DigitalGlobe, Inc.(b)		839,409
	4,050	Ducommun, Inc.(b)		98,293
	6,481	Engility Holdings, Inc.(b)		282,831
	11,888	Esterline Technologies Corp.(b)		1,296,030
	70,823	Exelis, Inc.		1,313,058
	22,904	GenCorp, Inc.(b)		402,194
	47,354	General Dynamics Corp.		5,182,895
	24,813	HEICO Corp.		1,372,655
	36,625	Hexcel Corp.(b)		1,526,896
	68,533	Honeywell International, Inc.		6,366,716
	18,418	Huntington Ingalls Industries, Inc.		1,897,054
	13,925	KEYW Holding Corp. (The)(b)		178,936
	21,457	Kratos Defense & Security Solutions, Inc.(b)		154,920
	32,319	L-3 Communications Holdings, Inc.		3,728,643
	4,798	LMI Aerospace, Inc.(b)		65,445
	39,454	Lockheed Martin Corp.		6,475,980
	16,974	Moog, Inc., Class A(b)		1,110,948
	36,272	Northrop Grumman Corp.		4,407,411
	22,627	Orbital Sciences Corp.(b)		665,234
	19,987	Precision Castparts Corp.		5,058,510
	45,175	Raytheon Co.		4,313,309
	49,055	Rockwell Collins, Inc.		3,809,121
	3,784	Sparton Corp.(b)		102,773
	19,385	TASER International, Inc.(b)		313,068
	14,056	Teledyne Technologies, Inc.(b)		1,305,240
	101,225	Textron, Inc.		4,140,102
	19,719	TransDigm Group, Inc.		3,507,418
	19,605	Triumph Group, Inc.		1,270,600
	54,993	United Technologies Corp.		6,507,322
				77,341,515
		Communications Equipment—4.3%
	5,728	Comtech Telecommunications Corp.		181,864
	39,911	Harris Corp.		2,934,257
	17,224	ViaSat, Inc.(b)		1,105,953
				4,222,074
		Construction & Engineering—1.3%
	26,957	URS Corp.		1,270,214
		Containers & Packaging—3.0%
	52,553	Ball Corp.		2,952,953
		Diversified Telecommunication Services—0.7%
	39,392	Intelsat SA (United Kingdom)(b)		716,147
		Electronic Equipment, Instruments & Components—2.4%
	52,646	FLIR Systems, Inc.		1,792,070
	12,426	Mercury Systems, Inc.(b)		173,467
	7,449	OSI Systems, Inc.(b)		415,728
				2,381,265
		IT Services—7.6%
	55,675	Booz Allen Hamilton Holding Corp.		1,293,887
	8,769	CACI International, Inc., Class A(b)		610,761

Number of Shares			Value
		Common Stocks (continued)
		IT Services (continued)
	54,445	Computer Sciences Corp.	$	3,222,055
	31,999	Leidos Holdings, Inc.		1,191,643
	13,843	ManTech International Corp., Class A		412,936
	18,316	Science Applications International Corp.		714,324
				7,445,606
		Machinery—1.8%
	31,441	Oshkosh Corp.		1,745,290
		Total Common Stocks (Cost $81,293,306)		98,075,064
		Money Market Fund—0.1%
	74,614	Invesco Premier Portfolio—Institutional Class(c) (Cost $74,614)		74,614
		Total Investments (Cost $81,367,920)—100.1%		98,149,678
		Other assets less liabilities—(0.1)%		(63,451	)
		Net Assets—100.0%	$	98,086,227

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

24

Schedule of Investments^(a)

PowerShares Cleantech^TM Portfolio (PZD)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Aerospace & Defense—2.3%
	45,435	Hexcel Corp.(b)	$	1,894,185
		Auto Components—6.1%
	42,744	BorgWarner, Inc.		2,656,112
	55,922	Johnson Controls, Inc.		2,524,319
				5,180,431
		Building Products—2.2%
	83,625	Kingspan Group PLC (Ireland)		1,572,864
	13,293	WaterFurnace Renewable Energy, Inc. (Canada)		277,985
				1,850,849
		Chemicals—9.3%
	527	Gurit Holding AG (Switzerland)(b)		275,037
	38,125	Koninklijke DSM NV (Netherlands)		2,731,918
	60,232	Novozymes A/S, Class B (Denmark)		2,883,456
	39,769	Umicore SA (Belgium)		1,947,879
				7,838,290
		Commercial Services & Supplies—3.5%
	26,097	Ceco Environmental Corp.		414,681
	30,987	Mix Telematics Ltd. ADR (South Africa)(b)		325,364
	31,663	Tetra Tech, Inc.(b)		907,778
	96,347	Tomra Systems ASA (Norway)		893,735
	434,000	United Envirotech Ltd. (Singapore)		451,165
				2,992,723
		Construction & Engineering—2.8%
	31,716	Aegion Corp.(b)		808,441
	48,722	Ameresco, Inc., Class A(b)		312,308
	33,983	Arcadis NV (Netherlands)		1,205,306
				2,326,055
		Electrical Equipment—17.4%
	103,340	ABB Ltd. (Switzerland)(b)		2,481,240
	22,449	EnerSys		1,517,103
	108,900	Gamesa Corp. Tecnologica SA (Spain)(b)		1,079,767
	25,515	Polypore International, Inc.(b)(c)		884,860
	20,103	PowerSecure International, Inc.(b)		446,890
	21,899	Saft Groupe SA (France)		778,230
	28,697	Schneider Electric SA (France)		2,687,801
	34,885	SGL Carbon SE (Germany)(c)		1,160,874
	20,978	Vacon Oyj (Finland)		870,866
	63,757	Vestas Wind Systems A/S (Denmark)(b)		2,828,354
				14,735,985
		Electronic Equipment, Instruments & Components—9.4%
	10,978	Badger Meter, Inc.		543,960
	127,595	Corning, Inc.		2,668,012
	24,796	HORIBA Ltd. (Japan)		855,662
	25,335	Itron, Inc.(b)		962,730
	264,025	Opus Group AB (Sweden)(c)		516,552
	62,969	Trimble Navigation Ltd.(b)		2,419,899
				7,966,815
		Independent Power Producers & Energy Traders—2.1%
	9,132,508	Energy Development Corp. (Philippines)		1,145,148
	22,316	Ormat Technologies, Inc. (Israel)		595,391
				1,740,539

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrial Conglomerates—7.1%
	26,703	Raven Industries, Inc.	$	825,123
	18,984	Roper Industries, Inc.		2,637,827
	19,123	Siemens AG (Germany)		2,518,923
				5,981,873
		Life Sciences Tools & Services—2.2%
	6,715	Eurofins Scientific (France)		1,862,135
		Machinery—16.2%
	96,372	Alfa Laval AB (Sweden)(c)		2,550,932
	22,385	CLARCOR, Inc.		1,292,958
	46,684	Donaldson Co., Inc.		1,964,930
	11,875	Kadant, Inc.		412,656
	9,554	Lindsay Corp.(c)		841,994
	58,808	Meyer Burger Technology AG (Switzerland)(b)(c)		724,705
	27,219	Pall Corp.		2,290,479
	17,247	Westport Innovations, Inc. (Canada)(b)(c)		225,832
	30,623	Woodward, Inc.		1,372,829
	53,772	Xylem, Inc.		2,021,289
				13,698,604
		Professional Services—6.4%
	46,317	Intertek Group PLC (United Kingdom)		2,272,742
	21,499	Mistras Group, Inc.(b)		488,242
	1,062	SGS SA (Switzerland)		2,647,612
				5,408,596
		Semiconductors & Semiconductor Equipment—5.8%
	32,062	Advanced Energy Industries, Inc.(b)		701,517
	38,959	Cree, Inc.(b)		1,837,696
	65,854	GT Advanced Technologies, Inc.(b)(c)		1,093,835
	17,040	Power Integrations, Inc.		804,799
	11,848	SMA Solar Technology AG (Germany)(c)		495,217
				4,933,064
		Software—7.2%
	30,876	ANSYS, Inc.(b)		2,356,148
	51,417	Autodesk, Inc.(b)		2,469,044
	25,972	FleetMatics Group PLC(b)		779,939
	31,138	Silver Spring Networks, Inc.(b)(c)		466,447
				6,071,578
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $60,314,257)—100.0%		84,481,722
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—7.2%
	6,110,040	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $6,110,040)		6,110,040
		Total Investments (Cost $66,424,297)—107.2%		90,591,762
		Other assets less liabilities—(7.2)%		(6,056,344	)
		Net Assets—100.0%	$	84,535,418

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

25

PowerShares Cleantech^TM Portfolio (PZD) (continued)

April 30, 2014

Investment Abbreviations:

ADR—American Depositary Receipt

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2I. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Citibank	$	5,994,327	$	(5,994,327	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

26

Schedule of Investments^(a)

PowerShares DWA Momentum Portfolio (PDP)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Consumer Discretionary—29.5%
	20,511	Amazon.com, Inc.(b)	$	6,238,010
	12,949	AutoZone, Inc.(b)		6,913,342
	162,024	Brinker International, Inc.		7,961,859
	213,871	CBS Corp., Class B		12,353,189
	31,301	Chipotle Mexican Grill, Inc.(b)		15,603,548
	155,402	Dollar Tree, Inc.(b)		8,091,782
	291,317	Domino’s Pizza, Inc.		21,668,158
	103,862	Hanesbrands, Inc.		8,526,032
	124,095	Jarden Corp.(b)		7,092,029
	310,849	Liberty Interactive Corp., Class A(b)		9,033,272
	116,854	Macy’s, Inc.		6,710,925
	24,791	Netflix, Inc.(b)		7,983,694
	194,280	NIKE, Inc., Class B		14,172,726
	208,669	O’Reilly Automotive, Inc.(b)		31,047,860
	76,576	Polaris Industries, Inc.		10,286,454
	28,216	Priceline Group, Inc. (The)(b)		32,667,074
	340,528	Service Corp. International		6,391,711
	110,281	Signet Jewelers Ltd.		11,173,671
	92,506	Starbucks Corp.		6,532,774
	1,085,822	Starz, Class A(b)		35,039,476
	46,671	Tesla Motors, Inc.(b)		9,702,434
	110,242	TJX Cos., Inc. (The)		6,413,880
	169,234	Tractor Supply Co.		11,379,294
	350,042	TRW Automotive Holdings Corp.(b)		28,125,875
	199,084	Under Armour, Inc., Class A(b)		9,733,217
	245,779	VF Corp.		15,014,639
	251,009	Wyndham Worldwide Corp.		17,906,982
	37,325	Wynn Resorts Ltd.		7,610,194
				371,374,101
		Consumer Staples—2.3%
	98,616	Brown-Forman Corp., Class B		8,847,827
	158,161	Hormel Foods Corp.		7,542,698
	66,146	Keurig Green Mountain, Inc.		6,196,557
	98,357	Monster Beverage Corp.(b)		6,585,985
				29,173,067
		Energy—4.9%
	252,066	Cheniere Energy, Inc.(b)		14,229,126
	54,803	Continental Resources, Inc.(b)		7,591,312
	126,278	EQT Corp.		13,763,039
	264,496	ONEOK, Inc.		16,721,437
	50,231	Pioneer Natural Resources Co.		9,708,145
				62,013,059
		Financials—4.5%
	73,959	ACE Ltd.		7,567,485
	34,263	Affiliated Managers Group, Inc.(b)		6,790,927
	60,071	Ameriprise Financial, Inc.		6,705,726
	354,086	Arch Capital Group Ltd.(b)		20,296,209
	118,183	Discover Financial Services		6,606,430
	184,511	HCC Insurance Holdings, Inc.		8,476,435
				56,443,212
		Health Care—17.1%
	48,987	Actavis PLC(b)		10,009,514
	195,456	Alexion Pharmaceuticals, Inc.(b)		30,921,139
	23,033	Biogen Idec, Inc.(b)		6,613,235

Number of Shares			Value
		Common Stocks (continued)
		Health Care (continued)
	127,197	Cerner Corp.(b)	$	6,525,206
	79,095	Cigna Corp.		6,330,764
	55,738	Cooper Cos., Inc. (The)		7,352,400
	455,237	Gilead Sciences, Inc.(b)		35,731,552
	201,673	Henry Schein, Inc.(b)		23,037,107
	44,409	Illumina, Inc.(b)		6,032,963
	275,065	Jazz Pharmaceuticals PLC(b)		37,106,268
	40,308	McKesson Corp.		6,819,710
	28,496	Mettler-Toledo International, Inc.(b)		6,642,988
	138,253	Mylan, Inc.(b)		7,020,487
	87,945	Regeneron Pharmaceuticals, Inc.(b)		26,109,991
				216,253,324
		Industrials—18.2%
	97,633	Alaska Air Group, Inc.		9,185,313
	110,162	B/E Aerospace, Inc.(b)		9,668,919
	125,333	Chicago Bridge & Iron Co. NV		10,035,413
	106,474	Colfax Corp.(b)		7,663,999
	123,358	Danaher Corp.		9,052,010
	107,920	IDEX Corp.		8,047,594
	159,600	Kirby Corp.(b)		16,058,952
	78,867	Lockheed Martin Corp.		12,945,229
	122,114	Nordson Corp.		9,079,176
	129,961	Old Dominion Freight Line, Inc.(b)		7,879,535
	74,284	Pall Corp.		6,250,999
	97,336	Pentair Ltd.		7,231,092
	96,176	Precision Castparts Corp.		24,341,184
	128,932	Roper Industries, Inc.		17,915,101
	58,453	Snap-On, Inc.		6,780,548
	40,676	TransDigm Group, Inc.		7,235,040
	72,340	Union Pacific Corp.		13,775,706
	200,239	United Rentals, Inc.(b)		18,788,425
	68,960	WABCO Holdings, Inc.(b)		7,379,410
	448,586	Waste Connections, Inc.		20,033,851
				229,347,496
		Information Technology—9.0%
	26,555	Alliance Data Systems Corp.(b)		6,423,654
	136,953	Amphenol Corp., Class A		13,058,468
	68,107	Apple, Inc.		40,189,260
	131,928	Fiserv, Inc.(b)		8,018,584
	118,075	Gartner, Inc.(b)		8,140,090
	292,960	MasterCard, Inc., Class A		21,547,208
	110,544	NetSuite, Inc.(b)		8,546,157
	191,733	Skyworks Solutions, Inc.(b)		7,870,640
				113,794,061
		Materials—13.4%
	257,832	Airgas, Inc.		27,397,228
	385,124	Ball Corp.		21,640,118
	74,300	Ecolab, Inc.		7,774,752
	217,786	FMC Corp.		16,769,522
	73,337	International Flavors & Fragrances, Inc.		7,225,161
	146,075	International Paper Co.		6,814,399
	25,341	NewMarket Corp.		9,434,961
	150,016	Rockwood Holdings, Inc.		10,658,637
	159,474	RPM International, Inc.		6,803,161
	74,911	Sherwin-Williams Co. (The)		14,970,214
	110,086	Sigma-Aldrich Corp.		10,591,374

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

27

PowerShares DWA Momentum Portfolio (PDP) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks (continued)
		Materials (continued)
	237,533	W.R. Grace & Co.(b)	$	21,876,789
	101,757	Westlake Chemical Corp.		7,245,099
				169,201,415
		Telecommunication Services—0.5%
	201,598	T-Mobile US, Inc. (Germany)(b)		5,904,805
		Utilities—0.6%
	73,190	Sempra Energy		7,217,266
		Total Common Stocks (Cost $1,036,795,226)		1,260,721,806
		Money Market Fund—0.1%
	614,538	Invesco Premier Portfolio—Institutional Class(c) (Cost $614,538)		614,538
		Total Investments (Cost $1,037,409,764)—100.1%		1,261,336,344
		Other assets less liabilities—(0.1)%		(892,801	)
		Net Assets—100.0%	$	1,260,443,543

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

28

Schedule of Investments^(a)

PowerShares Global Listed Private Equity Portfolio (PSP)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—90.7%
		Capital Markets—52.3%
	4,281,063	3i Group PLC (United Kingdom)	$	27,454,945
	165,160	Alaris Royalty Corp. (Canada)(b)		4,025,723
	301,308	Altamir (France)		4,562,139
	912,650	American Capital Ltd.(c)		13,680,624
	613,450	Apollo Global Management LLC, Class A		16,642,899
	727,071	Apollo Investment Corp.		5,809,297
	1,031,163	Ares Capital Corp.		17,705,069
	192,067	Aurelius AG (Germany)		7,126,464
	259,914	BlackRock Kelso Capital Corp.		2,360,019
	2,471,721	Brait SE (South Africa)(c)		13,300,772
	688,775	Bure Equity AB (Sweden)		3,033,320
	50,442	Capital Southwest Corp.		1,770,514
	456,356	Carlyle Group LP (The)		14,639,900
	102,591	Deutsche Beteiligungs AG (Germany)		2,759,601
	475,984	Fifth Street Finance Corp.		4,431,411
	171,540	Gimv NV (Belgium)		8,888,403
	163,333	Golub Capital BDC, Inc.(b)		2,730,928
	1,423,398	GP Investments Ltd. (Brazil)(c)		2,356,461
	220,110	Hercules Technology Growth Capital, Inc.(b)		3,011,105
	110,738	ICG Group, Inc.(c)		2,256,840
	2,530,530	Intermediate Capital Group PLC (United Kingdom)		18,954,705
	2,574,370	IP Group PLC (United Kingdom)(c)		7,476,759
	385,479	JAFCO Co. Ltd. (Japan)		14,736,128
	134,854	Main Street Capital Corp.(b)		4,239,810
	249,627	MCG Capital Corp.		838,747
	173,274	Medley Capital Corp.(b)		2,259,493
	86,637	MVC Capital, Inc.		1,129,746
	181,913	New Mountain Finance Corp.		2,603,175
	104,830	Partners Group Holding AG (Switzerland)		28,670,639
	244,643	PennantPark Investment Corp.		2,617,680
	518,305	Princess Private Equity Holding Ltd. (Switzerland)		4,599,394
	1,097,260	Prospect Capital Corp.(b)		11,861,381
	2,168,685	Ratos AB, Class B (Sweden)		21,980,028
	83,362	Safeguard Scientifics, Inc.(c)		1,751,436
	163,093	Solar Capital Ltd.		3,571,737
	1,074,854	SVG Capital PLC (United Kingdom)(c)		7,713,516
	5,754,711	Symphony International Holdings Ltd. (Singapore)		4,373,580
	144,103	TCP Capital Corp.		2,333,028
	212,231	TICC Capital Corp.(b)		2,043,785
	103,570	Triangle Capital Corp.(b)		2,700,070
				305,001,271
		Diversified Financial Services—25.4%
	120,962	Ackermans & van Haaren NV (Belgium)		15,631,481
	1,828,551	Better Capital PCC Ltd. (United Kingdom)(c)		3,427,236
	2,019,070	China Merchants China Direct Investments Ltd. (China)		2,625,128
	183,261	Compass Diversified Holdings		3,388,496
	271,155	Electra Private Equity PLC (United Kingdom)(c)		12,224,831
	276,255	Eurazeo SA (France)		23,258,257
	259,439	HgCapital Trust PLC (United Kingdom)		4,538,465
	408,103	JZ Capital Partners Ltd. (Guernsey)		3,018,269
	882,658	Leucadia National Corp.		22,525,432
	573,162	Onex Corp. (Canada)		32,693,919
	70,152	PICO Holdings, Inc.(c)		1,631,034

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Diversified Financial Services (continued)
	156,012	Wendel (France)	$	23,481,351
				148,443,899
		Food Products—1.2%
	128,001	A/S Schouw & Co. (Denmark)		7,133,558
		Industrial Conglomerates—1.1%
	461,137	Hosken Consolidated Investments Ltd. (South Africa)		6,568,186
		Internet Software & Services—2.6%
	226,435	IAC/InterActiveCorp.		15,008,112
		Machinery—4.6%
	5,595,562	Melrose Industries PLC (United Kingdom)		26,975,147
		Metals & Mining—3.5%
	16,668,359	Fosun International Ltd. (China)		20,166,675
		Total Common Stocks and Other Equity Interests (Cost $450,063,527)		529,296,848
		Money Market Funds—9.6%
	2,230,000	Invesco Liquid Assets Portfolio—Institutional Share Class(d)(e)		2,230,000
	53,783,158	Invesco Premier Portfolio—Institutional Class(d)		53,783,158
		Total Money Market Funds (Cost 56,013,158)		56,013,158
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $506,076,685)—100.3%		585,310,006
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—4.0%
	23,404,087	Invesco Liquid Assets Portfolio—Institutional Class(d)(f) (Cost $23,404,087)		23,404,087
		Total Investments (Cost $529,480,772)—104.3%		608,714,093
		Other assets less liabilities—(4.3)%		(25,112,827	)
		Net Assets—100.0%	$	583,601,266

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  All or a portion of this security was out on loan at April 30, 2014.

^(c)  Non-income producing security.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  All or a portion of the value was pledged as collateral for swap agreements. See Note 2H and Note 6.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

29

PowerShares Global Listed Private Equity Portfolio (PSP) (continued)

April 30, 2014

^(f)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2I. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brother Harriman	$	22,883,255	$	(22,883,255	)	$	—

* Amount does not include excess collateral received, if any.

This Fund has holdings greater than 10% of net assets in the following country:

United Kingdom 18.6 % 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

30

Schedule of Investments

PowerShares Golden Dragon China Portfolio (PGJ)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—99.9%
		British Virgin Islands—0.5%
	191,216	Shanda Games Ltd. ADR(a)	$	1,265,850
		Canada—2.2%
	166,581	Canadian Solar, Inc.(a)(b)		4,517,677
	528,976	Silvercorp Metals, Inc.(b)		1,100,270
				5,617,947
		China—95.4%
	136,107	21Vianet Group, Inc. ADR(a)		3,269,290
	35,937	51job, Inc. ADR(a)		2,423,591
	39,155	58.Com, Inc. ADR(a)(b)		1,557,586
	91,307	AutoNavi Holdings Ltd. ADR(a)		1,888,229
	140,931	Baidu, Inc. ADR(a)		21,682,234
	75,214	Bitauto Holdings Ltd. ADR(a)		2,694,918
	61,808	Bona FILM Group Ltd. ADR(a)(b)		357,868
	37,712	Changyou.com Ltd. ADR(a)(b)		1,057,067
	86,814	China Automotive Systems, Inc.(a)		652,841
	79,230	China Biologic Products, Inc.(a)		2,895,856
	36,692	China Distance Education Holdings Ltd. ADR		552,948
	56,202	China Finance Online Co. Ltd. ADR(a)(b)		209,071
	98,527	China Green Agriculture, Inc.(a)(b)		271,935
	83,604	China Information Technology, Inc.(a)(b)		339,432
	31,250	China Life Insurance Co. Ltd. ADR		1,221,250
	84,666	China Lodging Group Ltd. ADR(a)		1,878,739
	274,533	China Ming Yang Wind Power Group Ltd. ADR(a)(b)		639,662
	26,164	China Mobile Games & Entertainment Group Ltd. ADR(a)(b)		445,573
	253,303	China Mobile Ltd. ADR		12,014,161
	36,578	China Petroleum & Chemical Corp. ADR		3,250,687
	20,026	China Telecom Corp. Ltd. ADR		1,025,732
	114,706	China Unicom (Hong Kong) Ltd. ADR(b)		1,758,443
	148,181	China XD Plastics Co. Ltd.(a)(b)		1,013,558
	44,354	ChinaCache International Holdings Ltd. ADR(a)		612,085
	108,801	CNinsure, Inc. ADR(a)		691,974
	24,869	CNOOC Ltd. ADR		4,108,110
	58,949	Concord Medical Services Holdings Ltd. ADR		408,517
	445,970	Ctrip.com International Ltd. ADR(a)		20,844,638
	170,662	E-Commerce China Dangdang, Inc., Class A ADR(a)(b)		1,841,443
	237,848	E-House China Holdings Ltd. ADR(b)		2,069,278
	470,171	Giant Interactive Group, Inc. ADR		5,524,509
	178,168	Hollysys Automation Technologies Ltd.(a)		3,814,577
	113,061	Home Inns & Hotels Management, Inc. ADR(a)(b)		3,213,194
	15,773	Huaneng Power International, Inc. ADR(b)		619,563
	142,267	ISoftStone Holdings Ltd. ADR(a)(b)		776,778
	106,384	JA Solar Holdings Co. Ltd. ADR(a)(b)		1,024,478
	56,408	JinkoSolar Holding Co. Ltd. ADR(a)(b)		1,517,375
	50,814	Jinpan International Ltd.		374,499
	123,695	Kandi Technologies Group, Inc.(a)(b)		1,386,621
	83,926	KongZhong Corp. ADR(a)		852,688
	92,609	Lihua International, Inc.(a)		196,331
	276,163	Mindray Medical International Ltd. ADR(b)		9,129,949
	85,126	Montage Technology Group, Ltd.(a)(b)		1,769,770
	140,229	Nam Tai Property, Inc.		968,982
	225,241	NetEase, Inc. ADR		15,336,660
	431,396	New Oriental Education & Technology Group, Inc. ADR		10,439,783

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		China (continued)
	50,518	Noah Holdings Ltd. ADR(b)	$	679,972
	151,819	NQ Mobile, Inc. ADR(a)(b)		1,876,483
	137,297	Perfect World Co. Ltd. ADR		2,553,724
	35,102	PetroChina Co. Ltd. ADR		4,047,963
	104,947	Phoenix New Media Ltd. ADR(a)(b)		970,760
	219,761	Qihoo 360 Technology Co. Ltd. ADR(a)		18,543,433
	39,552	Qunar Cayman Islands Ltd. ADR(a)(b)		976,934
	242,852	ReneSola Ltd. ADR(a)(b)		660,557
	353,482	Renren, Inc. ADR(a)		1,162,956
	77,158	Semiconductor Manufacturing International Corp. ADR(a)		320,206
	203,774	SINA Corp.(a)		9,740,397
	26,179	Sino Clean Energy, Inc.(a)		0
	171,504	Sinovac Biotech Ltd.(a)(b)		1,018,734
	118,898	Sohu.com, Inc.(a)(b)		6,559,603
	531,433	SouFun Holdings Ltd. ADR		6,254,966
	119,950	TAL Education Group ADR(a)		2,653,294
	199,378	Trina Solar Ltd. ADR(a)(b)		2,229,046
	91,716	Vipshop Holdings Ltd. ADR(a)(b)		12,857,666
	217,511	WuXi PharmaTech Cayman, Inc. ADR(a)		7,395,374
	135,807	Xinyuan Real Estate Co. Ltd. ADR(b)		555,451
	69,410	Xueda Education Group ADR		346,356
	320,678	Yingli Green Energy Holding Co. Ltd. ADR(a)(b)		1,096,719
	362,937	Youku Tudou, Inc. ADR(a)		8,089,866
	96,521	YY, Inc. ADR(a)(b)		5,536,445
				246,749,378
		South Korea—0.1%
	153,924	Hanwha SolarOne Co. Ltd. ADR(a)(b)		400,202
		United States—1.7%
	130,398	China HGS Real Estate, Inc.(a)(b)		684,589
	188,535	China Recycling Energy Corp.(a)(b)		586,344
	115,364	China Yuchai International Ltd.		2,323,431
	37,591	eLong, Inc. ADR(a)(b)		567,248
	200,689	Kingold Jewelry, Inc.(a)		222,765
				4,384,377
		Total Common Stocks and Other Equity Interests (Cost $232,344,587)		258,417,754
		Money Market Fund—0.2%
	461,509	Invesco Premier Portfolio—Institutional Class(c) (Cost $461,509)		461,509
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $232,806,096)—100.1%		258,879,263

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

31

PowerShares Golden Dragon China Portfolio (PGJ) (continued)

April 30, 2014

Number of Shares			Value
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—16.7%
	43,026,256	Invesco Liquid Assets Portfolio—Institutional Class(c)(d) (Cost $43,026,256)	$	43,026,256
		Total Investments (Cost $275,832,352)—116.8%		301,905,519
		Other assets less liabilities—(16.8)%		(43,336,945	)
		Net Assets—100.0%	$	258,568,574

Investment Abbreviations:

ADR—American Depositary Receipt

Notes to Schedule of Investments:

^(a)  Non-income producing security.

^(b)  All or a portion of this security was out on loan at April 30, 2014.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(d)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2I. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Citibank	$	41,317,489	$	(41,317,489	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

32

Schedule of Investments^(a)

PowerShares S&P 500 BuyWrite Portfolio (PBP)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests(b)—101.4%
		Consumer Discretionary—12.0%
	5,601	Amazon.com, Inc.(c)	$	1,703,432
	949	AutoNation, Inc.(c)		50,288
	507	AutoZone, Inc.(c)		270,682
	3,206	Bed Bath & Beyond, Inc.(c)		199,189
	4,115	Best Buy Co., Inc.		106,702
	3,432	BorgWarner, Inc.		213,264
	3,224	Cablevision Systems Corp., Class A		53,841
	3,361	CarMax, Inc.(c)		147,145
	6,598	Carnival Corp.		259,367
	8,308	CBS Corp., Class B		479,870
	467	Chipotle Mexican Grill, Inc.(c)		232,799
	4,179	Coach, Inc.		186,592
	39,242	Comcast Corp., Class A		2,031,166
	4,287	D.R. Horton, Inc.		95,514
	1,974	Darden Restaurants, Inc.		98,128
	4,198	Delphi Automotive PLC (United Kingdom)		280,594
	7,133	DIRECTV(c)		553,521
	3,345	Discovery Communications, Inc., Class A(c)		253,885
	4,436	Dollar General Corp.(c)		250,368
	3,130	Dollar Tree, Inc.(c)		162,979
	1,538	Expedia, Inc.		109,183
	1,437	Family Dollar Stores, Inc.		84,424
	59,376	Ford Motor Co.		958,922
	723	Fossil Group, Inc.(c)		77,108
	1,742	GameStop Corp., Class A		69,123
	3,423	Gannett Co., Inc.		93,003
	3,988	Gap, Inc. (The)		156,728
	1,849	Garmin Ltd.		105,578
	19,627	General Motors Co.(c)		676,739
	2,312	Genuine Parts Co.		201,421
	4,150	Goodyear Tire & Rubber Co. (The)		104,580
	66	Graham Holdings Co., Class B		44,301
	4,128	H&R Block, Inc.		117,318
	3,313	Harley-Davidson, Inc.		244,963
	1,019	Harman International Industries, Inc.		111,693
	1,753	Hasbro, Inc.		96,871
	21,201	Home Depot, Inc. (The)		1,685,692
	3,714	International Game Technology		46,611
	6,384	Interpublic Group of Cos., Inc. (The)		111,209
	9,997	Johnson Controls, Inc.		451,265
	3,031	Kohl’s Corp.		166,068
	3,671	L Brands, Inc.		198,968
	2,089	Leggett & Platt, Inc.		68,645
	2,644	Lennar Corp., Class A		102,032
	15,745	Lowe’s Cos., Inc.		722,853
	5,548	Macy’s, Inc.		318,622
	3,329	Marriott International, Inc., Class A		192,849
	5,124	Mattel, Inc.		200,938
	14,903	McDonald’s Corp.		1,510,866
	2,698	Michael Kors Holdings Ltd.(c)		246,058
	918	Mohawk Industries, Inc.(c)		121,552
	899	Netflix, Inc.(c)		289,514
	4,199	Newell Rubbermaid, Inc.		126,432
	7,497	News Corp., Class A(c)		127,599
	11,198	NIKE, Inc., Class B		816,894
	2,152	Nordstrom, Inc.		131,875
	3,887	Omnicom Group, Inc.		263,072

Number of Shares			Value
		Common Stocks and Other Equity Interests(b) (continued)
		Consumer Discretionary (continued)
	1,600	O’Reilly Automotive, Inc.(c)	$	238,064
	1,560	PetSmart, Inc.		105,581
	784	Priceline Group, Inc. (The)(c)		907,676
	5,167	PulteGroup, Inc.		95,021
	1,228	PVH Corp.		154,200
	889	Ralph Lauren Corp.		134,568
	3,236	Ross Stores, Inc.		220,307
	1,650	Scripps Networks Interactive, Inc., Class A		123,865
	9,797	Staples, Inc.		122,462
	11,380	Starbucks Corp.		803,656
	2,886	Starwood Hotels & Resorts Worldwide, Inc.		221,212
	9,516	Target Corp.		587,613
	1,656	Tiffany & Co.		144,883
	4,177	Time Warner Cable, Inc.		590,878
	13,439	Time Warner, Inc.		893,156
	10,707	TJX Cos., Inc. (The)		622,933
	2,099	Tractor Supply Co.		141,137
	1,668	TripAdvisor, Inc.(c)		134,674
	29,220	Twenty-First Century Fox, Inc., Class A		935,624
	2,391	Under Armour, Inc., Class A(c)		116,896
	1,639	Urban Outfitters, Inc.(c)		58,439
	5,304	VF Corp.		324,021
	6,000	Viacom, Inc., Class B		509,880
	24,531	Walt Disney Co. (The)		1,946,290
	1,165	Whirlpool Corp.		178,688
	1,927	Wyndham Worldwide Corp.		137,472
	1,218	Wynn Resorts Ltd.		248,338
	6,668	Yum! Brands, Inc.		513,369
				29,991,798
		Consumer Staples—9.9%
	30,003	Altria Group, Inc.		1,203,420
	9,912	Archer-Daniels-Midland Co.		433,452
	6,533	Avon Products, Inc.		99,824
	2,438	Brown-Forman Corp., Class B		218,737
	2,690	Campbell Soup Co.		122,368
	1,954	Clorox Co. (The)		177,228
	57,046	Coca-Cola Co. (The)		2,326,906
	3,578	Coca-Cola Enterprises, Inc.		162,584
	13,143	Colgate-Palmolive Co.		884,524
	6,329	ConAgra Foods, Inc.		193,098
	2,515	Constellation Brands, Inc., Class A(c)		200,798
	6,620	Costco Wholesale Corp.		765,802
	17,802	CVS Caremark Corp.		1,294,561
	2,967	Dr Pepper Snapple Group, Inc.		164,431
	3,848	Estee Lauder Cos., Inc. (The), Class A		279,249
	9,403	General Mills, Inc.		498,547
	2,255	Hershey Co. (The)		217,021
	2,025	Hormel Foods Corp.		96,572
	1,559	J.M. Smucker Co. (The)		150,724
	3,866	Kellogg Co.		258,365
	1,942	Keurig Green Mountain, Inc.		181,927
	5,712	Kimberly-Clark Corp.		641,172
	8,978	Kraft Foods Group, Inc.		510,489
	7,776	Kroger Co. (The)		358,007
	5,453	Lorillard, Inc.		324,017
	1,973	McCormick & Co., Inc.,		140,478

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

33

PowerShares S&P 500 BuyWrite Portfolio (PBP) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests(b) (continued)
		Consumer Staples (continued)
	3,033	Mead Johnson Nutrition Co.	$	267,693
	2,381	Molson Coors Brewing Co., Class B		142,789
	25,609	Mondelez International, Inc., Class A		912,961
	2,033	Monster Beverage Corp.(c)		136,130
	22,921	PepsiCo, Inc.		1,968,685
	23,866	Philip Morris International, Inc.		2,038,872
	40,821	Procter & Gamble Co. (The)		3,369,773
	4,689	Reynolds American, Inc.		264,600
	3,464	Safeway, Inc.		117,984
	8,807	Sysco Corp.		320,839
	4,047	Tyson Foods, Inc., Class A		169,853
	13,161	Walgreen Co.		893,632
	24,358	Wal-Mart Stores, Inc.		1,941,576
	5,600	Whole Foods Market, Inc.		278,320
				24,728,008
		Energy—10.8%
	7,584	Anadarko Petroleum Corp.		750,968
	5,943	Apache Corp.		515,852
	6,582	Baker Hughes, Inc.		460,082
	6,357	Cabot Oil & Gas Corp.		249,703
	3,264	Cameron International Corp.(c)		212,029
	7,623	Chesapeake Energy Corp.		219,161
	28,743	Chevron Corp.		3,607,821
	18,459	ConocoPhillips		1,371,688
	3,450	CONSOL Energy, Inc.		153,560
	5,359	Denbury Resources, Inc.		90,138
	5,766	Devon Energy Corp.		403,620
	1,045	Diamond Offshore Drilling, Inc.		57,067
	3,516	Ensco PLC, Class A		177,382
	8,224	EOG Resources, Inc.		805,952
	2,269	EQT Corp.		247,298
	65,058	Exxon Mobil Corp.		6,662,590
	3,553	FMC Technologies, Inc.(c)		201,455
	12,810	Halliburton Co.		807,927
	1,617	Helmerich & Payne, Inc.		175,687
	4,114	Hess Corp.		366,804
	10,086	Kinder Morgan, Inc.		329,409
	10,493	Marathon Oil Corp.		379,322
	4,435	Marathon Petroleum Corp.		412,233
	2,590	Murphy Oil Corp.		164,284
	3,928	Nabors Industries Ltd.		100,243
	6,452	National Oilwell Varco, Inc.		506,676
	2,050	Newfield Exploration Co.(c)		69,393
	3,826	Noble Corp. PLC		117,879
	5,419	Noble Energy, Inc.		388,976
	11,965	Occidental Petroleum Corp.		1,145,649
	3,129	ONEOK, Inc.		197,815
	4,084	Peabody Energy Corp.		77,637
	8,847	Phillips 66		736,247
	2,149	Pioneer Natural Resources Co.		415,337
	2,697	QEP Resources, Inc.		82,771
	2,462	Range Resources Corp.		222,688
	1,869	Rowan Cos. PLC, Class A(c)		57,789
	19,682	Schlumberger Ltd.		1,998,707
	5,313	Southwestern Energy Co.(c)		254,386
	10,090	Spectra Energy Corp.		400,674

Number of Shares			Value
		Common Stocks and Other Equity Interests(b) (continued)
		Energy (continued)
	1,982	Tesoro Corp.	$	111,567
	5,109	Transocean Ltd.		220,045
	8,017	Valero Energy Corp.		458,332
	10,304	Williams Cos., Inc. (The)		434,520
				26,819,363
		Financials—16.3%
	5,068	ACE Ltd.		518,558
	6,862	Aflac, Inc.		430,385
	6,731	Allstate Corp. (The)		383,330
	13,758	American Express Co.		1,202,862
	22,042	American International Group, Inc.		1,171,091
	5,947	American Tower Corp. REIT		496,693
	2,871	Ameriprise Financial, Inc.		320,490
	4,533	Aon PLC (United Kingdom)		384,761
	2,197	Apartment Investment & Management Co., Class A REIT		67,733
	1,077	Assurant, Inc.		72,601
	1,830	AvalonBay Communities, Inc. REIT		249,886
	159,107	Bank of America Corp.		2,408,880
	17,089	Bank of New York Mellon Corp. (The)		578,804
	10,703	BB&T Corp.		399,543
	27,102	Berkshire Hathaway, Inc., Class B(c)		3,492,093
	1,889	BlackRock, Inc.		568,589
	2,301	Boston Properties, Inc. REIT		269,539
	8,624	Capital One Financial Corp.		637,314
	4,198	CBRE Group, Inc., Class A(c)		111,835
	17,595	Charles Schwab Corp. (The)		467,147
	3,698	Chubb Corp. (The)		340,512
	2,213	Cincinnati Financial Corp.		107,862
	45,715	Citigroup, Inc.		2,190,206
	4,751	CME Group, Inc.		334,423
	2,738	Comerica, Inc.		132,081
	5,029	Crown Castle International Corp. REIT		365,759
	7,089	Discover Financial Services		396,275
	4,340	E*TRADE Financial Corp.(c)		97,433
	5,056	Equity Residential REIT		300,529
	926	Essex Property Trust, Inc. REIT		160,439
	12,819	Fifth Third Bancorp		264,200
	6,078	Franklin Resources, Inc.		318,183
	7,849	General Growth Properties, Inc. REIT		180,292
	7,458	Genworth Financial, Inc., Class A(c)		133,125
	6,339	Goldman Sachs Group, Inc. (The)		1,013,099
	6,720	Hartford Financial Services Group, Inc. (The)		241,046
	6,883	HCP, Inc. REIT		288,122
	4,366	Health Care REIT, Inc.		275,451
	11,393	Host Hotels & Resorts, Inc. REIT		244,380
	7,160	Hudson City Bancorp, Inc.		71,314
	12,514	Huntington Bancshares, Inc.		114,628
	1,729	IntercontinentalExchange Group, Inc.		353,477
	6,448	Invesco Ltd.(d)		227,034
	57,012	JPMorgan Chase & Co.		3,191,532
	13,390	KeyCorp		182,640
	6,169	Kimco Realty Corp. REIT		141,393
	1,576	Legg Mason, Inc.		73,899
	4,715	Leucadia National Corp.		120,327
	3,970	Lincoln National Corp.		192,585

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

34

PowerShares S&P 500 BuyWrite Portfolio (PBP) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests(b) (continued)
		Financials (continued)
	4,608	Loews Corp.	$	202,614
	1,971	M&T Bank Corp.		240,482
	2,114	Macerich Co. (The) REIT		137,220
	8,256	Marsh & McLennan Cos., Inc.		407,103
	4,080	McGraw-Hill Financial, Inc.		301,634
	16,915	MetLife, Inc.		885,500
	2,828	Moody’s Corp.		221,998
	21,119	Morgan Stanley		653,211
	1,758	NASDAQ OMX Group, Inc. (The)		64,870
	6,454	Navient Corp. when-issued		106,426
	3,355	Northern Trust Corp.		202,139
	4,671	People’s United Financial, Inc.		66,702
	2,663	Plum Creek Timber Co., Inc. REIT		116,107
	8,041	PNC Financial Services Group, Inc.		675,766
	4,138	Principal Financial Group, Inc.		193,824
	8,245	Progressive Corp. (The)		199,941
	7,522	Prologis, Inc. REIT		305,619
	6,971	Prudential Financial, Inc.		562,420
	2,174	Public Storage REIT		381,559
	21,372	Regions Financial Corp.		216,712
	4,731	Simon Property Group, Inc. REIT		819,409
	6,498	State Street Corp.		419,511
	8,050	SunTrust Banks, Inc.		307,993
	3,946	T. Rowe Price Group, Inc.		324,085
	1,332	Torchmark Corp.		106,160
	5,304	Travelers Cos., Inc. (The)		480,436
	27,439	U.S. Bancorp		1,118,962
	3,906	Unum Group		129,757
	4,431	Ventas, Inc. REIT		292,800
	2,619	Vornado Realty Trust REIT		268,709
	72,089	Wells Fargo & Co.		3,578,498
	8,801	Weyerhaeuser Co. REIT		262,710
	4,156	XL Group PLC		130,291
	2,780	Zions Bancorp.		80,398
				40,745,946
		Health Care—13.4%
	23,231	Abbott Laboratories		899,969
	23,916	AbbVie, Inc.		1,245,545
	2,620	Actavis PLC(c)		535,345
	5,461	Aetna, Inc.		390,188
	5,020	Agilent Technologies, Inc.		271,281
	2,975	Alexion Pharmaceuticals, Inc.(c)		470,645
	4,494	Allergan, Inc.		745,285
	3,451	AmerisourceBergen Corp.		224,936
	11,367	Amgen, Inc.		1,270,262
	8,178	Baxter International, Inc.		595,277
	2,903	Becton, Dickinson and Co.		328,126
	3,559	Biogen Idec, Inc.(c)		1,021,860
	19,936	Boston Scientific Corp.(c)		251,393
	24,752	Bristol-Myers Squibb Co.		1,239,828
	1,167	C.R. Bard, Inc.		160,264
	5,162	Cardinal Health, Inc.		358,811
	3,134	CareFusion Corp.(c)		122,414
	6,113	Celgene Corp.(c)		898,672
	4,453	Cerner Corp.(c)		228,439
	4,119	Cigna Corp.		329,685

Number of Shares			Value
		Common Stocks and Other Equity Interests(b) (continued)
		Health Care (continued)
	6,786	Covidien PLC	$	483,503
	2,661	DaVita HealthCare Partners, Inc.(c)		184,407
	2,133	DENTSPLY International, Inc.		95,196
	1,613	Edwards Lifesciences Corp.(c)		131,411
	14,835	Eli Lilly & Co.		876,749
	11,683	Express Scripts Holding Co.(c)		777,854
	3,587	Forest Laboratories, Inc.(c)		329,681
	23,159	Gilead Sciences, Inc.(c)		1,817,750
	2,503	Hospira, Inc.(c)		114,637
	2,317	Humana, Inc.		254,291
	574	Intuitive Surgical, Inc.(c)		207,616
	42,590	Johnson & Johnson		4,313,941
	1,283	Laboratory Corp. of America Holdings(c)		126,632
	3,465	McKesson Corp.		586,243
	15,068	Medtronic, Inc.		886,300
	44,272	Merck & Co., Inc.		2,592,568
	5,599	Mylan, Inc.(c)		284,317
	1,235	Patterson Cos., Inc.		50,265
	1,697	PerkinElmer, Inc.		71,223
	2,011	Perrigo Co. PLC		291,313
	96,097	Pfizer, Inc.		3,005,914
	2,170	Quest Diagnostics, Inc.		121,368
	1,184	Regeneron Pharmaceuticals, Inc.(c)		351,518
	4,273	St. Jude Medical, Inc.		271,207
	4,437	Stryker Corp.		344,977
	1,459	Tenet Healthcare Corp.(c)		65,772
	5,899	Thermo Fisher Scientific, Inc.		672,486
	14,893	UnitedHealth Group, Inc.		1,117,571
	1,557	Varian Medical Systems, Inc.(c)		123,859
	3,550	Vertex Pharmaceuticals, Inc.(c)		240,335
	1,281	Waters Corp.(c)		126,230
	4,253	WellPoint, Inc.		428,192
	2,546	Zimmer Holdings, Inc.		246,453
	7,528	Zoetis, Inc.		227,797
				33,407,801
		Industrials—10.9%
	9,478	3M Co.		1,318,295
	2,757	ADT Corp. (The)		83,372
	1,350	Allegion PLC		66,623
	3,690	AMETEK, Inc.		194,537
	10,297	Boeing Co. (The)		1,328,519
	2,233	C.H. Robinson Worldwide, Inc.		131,524
	9,603	Caterpillar, Inc.		1,012,156
	1,514	Cintas Corp.		89,220
	15,170	CSX Corp.		428,097
	2,611	Cummins, Inc.		393,869
	9,044	Danaher Corp.		663,649
	5,566	Deere & Co.		519,530
	12,788	Delta Air Lines, Inc.		470,982
	2,557	Dover Corp.		220,925
	565	Dun & Bradstreet Corp. (The)		62,579
	7,156	Eaton Corp. PLC		519,812
	10,584	Emerson Electric Co.		721,617
	1,835	Equifax, Inc.		129,936
	3,048	Expeditors International of Washington, Inc.		125,700
	4,111	Fastenal Co.		205,879

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

35

PowerShares S&P 500 BuyWrite Portfolio (PBP) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests(b) (continued)
		Industrials (continued)
	4,182	FedEx Corp.	$	569,797
	2,069	Flowserve Corp.		151,140
	2,412	Fluor Corp.		182,588
	4,895	General Dynamics Corp.		535,758
	151,052	General Electric Co.		4,061,788
	11,805	Honeywell International, Inc.		1,096,684
	5,885	Illinois Tool Works, Inc.		501,579
	3,893	Ingersoll-Rand PLC		232,801
	2,563	Iron Mountain, Inc.		72,892
	1,984	Jacobs Engineering Group, Inc.(c)		114,477
	1,506	Joy Global, Inc.		90,932
	1,658	Kansas City Southern		167,259
	1,291	L-3 Communications Holdings, Inc.		148,943
	4,065	Lockheed Martin Corp.		667,229
	5,366	Masco Corp.		107,803
	4,278	Nielsen Holdings NV		200,852
	4,663	Norfolk Southern Corp.		440,793
	3,260	Northrop Grumman Corp.		396,123
	5,334	PACCAR, Inc.		341,269
	1,651	Pall Corp.		138,932
	2,243	Parker Hannifin Corp.		284,592
	2,968	Pentair Ltd.		220,493
	3,046	Pitney Bowes, Inc.		81,633
	2,184	Precision Castparts Corp.		552,749
	3,275	Quanta Services, Inc.(c)		115,542
	4,735	Raytheon Co.		452,098
	4,072	Republic Services, Inc.		142,886
	2,067	Robert Half International, Inc.		92,602
	2,087	Rockwell Automation, Inc.		248,729
	2,033	Rockwell Collins, Inc.		157,862
	1,497	Roper Industries, Inc.		208,008
	803	Ryder System, Inc.		65,991
	874	Snap-On, Inc.		101,384
	10,569	Southwest Airlines Co.		255,453
	2,340	Stanley Black & Decker, Inc.		200,983
	1,281	Stericycle, Inc.(c)		149,160
	4,253	Textron, Inc.		173,948
	6,930	Tyco International Ltd.		283,437
	6,851	Union Pacific Corp.		1,304,636
	10,699	United Parcel Service, Inc., Class B		1,053,851
	12,677	United Technologies Corp.		1,500,069
	921	W.W. Grainger, Inc.		234,302
	6,508	Waste Management, Inc.		289,281
	2,777	Xylem, Inc.		104,387
				27,180,536
		Information Technology—18.8%
	9,590	Accenture PLC, Class A		769,310
	6,993	Adobe Systems, Inc.(c)		431,398
	2,685	Akamai Technologies, Inc.(c)		142,493
	800	Alliance Data Systems Corp.(c)		193,520
	4,781	Altera Corp.		155,478
	2,379	Amphenol Corp., Class A		226,838
	4,705	Analog Devices, Inc.		241,319
	13,429	Apple, Inc.		7,924,319
	18,233	Applied Materials, Inc.		347,521
	3,417	Autodesk, Inc.(c)		164,084

Number of Shares			Value
		Common Stocks and Other Equity Interests(b) (continued)
		Information Technology (continued)
	7,254	Automatic Data Processing, Inc.	$	565,522
	8,310	Broadcom Corp., Class A		256,031
	4,854	CA, Inc.		146,300
	77,554	Cisco Systems, Inc.		1,792,273
	2,764	Citrix Systems, Inc.(c)		163,933
	9,145	Cognizant Technology Solutions Corp., Class A(c)		438,091
	2,191	Computer Sciences Corp.		129,663
	20,959	Corning, Inc.		438,253
	17,542	eBay, Inc.(c)		909,202
	4,661	Electronic Arts, Inc.(c)		131,906
	30,497	EMC Corp.		786,823
	1,018	F5 Networks, Inc.(c)		107,063
	25,719	Facebook, Inc., Class A(c)		1,537,482
	4,376	Fidelity National Information Services, Inc.		233,810
	1,063	First Solar, Inc.(c)		71,742
	3,831	Fiserv, Inc.(c)		232,848
	2,119	FLIR Systems, Inc.		72,131
	4,250	Google, Inc., Class A(c)		2,273,240
	4,250	Google, Inc., Class C(c)		2,238,305
	1,606	Harris Corp.		118,073
	28,532	Hewlett-Packard Co.		943,268
	74,855	Intel Corp.		1,997,880
	14,737	International Business Machines Corp.		2,895,378
	4,265	Intuit, Inc.		323,074
	2,822	Jabil Circuit, Inc.		48,708
	7,126	Juniper Networks, Inc.(c)		175,941
	2,505	KLA-Tencor Corp.		160,295
	2,441	Lam Research Corp.(c)		140,626
	3,552	Linear Technology Corp.		158,064
	8,406	LSI Corp.		93,643
	15,363	MasterCard, Inc., Class A		1,129,949
	2,995	Microchip Technology, Inc.		142,382
	15,972	Micron Technology, Inc.(c)		417,189
	113,723	Microsoft Corp.		4,594,409
	3,402	Motorola Solutions, Inc.		216,299
	4,987	NetApp, Inc.		177,587
	8,344	NVIDIA Corp.		154,114
	52,137	Oracle Corp.		2,131,361
	4,880	Paychex, Inc.		204,033
	25,460	QUALCOMM, Inc.		2,003,957
	2,851	Red Hat, Inc.(c)		138,701
	8,450	Salesforce.com, Inc.(c)		436,442
	3,395	SanDisk Corp.		288,473
	4,950	Seagate Technology PLC		260,271
	10,412	Symantec Corp.		211,155
	6,176	TE Connectivity Ltd. (Switzerland)		364,260
	2,394	Teradata Corp.(c)		108,831
	16,323	Texas Instruments, Inc.		741,880
	2,486	Total System Services, Inc.		78,980
	1,890	VeriSign, Inc.(c)		89,170
	7,631	Visa, Inc., Class A		1,546,117
	3,166	Western Digital Corp.		279,020
	8,249	Western Union Co. (The)		130,912
	16,769	Xerox Corp.		202,737
	4,018	Xilinx, Inc.		189,609
	14,133	Yahoo!, Inc.(c)		508,081
				46,921,767

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

36

PowerShares S&P 500 BuyWrite Portfolio (PBP) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests(b) (continued)
		Materials—3.6%
	3,187	Air Products & Chemicals, Inc.	$	374,536
	1,001	Airgas, Inc.		106,366
	17,631	Alcoa, Inc.		237,490
	1,623	Allegheny Technologies, Inc.		66,868
	1,444	Avery Dennison Corp.		70,265
	2,114	Ball Corp.		118,786
	1,530	Bemis Co., Inc.		61,567
	834	CF Industries Holdings, Inc.		204,472
	18,305	Dow Chemical Co. (The)		913,419
	13,957	E.I. du Pont de Nemours & Co.		939,585
	2,293	Eastman Chemical Co.		199,881
	4,075	Ecolab, Inc.		426,408
	1,999	FMC Corp.		153,923
	15,634	Freeport-McMoRan Copper & Gold, Inc.		537,341
	1,222	International Flavors & Fragrances, Inc.		120,391
	6,606	International Paper Co.		308,170
	6,501	LyondellBasell Industries NV, Class A		601,342
	2,625	MeadWestvaco Corp.		102,559
	7,902	Monsanto Co.		874,751
	5,104	Mosaic Co. (The)		255,404
	7,496	Newmont Mining Corp.		186,126
	4,793	Nucor Corp.		248,038
	2,478	Owens-Illinois, Inc.(c)		78,751
	2,083	PPG Industries, Inc.		403,310
	4,426	Praxair, Inc.		577,814
	2,951	Sealed Air Corp.		101,249
	1,282	Sherwin-Williams Co. (The)		256,195
	1,797	Sigma-Aldrich Corp.		172,889
	2,176	United States Steel Corp.		56,620
	1,964	Vulcan Materials Co.		126,737
				8,881,253
		Telecommunication Services—2.5%
	78,391	AT&T, Inc.		2,798,559
	8,701	CenturyLink, Inc.		303,752
	15,049	Frontier Communications Corp.		89,541
	62,346	Verizon Communications, Inc.		2,913,429
	8,973	Windstream Holdings, Inc.		81,385
				6,186,666
		Utilities—3.2%
	9,918	AES Corp. (The)		143,315
	1,788	AGL Resources, Inc.		96,552
	3,653	Ameren Corp.		150,905
	7,344	American Electric Power Co., Inc.		395,181
	6,456	CenterPoint Energy, Inc.		159,850
	4,016	CMS Energy Corp.		121,725
	4,410	Consolidated Edison, Inc.		255,912
	8,754	Dominion Resources, Inc.		635,015
	2,663	DTE Energy Co.		208,087
	10,636	Duke Energy Corp.		792,276
	4,905	Edison International		277,427
	2,685	Entergy Corp.		194,662
	12,909	Exelon Corp.		452,202
	6,304	FirstEnergy Corp.		212,760
	1,203	Integrys Energy Group, Inc.		73,720
	6,555	NextEra Energy, Inc.		654,517

Number of Shares			Value
		Common Stocks and Other Equity Interests(b) (continued)
		Utilities (continued)
	4,727	NiSource, Inc.	$	171,685
	4,749	Northeast Utilities		224,438
	4,896	NRG Energy, Inc.		160,197
	3,772	Pepco Holdings, Inc.		100,939
	6,890	PG&E Corp.		314,046
	1,657	Pinnacle West Capital Corp.		92,709
	9,496	PPL Corp.		316,597
	7,620	Public Service Enterprise Group, Inc.		312,191
	2,123	SCANA Corp.		113,963
	3,422	Sempra Energy		337,443
	13,368	Southern Co. (The)		612,655
	3,083	TECO Energy, Inc.		55,371
	3,402	Wisconsin Energy Corp.		164,929
	7,502	Xcel Energy, Inc.		239,089
				8,040,358
		Total Investments (Cost $200,613,440)—101.4%		252,903,496
		Other assets less liabilities—(1.4)%		(3,445,071	)
		Net Assets—100.0%	$	249,458,425

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  A portion of the securities in the portfolio are subject to call options written. In addition, the unrealized appreciation (depreciation) of the call options written was based on Level 1 inputs. See Note 2G and Note 6.

^(c)  Non-income producing security.

^(d)  Affiliated company. The Fund’s Adviser is a wholly-owned subsidiary of Invesco Ltd. and therefore, Invesco Ltd. is considered to be affiliated. See Note 4.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

37

Schedule of Investments^(a)

PowerShares S&P 500^® High Quality Portfolio (SPHQ)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—19.3%
	29,409	Comcast Corp., Class A	$	1,522,210
	57,613	Darden Restaurants, Inc.		2,863,942
	74,721	Family Dollar Stores, Inc.		4,389,859
	72,486	Gap, Inc. (The)		2,848,700
	33,324	Genuine Parts Co.		2,903,187
	21,371	Harley-Davidson, Inc.		1,580,172
	52,450	Hasbro, Inc.		2,898,387
	37,093	Home Depot, Inc. (The)		2,949,264
	30,434	Lowe’s Cos., Inc.		1,397,225
	74,985	Mattel, Inc.		2,940,537
	28,644	McDonald’s Corp.		2,903,929
	58,962	NIKE, Inc., Class B		4,301,278
	46,292	Nordstrom, Inc.		2,836,774
	61,525	Omnicom Group, Inc.		4,164,012
	41,933	PetSmart, Inc.		2,838,025
	18,519	Ralph Lauren Corp.		2,803,221
	61,146	Ross Stores, Inc.		4,162,820
	47,727	Target Corp.		2,947,142
	16,496	Tiffany & Co.		1,443,235
	72,552	TJX Cos., Inc. (The)		4,221,075
	48,740	VF Corp.		2,977,526
	55,113	Walt Disney Co. (The)		4,372,665
	56,814	Yum! Brands, Inc.		4,374,110
				70,639,295
		Consumer Staples—19.7%
	37,657	Altria Group, Inc.		1,510,422
	31,916	Brown-Forman Corp., Class B		2,863,504
	31,864	Campbell Soup Co.		1,449,493
	32,043	Clorox Co. (The)		2,906,300
	109,843	Coca-Cola Co. (The)		4,480,496
	64,785	Colgate-Palmolive Co.		4,360,031
	25,407	Costco Wholesale Corp.		2,939,082
	58,574	CVS Caremark Corp.		4,259,501
	20,661	Estee Lauder Cos., Inc. (The), Class A		1,499,369
	55,840	General Mills, Inc.		2,960,637
	14,439	Hershey Co. (The)		1,389,609
	90,411	Hormel Foods Corp.		4,311,701
	29,821	J.M. Smucker Co. (The)		2,883,094
	65,112	Kellogg Co.		4,351,435
	25,642	Kimberly-Clark Corp.		2,878,315
	81,691	Lorillard, Inc.		4,854,079
	60,536	McCormick & Co., Inc.		4,310,163
	34,057	PepsiCo, Inc.		2,925,156
	52,679	Procter & Gamble Co. (The)		4,348,651
	79,284	Sysco Corp.		2,888,316
	44,919	Walgreen Co.		3,050,000
	55,555	Wal-Mart Stores, Inc.		4,428,289
				71,847,643
		Energy—2.1%
	24,408	Chevron Corp.		3,063,692
	29,437	Exxon Mobil Corp.		3,014,643
	16,960	Hess Corp.		1,512,154
				7,590,489

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials—5.7%
	23,058	Aflac, Inc.	$	1,446,198
	13,558	Ameriprise Financial, Inc.		1,513,480
	9,620	BlackRock, Inc.		2,895,620
	32,217	Chubb Corp. (The)		2,966,541
	23,091	Health Care REIT, Inc.		1,456,811
	64,931	Kimco Realty Corp. REIT		1,488,219
	18,589	Moody’s Corp.		1,459,236
	18,229	T. Rowe Price Group, Inc.		1,497,148
	36,842	Torchmark Corp.		2,936,307
	16,756	Travelers Cos., Inc. (The)		1,517,758
	29,845	Wells Fargo & Co.		1,481,506
				20,658,824
		Health Care—9.3%
	76,433	Abbott Laboratories		2,961,014
	43,814	AmerisourceBergen Corp.		2,855,797
	39,411	Baxter International, Inc.		2,868,727
	25,283	Becton, Dickinson and Co.		2,857,737
	20,595	C.R. Bard, Inc.		2,828,311
	31,600	DENTSPLY International, Inc.		1,410,308
	44,264	Johnson & Johnson		4,483,501
	8,501	McKesson Corp.		1,438,284
	47,385	Medtronic, Inc.		2,787,186
	30,250	Mylan, Inc.(b)		1,536,095
	24,072	Quest Diagnostics, Inc.		1,346,347
	35,773	Stryker Corp.		2,781,351
	53,412	UnitedHealth Group, Inc.		4,008,036
				34,162,694
		Industrials—27.2%
	31,887	3M Co.		4,435,163
	57,299	AMETEK, Inc.		3,020,803
	79,400	C.H. Robinson Worldwide, Inc.		4,676,660
	27,848	Caterpillar, Inc.		2,935,179
	25,090	Cintas Corp.		1,478,554
	101,818	CSX Corp.		2,873,304
	9,881	Cummins, Inc.		1,490,549
	57,624	Danaher Corp.		4,228,449
	30,720	Deere & Co.		2,867,405
	34,655	Dover Corp.		2,994,192
	64,673	Emerson Electric Co.		4,409,405
	73,268	Expeditors International of Washington, Inc.		3,021,572
	56,154	Fastenal Co.		2,812,192
	18,748	Fluor Corp.		1,419,224
	26,953	General Dynamics Corp.		2,950,006
	55,668	General Electric Co.		1,496,913
	31,180	Honeywell International, Inc.		2,896,622
	17,388	Illinois Tool Works, Inc.		1,481,979
	37,399	L-3 Communications Holdings, Inc.		4,314,723
	27,482	Lockheed Martin Corp.		4,510,895
	30,137	Norfolk Southern Corp.		2,848,851
	24,306	Northrop Grumman Corp.		2,953,422
	32,625	Pall Corp.		2,745,394
	23,769	Parker Hannifin Corp.		3,015,811
	44,005	Raytheon Co.		4,201,597
	41,299	Republic Services, Inc.		1,449,182
	37,088	Rockwell Collins, Inc.		2,879,883

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

38

PowerShares S&P 500^® High Quality Portfolio (SPHQ) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	21,715	Roper Industries, Inc.	$	3,017,299
	25,889	Snap-On, Inc.		3,003,124
	23,268	Union Pacific Corp.		4,430,925
	37,287	United Technologies Corp.		4,412,171
	16,935	W.W. Grainger, Inc.		4,308,264
				99,579,712
		Information Technology—4.7%
	15,642	Amphenol Corp., Class A		1,491,465
	37,861	Automatic Data Processing, Inc.		2,951,643
	21,829	International Business Machines Corp.		4,288,744
	29,839	Linear Technology Corp.		1,327,835
	36,178	Microsoft Corp.		1,461,591
	35,786	Oracle Corp.		1,462,932
	70,094	Paychex, Inc.		2,930,630
	18,249	QUALCOMM, Inc.		1,436,379
				17,351,219
		Materials—8.3%
	24,582	Air Products & Chemicals, Inc.		2,888,877
	27,280	Airgas, Inc.		2,898,773
	52,019	Ball Corp.		2,922,948
	21,422	E.I. du Pont de Nemours & Co.		1,442,129
	40,677	Ecolab, Inc.		4,256,441
	15,460	International Flavors & Fragrances, Inc.		1,523,119
	25,305	Monsanto Co.		2,801,264
	33,337	Praxair, Inc.		4,352,145
	14,988	Sherwin-Williams Co. (The)		2,995,202
	45,987	Sigma-Aldrich Corp.		4,424,409
				30,505,307
		Utilities—3.7%
	56,742	AGL Resources, Inc.		3,064,068
	20,325	Entergy Corp.		1,473,563
	29,741	NextEra Energy, Inc.		2,969,639
	27,571	SCANA Corp.		1,480,011
	32,145	Southern Co. (The)		1,473,205
	60,749	Wisconsin Energy Corp.		2,945,112
				13,405,598
		Total Investments (Cost $294,601,938)—100.0%		365,740,781
		Other assets less liabilities—(0.0)%		(54,578	)
		Net Assets—100.0%	$	365,686,203

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

39

Schedule of Investments^(a)

PowerShares Water Resources Portfolio (PHO)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—99.9%
		Chemicals—2.5%
	1,251,574	Calgon Carbon Corp.(b)	$	25,069,027
		Commercial Services & Supplies—3.9%
	1,332,695	Tetra Tech, Inc.(b)		38,208,366
		Construction & Engineering—4.3%
	971,720	Aegion Corp.(b)		24,769,143
	784,314	Layne Christensen Co.(b)		13,662,750
	128,541	Northwest Pipe Co.(b)		4,597,911
				43,029,804
		Electrical Equipment—2.8%
	719,714	Franklin Electric Co., Inc.		27,831,340
		Electronic Equipment, Instruments & Components—5.5%
	206,154	Badger Meter, Inc.		10,214,931
	1,164,343	Itron, Inc.(b)		44,245,034
				54,459,965
		Industrial Conglomerates—8.4%
	600,973	Roper Industries, Inc.		83,505,198
		Life Sciences Tools & Services—7.3%
	731,635	Waters Corp.(b)		72,095,313
		Machinery—47.2%
	2,094,141	Energy Recovery, Inc.(b)		10,701,061
	1,003,620	Flowserve Corp.		73,314,441
	196,027	Gorman-Rupp Co. (The)		6,086,638
	480,232	Lindsay Corp.		42,322,846
	3,681,997	Mueller Water Products, Inc., Class A		33,579,813
	947,720	Pall Corp.		79,750,638
	1,008,592	Pentair Ltd.		74,928,300
	615,312	Toro Co. (The)		39,096,924
	279,837	Valmont Industries, Inc.		41,670,528
	500,690	Watts Water Technologies, Inc., Class A		26,636,708
	1,035,631	Xylem, Inc.		38,929,369
				467,017,266
		Multi-Utilities—1.1%
	601,397	Veolia Environnement SA ADR (France)		11,294,236
		Water Utilities—16.9%
	606,235	American States Water Co.		18,405,295
	908,837	American Water Works Co., Inc.		41,379,349
	1,617,790	Aqua America, Inc.		40,590,351
	722,135	California Water Service Group		16,248,037
	4,396,127	Cia de Saneamento Basico do Estado de Sao Paulo ADR (Brazil)		41,675,284
	123,145	Connecticut Water Service, Inc.		4,002,212
	424,598	Consolidated Water Co. Ltd. (Cayman Islands)		4,933,829
				167,234,357
		Total Investments (Cost $772,187,090)—99.9%		989,744,872
		Other assets less liabilities—0.1%		502,215
		Net Assets—100.0%	$	990,247,087

Investment Abbreviations:

ADR—American Depositary Receipt

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

40

Schedule of Investments^(a)

PowerShares WilderHill Clean Energy Portfolio (PBW)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—99.9%
		Auto Components—6.7%
	471,131	Fuel Systems Solutions, Inc.(b)	$	4,937,453
	154,364	Gentherm, Inc.(b)		5,611,132
	469,321	Quantum Fuel Systems Technologies Worldwide, Inc.(b)		3,102,212
	456,797	UQM Technologies, Inc.(b)(c)		1,009,521
				14,660,318
		Automobiles—2.2%
	22,835	Tesla Motors, Inc.(b)		4,747,168
		Chemicals—8.9%
	38,278	Air Products & Chemicals, Inc.		4,498,430
	53,440	Cytec Industries, Inc.		5,093,901
	151,620	OM Group, Inc.		4,440,950
	166,248	Sociedad Quimica y Minera de Chile SA ADR (Chile)		5,303,311
				19,336,592
		Commercial Services & Supplies—2.5%
	233,110	EnerNOC, Inc.(b)		5,501,396
		Construction & Engineering—4.1%
	630,188	Ameresco, Inc., Class A(b)		4,039,505
	136,587	Quanta Services, Inc.(b)		4,818,789
				8,858,294
		Electric Utilities—2.3%
	138,450	ITC Holdings Corp.		5,118,497
		Electrical Equipment—17.7%
	655,409	American Superconductor Corp.(b)(c)		838,924
	843,673	Ballard Power Systems, Inc. (Canada)(b)(c)		3,087,843
	116,291	Broadwind Energy, Inc.(b)		1,568,766
	1,677,654	China Ming Yang Wind Power Group Ltd. ADR (China)(b)(c)		3,908,934
	549,554	Enphase Energy, Inc.(b)(c)		4,149,133
	1,565,568	FuelCell Energy, Inc.(b)(c)		3,553,839
	167,062	Hydrogenics Corp. (Canada)(b)(c)		3,521,667
	187,262	Orion Energy Systems, Inc.(b)		992,489
	538,083	Plug Power, Inc.(b)(c)		2,502,086
	143,309	Polypore International, Inc.(b)(c)		4,969,956
	205,248	PowerSecure International, Inc.(b)		4,562,663
	257,127	Real Goods Solar, Inc., Class A(b)(c)		753,382
	80,178	SolarCity Corp.(c)		4,269,478
				38,679,160
		Electronic Equipment, Instruments & Components—7.1%
	385,286	Echelon Corp.(b)		997,891
	140,406	Itron, Inc.(b)		5,335,428
	374,119	Maxwell Technologies, Inc.(b)		5,634,232
	135,868	Universal Display Corp.(b)(c)		3,539,361
				15,506,912
		Independent Power Producers & Energy Traders—7.0%
	247,920	Calpine Corp.(b)		5,684,805
	172,129	Ormat Technologies, Inc. (Israel)		4,592,402
	187,321	Pattern Energy Group, Inc.		5,020,203
				15,297,410
		Metals & Mining—0.5%
	773,045	Rare Element Resources Ltd. (Canada)(b)(c)		997,228

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Oil, Gas & Consumable Fuels—6.2%
	1,155,702	Amyris, Inc.(b)(c)	$	4,068,071
	972,539	Gevo, Inc.(b)(c)		1,001,715
	394,347	Renewable Energy Group, Inc.(b)		4,641,465
	353,158	Solazyme, Inc.(b)(c)		3,799,980
				13,511,231
		Semiconductors & Semiconductor Equipment—32.6%
	171,207	Advanced Energy Industries, Inc.(b)		3,746,009
	296,260	Aixtron SE ADR (Germany)(b)(c)		4,677,945
	151,994	Canadian Solar, Inc. (Canada)(b)		4,122,077
	77,457	Cree, Inc.(b)		3,653,647
	133,886	Daqo New Energy Corp. ADR (China)(b)(c)		5,498,698
	71,204	First Solar, Inc.(b)		4,805,558
	283,887	GT Advanced Technologies, Inc.(b)(c)		4,715,363
	1,553,115	Hanwha SolarOne Co. Ltd. ADR (South Korea)(b)(c)		4,038,099
	166,173	International Rectifier Corp.(b)		4,327,145
	495,886	JA Solar Holdings Co. Ltd. ADR (China)(b)(c)		4,775,382
	1,264,743	ReneSola Ltd. ADR (China)(b)(c)		3,440,101
	385,959	Rubicon Technology, Inc.(b)(c)		3,909,765
	717,822	STR Holdings, Inc.(b)		1,134,159
	256,476	SunEdison, Inc.(b)		4,932,033
	164,159	SunPower Corp. (France)(b)(c)		5,486,194
	358,746	Trina Solar Ltd. ADR (China)(b)(c)		4,010,780
	1,108,637	Yingli Green Energy Holding Co. Ltd. ADR (China)(b)(c)		3,791,539
				71,064,494
		Software—2.1%
	308,535	Silver Spring Networks, Inc.(b)		4,621,854
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $207,563,893)—99.9%		217,900,554
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—28.3%
	61,809,331	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $61,809,331)		61,809,331
		Total Investments (Cost $269,373,224)—128.2%		279,709,885
		Other assets less liabilities—(28.2)%		(61,608,661	)
		Net Assets—100.0%	$	218,101,224

Investment Abbreviations:

ADR—American Depositary Receipt

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

41

PowerShares WilderHill Clean Energy Portfolio (PBW) (continued)

April 30, 2014

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2I. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Citibank	$	58,374,719	$	(58,374,719	)	$	—

* Amount does not include excess collateral received, if any.

This Fund has holdings greater than 10% of net assets in the following country:

China 11.7 % 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

42

Schedule of Investments^(a)

PowerShares WilderHill Progressive Energy Portfolio (PUW)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Aerospace & Defense—1.6%
	17,944	Hexcel Corp.(b)	$	748,085
		Auto Components—5.5%
	16,991	Johnson Controls, Inc.		766,974
	34,657	Remy International, Inc.		919,103
	14,078	Tenneco, Inc.(b)		842,850
				2,528,927
		Automobiles—3.0%
	44,581	Kandi Technologies Group, Inc. (China)(b)(c)		499,753
	22,899	Tata Motors Ltd. ADR (India)		856,881
				1,356,634
		Building Products—4.9%
	16,722	A.O. Smith Corp.		781,921
	23,503	Apogee Enterprises, Inc.		746,690
	17,865	Owens Corning		729,785
				2,258,396
		Chemicals—6.6%
	31,044	Advanced Emissions Solutions, Inc.(b)		711,839
	21,058	LSB Industries, Inc.(b)		804,205
	12,463	Methanex Corp. (Canada)		772,706
	10,313	Rockwood Holdings, Inc.		732,739
				3,021,489
		Commercial Services & Supplies—2.2%
	50,670	China Recycling Energy Corp.(b)(c)		157,584
	46,460	Covanta Holding Corp.		857,187
				1,014,771
		Construction & Engineering—6.8%
	35,787	Abengoa SA ADR (Spain)(b)(c)		803,060
	9,343	Chicago Bridge & Iron Co. NV		748,094
	24,572	Foster Wheeler AG (Switzerland)(b)		842,328
	18,455	MasTec, Inc.(b)		730,449
				3,123,931
		Electric Utilities—6.4%
	313,906	Centrais Eletricas Brasileiras SA ADR (Brazil)(c)		1,089,254
	129,327	Companhia Energetica de Minas Gerais ADR (Brazil)(c)		975,126
	20,194	NRG Yield, Inc., Class A(c)		865,111
				2,929,491
		Electrical Equipment—16.0%
	5,578	Acuity Brands, Inc.		694,852
	342,164	Capstone Turbine Corp.(b)(c)		704,858
	10,519	Eaton Corp. PLC		764,100
	11,722	Emerson Electric Co.		799,206
	11,385	EnerSys		769,398
	28,646	General Cable Corp.		733,911
	11,612	Global Power Equipment Group, Inc.		203,558
	73,021	GrafTech International Ltd.(b)(c)		818,565
	10,342	Power Solutions International, Inc.(b)		855,801
	10,699	Regal-Beloit Corp.		799,536
	68,832	Revolution Lighting Technologies, Inc.(b)(c)		200,301
				7,344,086

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Electronic Equipment, Instruments & Components—1.8%
	38,766	Corning, Inc.	$	810,597
		Energy Equipment & Services—3.1%
	96,968	McDermott International, Inc.(b)(c)		701,079
	41,254	Nuverra Environmental Solutions, Inc.(b)(c)		701,730
				1,402,809
		Food & Staples Retailing—2.0%
	14,355	Andersons, Inc. (The)		894,173
		Household Products—2.0%
	8,156	Energizer Holdings, Inc.		910,944
		Industrial Conglomerates—3.3%
	22,799	Koninklijke Philips NV (Netherlands)		728,656
	5,771	Siemens AG ADR (Germany)		760,791
				1,489,447
		Machinery—12.5%
	23,032	Altra Industrial Motion Corp.		786,773
	10,095	Chart Industries, Inc.(b)		688,681
	41,249	Energy Recovery, Inc.(b)(c)		210,782
	21,688	ESCO Technologies, Inc.		724,813
	39,880	Luxfer Holdings PLC ADR (United Kingdom)		787,630
	34,007	PMFG, Inc.(b)		192,820
	7,624	WABCO Holdings, Inc.(b)		815,844
	53,945	Westport Innovations, Inc. (Canada)(b)(c)		707,758
	18,609	Woodward, Inc.		834,242
				5,749,343
		Oil, Gas & Consumable Fuels—20.4%
	35,492	Cameco Corp. (Canada)		755,625
	32,637	Chesapeake Energy Corp.		938,314
	89,948	Clean Energy Fuels Corp.(b)(c)		796,040
	76,737	Cosan Ltd., Class A (Brazil)		930,820
	563,956	Denison Mines Corp. (Canada)(b)(c)		772,620
	18,664	Golar LNG Ltd. (Norway)(c)		824,949
	27,942	Green Plains Renewable Energy, Inc.		835,466
	9,559	Range Resources Corp.		864,611
	452,401	Rentech, Inc.(b)		959,090
	14,251	Sasol Ltd. ADR (South Africa)		789,648
	18,120	Southwestern Energy Co.(b)		867,585
				9,334,768
		Real Estate Investment Trusts—0.4%
	15,588	Hannon Armstrong Sustainable Infrastructure Capital, Inc. REIT		206,073
		Semiconductors & Semiconductor Equipment—1.5%
	18,792	Veeco Instruments, Inc.(b)		694,740
		Total Common Stocks and Other Equity Interests (Cost $36,523,898)		45,818,704
		Money Market Fund—0.0%
	12,442	Invesco Premier Portfolio—Institutional Class(d) (Cost $12,442)		12,442
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $36,536,340)—100.0%		45,831,146

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

43

PowerShares WilderHill Progressive Energy Portfolio (PUW) (continued)

April 30, 2014

Number of Shares			Value
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—17.8%
	8,134,927	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $8,134,927)	$	8,134,927
		Total Investments (Cost $44,671,267)—117.8%		53,966,073
		Other assets less liabilities—(17.8)%		(8,146,967	)
		Net Assets—100.0%	$	45,819,106

Investment Abbreviations:

ADR—American Depositary Receipt

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2I. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brother Harriman	$	7,926,040	$	(7,926,040	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

44

(This Page Intentionally Left Blank)

Statements of Assets and Liabilities

April 30, 2014

	PowerShares Aerospace & Defense Portfolio (PPA)			PowerShares CleantechTM Portfolio (PZD)			PowerShares DWA Momentum Portfolio (PDP)			PowerShares Global Listed Private Equity Portfolio (PSP)
Assets:
Unaffiliated investments, at value(a)	$	98,075,064		$	84,481,722		$	1,260,721,806		$	529,296,848
Affiliated investments, at value		74,614			6,110,040			614,538			79,417,245
Total investments, at value		98,149,678			90,591,762			1,261,336,344			608,714,093
Cash segregated as collateral		—			—			—			1,180,956
Foreign currencies, at value		—			—			—			16,313
Receivables:
Dividends		57,801			80,496			326,834			1,079,091
Investments sold		—			—			3,673,176			7,475,349
Foreign tax reclaims		—			95,706			—			394,030
Security lending		—			9,459			—			39,687
Shares sold		—			—			—			1,933,212
Other assets		3,330			3,330			4,602			4,996
Total Assets		98,210,809			90,780,753			1,265,340,956			620,837,727
Liabilities:
Due to custodian		—			14,799			—			—
Payables:
Shares repurchased		—			—			3,671,888			—
Collateral upon receipt of securities in-kind		—			—			—			1,180,956
Payable for swaps		—			—			—			257,392
Investments purchased		—			—			—			8,534,891
Collateral upon return of securities loaned		—			6,110,040			—			23,404,087
Expenses recaptured		—			—			—			10,654
Unrealized depreciation on swap agreements		—			—			—			3,275,074
Open options written, at value		—			—			—			—
Accrued advisory fees		36,799			32,319			524,224			230,942
Accrued trustees’ and officer’s fees		17,079			15,912			36,446			23,750
Accrued expenses		70,704			72,265			664,855			318,715
Total Liabilities		124,582			6,245,335			4,897,413			37,236,461
Net Assets	$	98,086,227		$	84,535,418		$	1,260,443,543		$	583,601,266
Net Assets Consist of:
Shares of beneficial interest	$	111,063,857		$	145,613,383		$	1,244,820,140		$	627,570,238
Undistributed net investment income (loss)		(15,632	)		156,212			(31,513	)		(23,516,305	)
Undistributed net realized gain (loss)		(29,743,756	)		(85,404,780	)		(208,271,664	)		(96,435,948	)
Net unrealized appreciation		16,781,758			24,170,603			223,926,580			75,983,281
Net Assets	$	98,086,227		$	84,535,418		$	1,260,443,543		$	583,601,266
Shares outstanding (unlimited amount authorized, $0.01 par value)		3,050,000			2,650,000			34,100,000			49,500,000
Net asset value	$	32.16		$	31.90		$	36.96		$	11.79
Market price	$	32.15		$	31.92		$	36.93		$	11.85
Unaffiliated investments, at cost	$	81,293,306		$	60,314,257		$	1,036,795,226		$	450,063,527
Affiliated investments, at cost	$	74,614		$	6,110,040		$	614,538		$	79,417,245
Total investments, at cost	$	81,367,920		$	66,424,297		$	1,037,409,764		$	529,480,772
Foreign currencies, at cost	$	—		$	—		$	—		$	16,292
Premium received on written options	$	—		$	—		$	—		$	—
(a) Includes securities on loan with an aggregate value of	$	—		$	5,994,327		$	—		$	22,883,255

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

46

PowerShares Golden Dragon China Portfolio (PGJ)			PowerShares S&P 500 BuyWrite Portfolio (PBP)			PowerShares S&P 500® High Quality Portfolio (SPHQ)			PowerShares Water Resources Portfolio (PHO)			PowerShares WilderHill Clean Energy Portfolio (PBW)			PowerShares WilderHill Progressive Energy Portfolio (PUW)
$	258,417,754		$	252,676,462		$	365,740,781		$	989,744,872		$	217,900,554		$	45,818,704
	43,487,765			227,034			—			—			61,809,331			8,147,369
	301,905,519			252,903,496			365,740,781			989,744,872			279,709,885			53,966,073
	—			—			—			—			—			—
	—			—			—			—			—			—
	74,984			234,195			379,062			1,804,680			46,907			28,512
	9,720,925			267,367			—			—			—			—
	—			144			—			—			32,697			16,260
	140,189			—			—			—			549,449			19,403
	—			—			—			—			—			—
	3,330			—			2,935			4,996			4,996			3,333
	311,844,947			253,405,202			366,122,778			991,554,548			280,343,934			54,033,581
	—			16,855			161,569			18,328			71,532			—
	9,660,402			—			—			—			—			—
	—			—			—			—			—			—
	—			—			—			—			—			—
	63,164			116,896			—			—			—			—
	43,026,256			—			—			—			61,809,331			8,134,927
	13,670			—			—			—			15,382			—
	—			—			—			—			—			—
	—			3,659,675			—			—			—			—
	119,744			153,351			51,693			412,686			94,858			10,252
	29,173			—			18,733			78,477			41,829			12,758
	363,964			—			204,580			797,970			209,778			56,538
	53,276,373			3,946,777			436,575			1,307,461			62,242,710			8,214,475
$	258,568,574		$	249,458,425		$	365,686,203		$	990,247,087		$	218,101,224		$	45,819,106
$	528,558,250		$	236,694,173		$	434,812,660		$	1,324,132,081		$	1,665,198,862		$	70,032,413
	(1,293,541	)		492,190			660,203			2,193,553			(336,558	)		70,727
	(294,769,302	)		(39,200,631	)		(140,925,503	)		(553,636,329	)		(1,457,097,741	)		(33,578,840	)
	26,073,167			51,472,693			71,138,843			217,557,782			10,336,661			9,294,806
$	258,568,574		$	249,458,425		$	365,686,203		$	990,247,087		$	218,101,224		$	45,819,106
	9,350,000			11,700,000			17,500,000			38,200,000			33,100,000			1,400,000
$	27.65		$	21.32		$	20.90		$	25.92		$	6.59		$	32.73
$	27.60		$	21.35		$	20.89		$	25.91		$	6.59		$	32.71
$	232,344,587		$	200,445,344		$	294,601,938		$	772,187,090		$	207,563,893		$	36,523,898
$	43,487,765		$	168,096		$	—		$	—		$	61,809,331		$	8,147,369
$	275,832,352		$	200,613,440		$	294,601,938		$	772,187,090		$	269,373,224		$	44,671,267
$	—		$	—		$	—		$	—		$	—		$	—
$	—		$	2,842,312		$	—		$	—		$	—		$	—
$	41,317,489		$	—		$	—		$	—		$	58,374,719		$	7,926,040

47

Statements of Operations

For the year ended April 30, 2014

	PowerShares Aerospace & Defense Portfolio (PPA)			PowerShares CleantechTM Portfolio (PZD)			PowerShares DWA Momentum Portfolio (PDP)			PowerShares Global Listed Private Equity Portfolio (PSP)
Investment Income:
Unaffiliated dividend income	$	1,397,377		$	961,090		$	8,634,716		$	18,934,898
Affiliated dividend income		13			6			137			6,601
Securities lending income		—			124,023			—			136,776
Foreign withholding tax		—			(107,201	)		(2,077	)		(660,236	)
Total Income		1,397,390			977,918			8,632,776			18,418,039
Expenses:
Advisory fees		390,584			388,917			5,352,329			2,366,237
Sub-licensing		46,871			58,337			1,070,466			473,248
Accounting & administration fees		36,058			36,058			211,362			92,600
Professional fees		25,465			35,658			37,429			43,554
Printing		12,766			11,445			56,059			24,981
Trustees’ and officer’s fees		10,527			10,688			37,309			20,810
Custodian & transfer agent fees		3,022			9,636			11,640			34,286
Recapture (Note 3)		—			—			—			227,207
Other expenses		13,237			8,497			56,636			29,983
Total Expenses		538,530			559,236			6,833,230			3,312,906
Waivers		(23,005	)		(34,226	)		(934	)		(54,201	)
Net Expenses		515,525			525,010			6,832,296			3,258,705
Net Investment Income		881,865			452,908			1,800,480			15,159,334
Realized and Unrealized Gain (Loss):
Net realized gain (loss) from:
Investment securities		(229,319	)		(1,553,839	)		17,476,020			1,714,809
Swap agreements		—			—			—			13,956,646
Options written		—			—			—			—
In-kind redemptions		5,465,685			1,512,917			38,948,550			20,173,900
Foreign currencies		—			(157	)		—			(145,485	)
Net realized gain (loss)		5,236,366			(41,079	)		56,424,570			35,699,870
Change in net unrealized appreciation (depreciation) on:
Investment securities		17,672,034			17,267,009			95,556,132			17,126,170
Swap agreements		—			—			—			(3,194,533	)
Options written		—			—			—			—
Foreign currencies		—			2,655			—			17,341
Net change in unrealized appreciation		17,672,034			17,269,664			95,556,132			13,948,978
Net realized and unrealized gain		22,908,400			17,228,585			151,980,702			49,648,848
Net increase in net assets resulting from operations	$	23,790,265		$	17,681,493		$	153,781,182		$	64,808,182

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

48

PowerShares Golden Dragon China Portfolio (PGJ)			PowerShares S&P 500 BuyWrite Portfolio (PBP)			PowerShares S&P 500® High  Quality Portfolio (SPHQ)			PowerShares Water Resources Portfolio (PHO)			PowerShares WilderHill Clean Energy Portfolio (PBW)			PowerShares WilderHill Progressive Energy Portfolio (PUW)
$	2,729,481		$	4,288,544		$	6,298,880		$	12,338,492		$	698,706		$	563,954
	142			5,374			31			152			40			9
	1,298,528			—			—			14,481			3,958,531			61,106
	(149,261	)		(413	)		—			(382,994	)		(50,046	)		(24,209	)
	3,878,890			4,293,505			6,298,911			11,970,131			4,607,231			600,860
	1,338,196			1,519,471			846,041			4,714,658			1,025,445			202,387
	267,242			—			141,326			707,198			205,089			40,478
	53,101			—			57,359			184,732			41,333			36,058
	34,454			—			29,898			39,844			30,224			27,029
	29,064			—			11,107			67,094			81,977			8,011
	15,378			—			16,122			34,939			13,736			9,688
	107,774			—			8,564			3,672			18,608			5,294
	8,217			—			—			—			3,349			—
	19,760			—			22,640			18,535			15,903			10,359
	1,873,186			1,519,471			1,133,057			5,770,672			1,435,664			339,304
	(1,209	)		(358	)		(287,217	)		(1,032	)		(271	)		(55,996	)
	1,871,977			1,519,113			845,840			5,769,640			1,435,393			283,308
	2,006,913			2,774,392			5,453,071			6,200,491			3,171,838			317,552
	(8,690,660	)		2,884,582			(119,745	)		15,194,163			(13,865,172	)		(941,321	)
	—			—			—			—			—			—
	—			(21,187,780	)		—			—			—			—
	48,581,187			9,408,441			15,658,765			69,755,625			45,610,296			2,244,549
	—			—			—			—			—			—
	39,890,527			(8,894,757	)		15,539,020			84,949,788			31,745,124			1,303,228
	28,415,205			21,292,298			29,453,789			62,930,259			24,395,717			5,713,352
	—			—			—			—			—			—
	—			2,846,798			—			—			—			—
	—			—			—			—			—			—
	28,415,205			24,139,096			29,453,789			62,930,259			24,395,717			5,713,352
	68,305,732			15,244,339			44,992,809			147,880,047			56,140,841			7,016,580
$	70,312,645		$	18,018,731		$	50,445,880		$	154,080,538		$	59,312,679		$	7,334,132

49

Statements of Changes in Net Assets

For the years ended April 30, 2014 and 2013

	PowerShares Aerospace & Defense Portfolio (PPA)						PowerShares CleantechTM Portfolio (PZD)
	2014			2013			2014			2013
Operations:
Net investment income	$	881,865		$	1,038,703		$	452,908		$	817,105
Net realized gain (loss)		5,236,366			(893,302	)		(41,079	)		(4,786,886	)
Net increase from payment by affiliate		—			—			—			—
Net change in unrealized appreciation		17,672,034			7,542,587			17,269,664			9,902,157
Net increase (decrease) in net assets resulting from operations		23,790,265			7,687,988			17,681,493			5,932,376
Distributions to Shareholders from:
Net investment income		(993,578	)		(1,029,052	)		(713,573	)		(712,757	)
Shareholder Transactions:
Proceeds from shares sold		48,361,326			998,228			1,498,269			—
Value of shares repurchased		(20,678,371	)		(15,017,115	)		(5,244,820	)		(34,211,049	)
Net increase (decrease) in net assets resulting from shares transactions		27,682,955			(14,018,887	)		(3,746,551	)		(34,211,049	)
Increase (Decrease) in Net Assets		50,479,642			(7,359,951	)		13,221,369			(28,991,430	)
Net Assets:
Beginning of year		47,606,585			54,966,536			71,314,049			100,305,479
End of year	$	98,086,227		$	47,606,585		$	84,535,418		$	71,314,049
Undistributed net investment income (loss) at end of year	$	(15,632	)	$	82,701		$	156,212		$	297,136
Changes in Shares Outstanding:
Shares sold		1,750,000			50,000			50,000			—
Shares repurchased		(750,000	)		(750,000	)		(200,000	)		(1,550,000	)
Shares outstanding, beginning of year		2,050,000			2,750,000			2,800,000			4,350,000
Shares outstanding, end of year		3,050,000			2,050,000			2,650,000			2,800,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

50

PowerShares DWA Momentum Portfolio (PDP)						PowerShares Global Listed Private Equity Portfolio (PSP)						PowerShares Golden Dragon China Portfolio (PGJ)
2014			2013			2014			2013			2014			2013
$	1,800,480		$	5,543,441		$	15,159,334		$	7,617,711		$	2,006,913		$	3,494,223
	56,424,570			74,176,381			35,699,870			17,590,747			39,890,527			(63,947,150	)
	—			—			—			—			—			36,920
	95,556,132			33,244,128			13,948,978			63,857,819			28,415,205			41,814,758
	153,781,182			112,963,950			64,808,182			89,066,277			70,312,645			(18,601,249	)
	(3,053,165	)		(5,799,247	)		(65,805,444	)		(12,397,099	)		(2,898,245	)		(4,722,570	)
	391,192,705			698,921,973			239,772,662			70,242,710			123,413,615			13,060,293
	(158,406,142	)		(500,235,301	)		(63,665,641	)		(35,164,174	)		(114,003,682	)		(53,830,199	)
	232,786,563			198,686,672			176,107,021			35,078,536			9,409,933			(40,769,906	)
	383,514,580			305,851,375			175,109,759			111,747,714			76,824,333			(64,093,725	)
	876,928,963			571,077,588			408,491,507			296,743,793			181,744,241			245,837,966
$	1,260,443,543		$	876,928,963		$	583,601,266		$	408,491,507		$	258,568,574		$	181,744,241
$	(31,513	)	$	386,768		$	(23,516,305	)	$	5,296,242		$	(1,293,541	)	$	(733,516	)
	11,150,000			24,850,000			20,100,000			6,400,000			4,350,000			700,000
	(4,650,000	)		(17,750,000	)		(5,500,000	)		(3,700,000	)		(4,250,000	)		(2,850,000	)
	27,600,000			20,500,000			34,900,000			32,200,000			9,250,000			11,400,000
	34,100,000			27,600,000			49,500,000			34,900,000			9,350,000			9,250,000

51

Statements of Changes in Net Assets (continued)

For the years ended April 30, 2014 and 2013

	PowerShares S&P 500 BuyWrite Portfolio (PBP)						PowerShares S&P 500® High Quality Portfolio (SPHQ)
	2014			2013			2014			2013
Operations:
Net investment income	$	2,774,392		$	3,830,146		$	5,453,071		$	3,520,778
Net realized gain (loss)		(8,894,757	)		8,777,327			15,539,020			5,178,617
Net increase from payment by affiliate		—			—			—			—
Net change in unrealized appreciation		24,139,096			406,705			29,453,789			24,339,195
Net increase (decrease) in net assets resulting from operations		18,018,731			13,014,178			50,445,880			33,038,590
Distributions to Shareholders from:
Net investment income		(12,551,907	)		(8,424,421	)		(5,320,142	)		(3,292,190	)
Net realized gains		(67,519	)		(2,056,844	)		—			—
		(12,619,426	)		(10,481,265	)		(5,320,142	)		(3,292,190	)
Shareholder Transactions:
Proceeds from shares sold		72,951,504			155,680,453			137,479,261			76,363,194
Value of shares repurchased		(34,114,213	)		(107,519,457	)		(45,654,865	)		(23,794,170	)
Net increase (decrease) in net assets resulting from shares transactions		38,837,291			48,160,996			91,824,396			52,569,024
Increase (Decrease) in Net Assets		44,236,596			50,693,909			136,950,134			82,315,424
Net Assets:
Beginning of year		205,221,829			154,527,920			228,736,069			146,420,645
End of year	$	249,458,425		$	205,221,829		$	365,686,203		$	228,736,069
Undistributed net investment income (loss) at end of year	$	492,190		$	513,869		$	660,203		$	527,274
Changes in Shares Outstanding:
Shares sold		3,500,000			7,650,000			7,000,000			4,700,000
Shares repurchased		(1,650,000	)		(5,300,000	)		(2,300,000	)		(1,450,000	)
Shares outstanding, beginning of year		9,850,000			7,500,000			12,800,000			9,550,000
Shares outstanding, end of year		11,700,000			9,850,000			17,500,000			12,800,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

52

PowerShares Water Resources Portfolio (PHO)						PowerShares WilderHill Clean Energy Portfolio (PBW)						PowerShares WilderHill Progressive Energy Portfolio (PUW)
2014			2013			2014			2013			2014			2013
$	6,200,491		$	6,573,110		$	3,171,838		$	3,362,695		$	317,552		$	550,558
	84,949,788			(8,583,436	)		31,745,124			(138,364,257	)		1,303,228			757,073
	—			—			—			—			—			—
	62,930,259			137,318,912			24,395,717			125,881,934			5,713,352			791,507
	154,080,538			135,308,586			59,312,679			(9,119,628	)		7,334,132			2,099,138
	(5,035,124	)		(6,646,911	)		(5,058,769	)		(4,631,864	)		(473,310	)		(318,497	)
	—			—			—			—			—			—
	(5,035,124	)		(6,646,911	)		(5,058,769	)		(4,631,864	)		(473,310	)		(318,497	)
	157,626,289			53,224,195			125,579,841			24,870,370			5,983,872			—
	(193,488,911	)		(130,331,858	)		(104,226,358	)		(46,640,787	)		(5,609,711	)		(11,055,489	)
	(35,862,622	)		(77,107,663	)		21,353,483			(21,770,417	)		374,161			(11,055,489	)
	113,182,792			51,554,012			75,607,393			(35,521,909	)		7,234,983			(9,274,848	)
	877,064,295			825,510,283			142,493,831			178,015,740			38,584,123			47,858,971
$	990,247,087		$	877,064,295		$	218,101,224		$	142,493,831		$	45,819,106		$	38,584,123
$	2,193,553		$	1,028,186		$	(336,558	)	$	1,366,484		$	70,727		$	226,485
	6,100,000			2,550,000			20,650,000			5,500,000			200,000			—
	(7,650,000	)		(6,750,000	)		(17,300,000	)		(10,800,000	)		(200,000	)		(450,000	)
	39,750,000			43,950,000			29,750,000			35,050,000			1,400,000			1,850,000
	38,200,000			39,750,000			33,100,000			29,750,000			1,400,000			1,400,000

53

Financial Highlights

PowerShares Aerospace & Defense Portfolio (PPA)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	23.22		$	19.99		$	20.57		$	19.07		$	13.38
Net investment income(a)		0.33			0.44			0.21			0.18			0.17
Net realized and unrealized gain (loss) on investments		9.00			3.22			(0.60	)		1.49			5.73
Total from investment operations		9.33			3.66			(0.39	)		1.67			5.90
Distributions to shareholders from:
Net investment income		(0.39	)		(0.43	)		(0.19	)		(0.17	)		(0.21	)
Net asset value at end of year	$	32.16		$	23.22		$	19.99		$	20.57		$	19.07
Market price at end of year(b)	$	32.15		$	23.20		$	19.98		$	20.57		$	19.07
Net Asset Value Total Return(c)		40.52	%		18.69	%		(1.82	)%		8.91	%		44.36	%
Market Price Total Return(c)		40.59	%		18.65	%		(1.87	)%		8.91	%		44.47	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	98,086		$	47,607		$	54,967		$	107,971		$	137,338
Ratio to average net assets of:
Expenses, after Waivers		0.66	%		0.66	%		0.66	%		0.66	%		0.66	%
Expenses, prior to Waivers		0.69	%		0.74	%		0.76	%		0.73	%		0.69	%
Net investment income, after Waivers		1.13	%		2.18	%		1.09	%		0.99	%		1.08	%
Portfolio turnover rate(d)		8	%		17	%		25	%		12	%		17	%

PowerShares Cleantech^TM Portfolio (PZD)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	25.47		$	23.06		$	30.10		$	25.00		$	19.25
Net investment income (loss)(a)		0.17			0.26			0.24			0.06			0.03
Net realized and unrealized gain (loss) on investments		6.53			2.37			(7.07	)		5.05			5.77
Total from investment operations		6.70			2.63			(6.83	)		5.11			5.80
Distributions to shareholders from:
Net investment income		(0.27	)		(0.22	)		(0.21	)		(0.01	)		(0.04	)
Return of capital		—			—			—			—			(0.01	)
Total distributions		(0.27	)		(0.22	)		(0.21	)		(0.01	)		(0.05	)
Net asset value at end of year	$	31.90		$	25.47		$	23.06		$	30.10		$	25.00
Market price at end of year(b)	$	31.92		$	25.36		$	22.98		$	30.08		$	24.80
Net Asset Value Total Return(c)		26.52	%		11.59	%		(22.65	)%		20.43	%		30.16	%
Market Price Total Return(c)		27.15	%		11.50	%		(22.87	)%		21.32	%		28.45	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	84,535		$	71,314		$	100,305		$	162,530		$	160,021
Ratio to average net assets of:
Expenses, after Waivers		0.67	%		0.67	%		0.67	%		0.67	%		0.67	%
Expenses, prior to Waivers		0.72	%		0.76	%		0.74	%		0.74	%		0.71	%
Net investment income, after Waivers		0.58	%		1.16	%		0.97	%		0.22	%		0.11	%
Portfolio turnover rate(d)		24	%		22	%		27	%		24	%		31	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

54

Financial Highlights (continued)

PowerShares DWA Momentum Portfolio (PDP)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	31.77		$	27.86		$	26.52		$	21.25		$	14.14
Net investment income(a)		0.06			0.23			0.07			0.04			0.06
Net realized and unrealized gain on investments		5.23			3.92			1.31			5.29			7.15
Total from investment operations		5.29			4.15			1.38			5.33			7.21
Distributions to shareholders from:
Net investment income		(0.10	)		(0.24	)		(0.04	)		(0.06	)		(0.10	)
Net asset value at end of year	$	36.96		$	31.77		$	27.86		$	26.52		$	21.25
Market price at end of year(b)	$	36.93		$	31.76		$	27.86		$	26.54		$	21.24
Net Asset Value Total Return(c)		16.71	%		15.02	%		5.22	%		25.11	%		51.28	%
Market Price Total Return(c)		16.65	%		14.98	%		5.15	%		25.26	%		51.31	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	1,260,444		$	876,929		$	571,078		$	450,904		$	159,371
Ratio to average net assets of:
Expenses, after Waivers		0.64	%(d)		0.67	%(d)		0.65	%		0.70	%		0.70	%
Expenses, prior to Waivers		0.64	%(d)		0.67	%(d)		0.65	%		0.71	%		0.73	%
Net investment income, after Waivers		0.17	%		0.82	%		0.29	%		0.19	%		0.35	%
Portfolio turnover rate(e)		75	%		66	%		96	%		42	%		52	%

PowerShares Global Listed Private Equity Portfolio (PSP)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	11.70		$	9.22		$	12.17		$	10.04		$	6.72
Net investment income(a)		0.38	(f)		0.24			0.26			0.26			0.33
Net realized and unrealized gain (loss) on investments		1.38			2.64			(2.58	)		2.41			3.27
Total from investment operations		1.76			2.88			(2.32	)		2.67			3.60
Distributions to shareholders from:
Net investment income		(1.67	)		(0.40	)		(0.56	)		(0.54	)		(0.28	)
Return of capital		—			—			(0.07	)		—			—
Total distributions		(1.67	)		(0.40	)		(0.63	)		(0.54	)		(0.28	)
Net asset value at end of year	$	11.79		$	11.70		$	9.22		$	12.17		$	10.04
Market price at end of year(b)	$	11.85		$	11.75		$	9.25		$	12.25		$	10.06
Net Asset Value Total Return(c)		16.20	%		31.87	%		(19.51	)%		27.93	%		54.20	%
Market Price Total Return(c)		16.31	%		32.00	%		(19.80	)%		28.48	%		54.70	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	583,601		$	408,492		$	296,744		$	493,622		$	211,879
Ratio to average net assets of:
Expenses, after Waivers(d)		0.69	%		0.70	%		0.71	%		0.70	%		0.70	%
Expenses, prior to Waivers(d)		0.70	%		0.70	%		0.76	%		0.73	%		0.72	%
Net investment income, after Waivers		3.20	%(f)		2.47	%		2.79	%		2.50	%		3.66	%(g)
Portfolio turnover rate(e)		53	%		53	%		88	%		112	%		121	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the investment companies in which the Fund invests. Estimated investment company expenses are not expenses that are incurred directly by the Fund. They are expenses that are incurred directly by the investment companies and are deducted from the value of the funds that the Fund invests in. The effect of the estimated investment company expenses that you bear indirectly is included in the Fund’s total return.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

^(f)  Net Investment income per share and the ratio of net investment income to average net assets include a significant dividend received during the year. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.28 and 2.39%, respectively.

^(g)  Net investment income per share and the ratio of net investment income to average net assets include a special stock dividend in which the Fund elected a cash payment of $0.96 per share owned of American Capital Ltd. on August 7, 2009. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.27 and 2.94%, respectively.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

55

Financial Highlights (continued)

PowerShares Golden Dragon China Portfolio (PGJ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	19.65		$	21.56		$	28.98		$	25.03		$	17.47
Net investment income(a)		0.21			0.34			0.48			0.21			0.13
Net realized and unrealized gain (loss) on investments		8.08			(1.81	)		(7.43	)		3.92			7.63
Total from investment operations		8.29			(1.47	)		(6.95	)		4.13			7.76
Distributions to shareholders from:
Net investment income		(0.29	)		(0.44	)		(0.47	)		(0.18	)		(0.17	)
Return of capital		—			—			—			—			(0.03	)
Total distributions		(0.29	)		(0.44	)		(0.47	)		(0.18	)		(0.20	)
Net asset value at end of year	$	27.65		$	19.65		$	21.56		$	28.98		$	25.03
Market price at end of year(b)	$	27.60		$	19.59		$	21.49		$	28.87		$	25.04
Net Asset Value Total Return(c)		42.28	%		(6.73	)%(d)		(23.98	)%		16.60	%		44.51	%
Market Price Total Return(c)		42.46	%		(6.70	)%		(23.93	)%		16.11	%		44.49	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	258,569		$	181,744		$	245,838		$	446,292		$	455,523
Ratio to average net assets of:
Expenses, after Waivers		0.70	%		0.70	%		0.69	%		0.70	%		0.70	%
Expenses, prior to Waivers		0.70	%		0.75	%		0.71	%		0.72	%		0.71	%
Net investment income, after Waivers		0.75	%		1.78	%		2.08	%		0.82	%		0.56	%
Portfolio turnover rate(e)		37	%		63	%		23	%		15	%		35	%

PowerShares S&P 500 BuyWrite Portfolio (PBP)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	20.83		$	20.60		$	21.52		$	21.52		$	17.54
Net investment income(a)		0.28			0.33			0.29			0.29			0.27
Net realized and unrealized gain on investments		1.57			0.70			1.00			1.34			4.00
Total from investment operations		1.85			1.03			1.29			1.63			4.27
Distributions to shareholders from:
Net investment income		(1.35	)		(0.65	)		(2.10	)		(0.27	)		(0.29	)
Net realized gains		(0.01	)		(0.15	)		(0.11	)		(1.36	)		—
Total distributions		(1.36	)		(0.80	)		(2.21	)		(1.63	)		(0.29	)
Net asset value at end of year	$	21.32		$	20.83		$	20.60		$	21.52		$	21.52
Market price at end of year(b)	$	21.35		$	20.83		$	20.65		$	21.52		$	21.52
Net Asset Value Total Return(c)		9.34	%		5.22	%		6.74	%		8.11	%		24.48	%
Market Price Total Return(c)		9.50	%		4.97	%		7.02	%		8.09	%		24.11	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	249,458		$	205,222		$	154,528		$	120,511		$	167,840
Ratio to average net assets of:
Expenses		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Net investment income		1.37	%		1.61	%		1.42	%		1.37	%		1.35	%
Portfolio turnover rate(e)		32	%		22	%		58	%		61	%		51	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Amount includes the effect of the Adviser pay-in for an economic loss of $0.004 per share. Had the pay-in not been made, the net asset value total return would have been (6.77)%.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

56

Financial Highlights (continued)

PowerShares S&P 500^® High Quality Portfolio (SPHQ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	17.87		$	15.33		$	14.64		$	12.21		$	9.60
Net investment income(a)		0.36			0.33			0.26			0.20			0.00	(b)
Net realized and unrealized gain on investments		3.03			2.52			0.74			2.31			2.64
Total from investment operations		3.39			2.85			1.00			2.51			2.64
Distributions to shareholders from:
Net investment income		(0.36	)		(0.31	)		(0.31	)		(0.08	)		(0.03	)
Net asset value at end of year	$	20.90		$	17.87		$	15.33		$	14.64		$	12.21
Market price at end of year(c)	$	20.89		$	17.87		$	15.33		$	14.64		$	12.21
Net Asset Value Total Return(d)		19.15	%		18.86	%		7.04	%		20.61	%		27.63	%
Market Price Total Return(d)		19.09	%		18.86	%		7.04	%		20.61	%		27.63	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	365,686		$	228,736		$	146,421		$	112,695		$	67,746
Ratio to average net assets of:
Expenses, after Waivers		0.29	%		0.39	%		0.50	%		0.52	%		0.70	%
Expenses, prior to Waivers		0.39	%		0.55	%		0.70	%		0.84	%		0.80	%
Net investment income (loss), after Waivers		1.87	%		2.06	%		1.82	%		1.49	%		(0.03	)%
Portfolio turnover rate(e)		13	%		17	%		14	%		64	%		138	%

PowerShares Water Resources Portfolio (PHO)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	22.06		$	18.78		$	20.25		$	18.05		$	14.04
Net investment income(a)		0.16			0.16			0.14			0.11			0.09
Net realized and unrealized gain (loss) on investments		3.83			3.28			(1.48	)		2.19			4.03
Total from investment operations		3.99			3.44			(1.34	)		2.30			4.12
Distributions to shareholders from:
Net investment income		(0.13	)		(0.16	)		(0.13	)		(0.10	)		(0.11	)
Net asset value at end of year	$	25.92		$	22.06		$	18.78		$	20.25		$	18.05
Market price at end of year(c)	$	25.91		$	22.05		$	18.77		$	20.24		$	18.05
Net Asset Value Total Return(d)		18.16	%		18.48	%		(6.59	)%		12.81	%		29.48	%
Market Price Total Return(d)		18.17	%		18.49	%		(6.59	)%		12.75	%		29.67	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	990,247		$	877,064		$	825,510		$	1,260,648		$	1,335,033
Ratio to average net assets of:
Expenses, after Waivers		0.61	%		0.62	%		0.62	%		0.66	%		0.64	%
Expenses, prior to Waivers		0.61	%		0.62	%		0.62	%		0.66	%		0.64	%
Net investment income, after Waivers		0.66	%		0.81	%		0.77	%		0.63	%		0.57	%
Portfolio turnover rate(e)		34	%		31	%		44	%		13	%		20	%

^(a)  Based on average shares outstanding.

^(b)  Amount represents less than $0.005.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

57

Financial Highlights (continued)

PowerShares WilderHill Clean Energy Portfolio (PBW)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	4.79		$	5.08		$	10.35		$	10.12		$	9.03
Net investment income (loss)(a)		0.10			0.11			0.20			(0.03	)		(0.02	)
Net realized and unrealized gain (loss) on investments		1.85			(0.26	)		(5.33	)		0.26			1.11
Total from investment operations		1.95			(0.15	)		(5.13	)		0.23			1.09
Distributions to shareholders from:
Net investment income		(0.15	)		(0.14	)		(0.14	)		—			—
Net asset value at end of year	$	6.59		$	4.79		$	5.08		$	10.35		$	10.12
Market price at end of year(b)	$	6.59		$	4.79		$	5.08		$	10.33		$	10.11
Net Asset Value Total Return(c)		41.23	%		(2.64	)%		(49.78	)%		2.27	%		12.07	%
Market Price Total Return(c)		41.23	%		(2.65	)%		(49.68	)%		2.18	%		12.46	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	218,101		$	142,494		$	178,016		$	541,472		$	657,486
Ratio to average net assets of:
Expenses, after Waivers		0.70	%		0.70	%		0.70	%		0.70	%		0.70	%
Expenses, prior to Waivers		0.70	%		0.70	%		0.76	%		0.75	%		0.70	%
Net investment income (loss), after Waivers		1.55	%		2.48	%		2.98	%		(0.27	)%		(0.18	)%
Portfolio turnover rate(d)		57	%		52	%		46	%		32	%		42	%

PowerShares WilderHill Progressive Energy Portfolio (PUW)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	27.56		$	25.87		$	30.68		$	25.19		$	17.38
Net investment income(a)		0.24			0.35			0.14			0.10			0.14
Net realized and unrealized gain (loss) on investments		5.27			1.54			(4.71	)		5.53			7.81
Total from investment operations		5.51			1.89			(4.57	)		5.63			7.95
Distributions to shareholders from:
Net investment income		(0.34	)		(0.20	)		(0.24	)		(0.14	)		(0.14	)
Net asset value at end of year	$	32.73		$	27.56		$	25.87		$	30.68		$	25.19
Market price at end of year(b)	$	32.71		$	27.55		$	25.86		$	30.70		$	25.19
Net Asset Value Total Return(c)		20.24	%		7.38	%		(14.84	)%		22.47	%		45.96	%
Market Price Total Return(c)		20.21	%		7.38	%		(14.93	)%		22.55	%		45.96	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	45,819		$	38,584		$	47,859		$	75,175		$	60,451
Ratio to average net assets of:
Expenses, after Waivers		0.70	%		0.70	%		0.71	%		0.70	%		0.70	%
Expenses, prior to Waivers		0.84	%		0.87	%		0.86	%		0.86	%		0.84	%
Net investment income, after Waivers		0.78	%		1.40	%		0.56	%		0.37	%		0.63	%
Portfolio turnover rate(d)		37	%		32	%		36	%		22	%		52	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

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Notes to Financial Statements

PowerShares Exchange-Traded Fund Trust

April 30, 2014

Note 1. Organization

PowerShares Exchange-Traded Fund Trust (the “Trust”) was organized as a Massachusetts business trust on June 9, 2000 and is authorized to have multiple series of portfolios. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of April 30, 2014, the Trust offered fifty-three portfolios. This report includes the following portfolios:

Full Name	Short Name
PowerShares Aerospace & Defense Portfolio (PPA)	“Aerospace & Defense Portfolio”
PowerShares CleantechTM Portfolio (PZD)	“CleantechTM Portfolio”
PowerShares DWA Momentum Portfolio (PDP) (formerly PowerShares DWA Technical LeadersTM Portfolio)	“DWA Momentum Portfolio”
PowerShares Global Listed Private Equity Portfolio (PSP)	“Global Listed Private Equity Portfolio”
PowerShares Golden Dragon China Portfolio (PGJ)	“Golden Dragon China Portfolio”
PowerShares S&P 500 BuyWrite Portfolio (PBP)	“S&P 500 BuyWrite Portfolio”
PowerShares S&P 500® High Quality Portfolio (SPHQ)	“S&P 500® High Quality Portfolio”
PowerShares Water Resources Portfolio (PHO)	“Water Resources Portfolio”
PowerShares WilderHill Clean Energy Portfolio (PBW)	“WilderHill Clean Energy Portfolio”
PowerShares WilderHill Progressive Energy Portfolio (PUW)	“WilderHill Progressive Energy Portfolio”

Each portfolio (each, a “Fund”, and collectively, the “Funds”) represents a separate series of the Trust. The shares of the Funds are referred to herein as “Shares” or “Fund’s Shares.” Each Fund’s Shares are listed and traded on NYSE Arca, Inc.

The market prices of each Fund’s Shares may differ to some degree from the Fund’s net asset value (“NAV”). Unlike conventional mutual funds, each Fund issues and redeems Shares on a continuous basis, at NAV, only in a large specified number of Shares, each called a “Creation Unit.” Creation Units are issued and redeemed in exchange for the deposit or delivery of a basket of securities (“Deposit Securities”). Except when aggregated in Creation Units by Authorized Participants, the Shares are not individually redeemable securities of the Funds.

The investment objective of each Fund is to seek investment results that generally correspond (before fees and expenses) to the price and yield of its respective index listed below (each, an “Underlying Index”):

Fund	Underlying Index
Aerospace & Defense Portfolio	SPADETM Defense Index
CleantechTM Portfolio	The Cleantech IndexTM
DWA Momentum Portfolio	Dorsey Wright Technical LeadersTM Index
Global Listed Private Equity Portfolio	Red Rocks Global Listed Private Equity Index
Golden Dragon China Portfolio	NASDAQ Golden Dragon China Index
S&P 500 BuyWrite Portfolio	CBOE S&P 500 BuyWrite IndexTM
S&P 500® High Quality Portfolio	S&P 500® High Quality Rankings Index
Water Resources Portfolio	NASDAQ OMX US Water IndexSM
WilderHill Clean Energy Portfolio	WilderHill Clean Energy Index
WilderHill Progressive Energy Portfolio	WilderHill Progressive Energy Index

Note 2. Significant Accounting Policies

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements, including estimates and assumptions related to taxation. Actual results could differ from these estimates. In addition, the Funds monitor for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

A. Security Valuation

Securities, including restricted securities, are valued according to the following policies.

59

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining NAV per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day NAV per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Securities with a demand feature exercisable within one to seven days are valued at par. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the London world markets. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that Invesco PowerShares Capital Management LLC (the “Adviser”) determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American depositary receipts (“ADRs”) and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Swap agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are valued based on a model which may include end of day net present values, spreads, ratings, industry, and company performance.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith following procedures approved by the Board of Trustees. Issuer-specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

Each Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain of each Fund’s investments.

Valuations change in response to many factors, including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B. Other Risks

Index Risk. Unlike many investment companies, the Funds do not utilize investing strategies that seek returns in excess of their Underlying Indexes. Therefore, a Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from its respective Underlying Index, even if that security generally is underperforming.

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Equity Risk. Equity risk is the risk that the value of the securities that each Fund holds will fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities a Fund holds participate or factors relating to specific companies in which the Funds invest. For example, an adverse event, such as an unfavorable earnings report, may depress the value of securities a Fund holds; the price of securities 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 securities a Fund holds. In addition, securities of an issuer in the 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.

Industry Concentration Risk. In following its methodology, each Fund’s Underlying Index from time to time may be concentrated to a significant degree in securities of issuers located in a single industry or a sector. To the extent that an Underlying Index concentrates in the securities of issuers in a particular industry or sector, each Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or sector, a Fund may face more risks than if it were diversified broadly over numerous industries or sectors. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole. Any factors detrimental to the performance of such industry or sector will disproportionately impact a Fund’s NAV.

Non-Correlation Risk. Each Fund’s return may not match the return of its Underlying Index for a number of reasons. For example, each 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 each Fund and its Underlying Index may vary due to asset valuation differences and differences between each Fund’s portfolio and its Underlying Index resulting from legal restrictions, cost or liquidity constraints.

Non-Diversified Fund Risk. Each Fund (except for Cleantech^TM Portfolio, DWA Momentum Portfolio, Global Listed Private Equity Portfolio, S&P 500 BuyWrite Portfolio, S&P 500^® High Quality Portfolio, WilderHill Clean Energy Portfolio and WilderHill Progressive Energy Portfolio) is non-diversified and can invest a greater portion of its assets in securities of individual issuers than diversified funds. As a result, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase a Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on a Fund’s performance.

Small and Medium Capitalization Company Risk. Investing in securities of small and medium capitalization companies involves greater risk than customarily is 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 small and medium capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.

Foreign Investment Risk. For Cleantech^TM Portfolio, investments in the securities of non-U.S. issuers involve risks beyond those associated with investments in U.S. securities. Foreign securities may have relatively low market liquidity, greater market volatility, decreased publicly available information and less reliable financial information about issuers. Foreign securities also are subject to the risks of expropriation, nationalization, political instability, local taxation, potential currency transfer restrictions or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. As the Fund may invest in securities denominated in foreign currencies, fluctuations in the value of the U.S. dollar relative to the values of other currencies may adversely affect investments in foreign securities and may negatively impact the Fund’s returns.

Foreign Securities Risk. For Global Listed Private Equity Portfolio, since the Underlying Index may include ADRs and global depositary receipts (“GDRs”), The Fund’s involve risks of investing in foreign securities, in addition to the risks associated with domestic securities. In general, foreign companies are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about these companies. Moreover, foreign companies often are subject to less stringent requirements regarding accounting, auditing, financial reporting and record-keeping than are U.S. companies. Therefore, not all material information regarding these companies will be available.

Risk of Investing in Listed Private Equity Companies. For Global Listed Private Equity Portfolio, there are certain risks inherent in investing in listed private equity companies, which encompass BDCs and other financial institutions or vehicles whose principal business is to invest in and lend capital to, or provide services to privately held companies. The 1940 Act imposes certain restraints upon the operations of business development companies (“BDCs”). For example, BDCs are required to invest at least 70% of their total assets primarily in securities of private companies or thinly traded U.S. public companies, cash, cash equivalents, U.S. government securities and high quality debt investments that mature in one year or less. Generally, little public information exists for private and thinly traded companies, and there is a risk that investors may not be able to make a fully informed investment decision. With investments in debt instruments, there is a risk that the issuer may default on its payments or declare bankruptcy. Additionally, a BDC may incur indebtedness only in amounts such that the BDC’s asset coverage equals at least 200% after such incurrence. These limitations on asset mix and leverage may prohibit the way that the BDC raises capital. BDCs generally invest in less mature private companies, which involve greater risk than well-established, publicly-traded companies.

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C. Federal Income Taxes

Each Fund intends to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute substantially all of the Fund’s taxable earnings to its shareholders. As such, the Funds will not be subject to federal income taxes on otherwise taxable income (including net realized gains) that is distributed to the shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months

Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These timing differences are primarily due to differing book and tax treatments for in-kind transactions, losses deferred due to wash sales, and passive foreign investment company adjustments, if any.

The Funds file U.S. federal tax returns and tax returns in certain other jurisdictions. Generally, a Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

D. Investment Transactions and Investment Income

Investment transactions are accounted for on a trade date basis. Realized gains and losses from the sale or disposition of securities are computed on the specific identified cost basis. Interest income is recorded on the accrual basis. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Realized gains, dividends and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

Corporate actions (including cash dividends) are recorded net of non-reclaimable foreign tax withholdings on the ex-dividend date.

E. Expenses

Expenses of the Trust that are directly identifiable to a specific Fund are applied to that Fund. Expenses of the Trust that are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund.

Each Fund (except for S&P 500 BuyWrite Portfolio) 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, sub-licensing fees related to its respective Underlying Index, any distribution fees or expenses, litigation expenses, fees payable to the Trust’s Board members who are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”) or the Adviser, expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for the Independent Trustees, acquired fund fees and expenses, if any, and extraordinary expenses.

The S&P 500 BuyWrite Portfolio has agreed to pay an annual unitary management fee to the Adviser. Out of the unitary management fee, the Adviser has agreed to pay for substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for advisory fees, distribution fees, if any, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses (including acquired fund fees and expenses, if any).

To the extent a Fund invests in other investment companies, the expenses shown in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the investment companies in which it invests. The effects of such investment companies’ expenses are included in the realized and unrealized gain or loss on the investments in the investment companies.

F. Dividends and Distributions to Shareholders

Each Fund declares and pays dividends from net investment income, if any, to its shareholders quarterly and records such dividends on ex-dividend date. Generally, each Fund distributes net realized taxable capital gains, if any, annually in cash and records them on ex-dividend date. Such distributions on a tax basis are determined in conformity with federal income tax regulations, which may differ from GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in such Fund’s financial statements as a tax return of capital at fiscal period-end.

G. Option Contracts Written

S&P 500 BuyWrite Portfolio may engage in certain strategies involving options to manage or minimize the risk of its investments or for investment purposes. A call option gives the purchaser of such option the right to buy, and the writer (the Fund) the obligation to sell, the underlying security at the stated exercise price during the option period. When the Fund writes (sells) call options, the amount of the premium received is recorded as a liability in the Statements of Assets and Liabilities and is subsequently “marked-to-market” to reflect the current value of the option written. The difference between the premium received and the current value of the option is recorded as

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unrealized appreciation or depreciation. The net change in unrealized appreciation (depreciation) is reported in the Statements of Operations. If a written call option expires, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received. The primary risk in writing a call option is market risk; the Fund gives up the opportunity for profit if the market price of the underlying security increases and the option is exercised but will continue to bear the risk of loss should the price of the underlying security decline. There is also a risk the Fund may not be able to enter into a closing transaction because of an illiquid market.

Writing Covered Call Option Risk. By writing covered call options in return for the receipt of premiums, the S&P 500 BuyWrite Portfolio will give up the opportunity to benefit from potential increases in the value of the S&P 500^® Index above the exercise prices of the Written Options, but will continue to bear the risk of declines in the value of the S&P 500^® Index. The premiums received from the options may not be sufficient to offset any losses sustained from the volatility of the underlying stocks over time. In addition, the Fund’s ability to sell the underlying securities will be limited while the option is in effect unless the Fund extinguishes the option position through the purchase of an offsetting identical option prior to the expiration of the written option. If trading of options is suspended, the Fund may be unable to write options at times that may be desirable or advantageous to the Fund to do so.

H. Swap Agreements

Global Listed Private Equity Portfolio may enter into various swap transactions, including interest rate, total return, index, currency exchange rate and credit default swap contracts for investment purposes or to manage interest rate, currency or credit risk.

Interest rate, total return, index, and currency exchange rate swap agreements are two-party contracts entered into primarily to exchange the returns (or differentials in rates of returns) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a notional amount, (i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate or return of an underlying asset, in a particular foreign currency, or in a “basket” of securities representing a particular index).

Changes in the value of swap agreements are recognized as unrealized gains (losses) in the Statements of Operations by “marking to market” on a daily basis to reflect the value of the swap agreement at the end of each trading day. Payments received or paid at the beginning of the agreement are reflected as such on the Statements of Assets and Liabilities and may be referred to as upfront payments. The Fund accrues for the fixed payment stream and amortizes upfront payments, if any, on swap agreements on a daily basis with the net amount, recorded as a component of realized gain (loss), on the Statements of Operations. A liquidation payment received or made at the termination of a swap agreement is recorded as realized gain (loss) on the Statements of Operations. The Fund segregates liquid securities having a value at least equal to the amount of the potential obligation of a Fund under any swap transaction. The Fund’s maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the value of the contract. The risk may be mitigated by having a master netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to cover the Fund’s exposure to the counterparty. Entering into these agreements involves, to varying degrees, lack of liquidity and elements of credit, market, and counterparty risk in excess of amounts recognized on the Statements of Assets and Liabilities. Such risks involve the possibility that a swap is difficult to sell or liquidate; the counterparty does not honor its obligations under the agreement and unfavorable interest rates and market fluctuations.

I. Securities Lending

Cleantech^TM Portfolio, Global Listed Private Equity Portfolio, Golden Dragon China Portfolio, Water Resources Portfolio, WilderHill Clean Energy Portfolio and WilderHill Progressive Energy Portfolio participated in securities lending. Each Fund loaned portfolio securities having a market value up to one-third of each Fund’s total assets. Such loans are secured by cash collateral equal to no less than 102% of the market value of the loaned securities determined daily by the securities lending provider. Cash collateral received in connection with these loans is invested in an affiliated money market fund and is shown as such on the Schedule of Investments. It is the policy of these Funds to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to a Fund if, and to the extent that, the market value of the securities loaned were to increase, and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. A Fund could experience delays and costs in gaining access to the collateral. A Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Securities lending income on the Statements of Operations. The aggregate value of securities out on loan is shown on the Statements of Assets and Liabilities, if any. Water Resources no longer participates in securities lending.

Note 3. Investment Advisory Agreement and Other Agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser, pursuant to which the Adviser has overall responsibility for the selection and ongoing monitoring of the Funds’ investments, managing the Funds’ business affairs and providing certain clerical,

63

bookkeeping and other administrative services. Each Fund (except for S&P 500 BuyWrite Portfolio and S&P 500^® High Quality Portfolio) has agreed to pay the Adviser an annual fee of 0.50% of the Fund’s average daily net assets. S&P 500^® High Quality Portfolio has agreed to pay the Adviser an annual fee of 0.29% of the Fund’s average daily net assets. As compensation for its services, the S&P 500 BuyWrite Portfolio has agreed to pay the Adviser an annual unitary management fee of 0.75% of its average daily net assets. Out of the unitary management fee, the Adviser has agreed to pay for substantially all expenses of S&P 500 BuyWrite Portfolio, including the cost of transfer agency, custody, fund administration, legal, audit, and other services, except for advisory fees, distribution fees, if any, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses (including acquired fund fees and expenses, if any).

The Adviser has entered into an Amended and Restated Excess Expense Agreement (the “Expense Agreement”) with the Trust on behalf of each Fund, pursuant to which the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses (excluding interest expenses, brokerage commissions and other trading expenses, sub-licensing fees, offering costs, taxes, acquired fund fees and expenses, if any, and extraordinary expenses) of each Fund (except for S&P 500^® High Quality Portfolio and S&P 500 BuyWrite Portfolio) from exceeding 0.60% of the Fund’s average daily net assets per year (the “Expense Cap”), through at least August 31, 2015. The Expense Cap (including sublicensing fees) for S&P 500^® High Quality Portfolio is 0.29% of the Fund’s average daily net assets per year through at least August 31, 2015. Offering costs excluded from the Expense Cap are: (a) initial legal fees pertaining to the Funds’ Shares offered for sale; (b) initial Securities and Exchange Commission and state registration fees; and (c) initial fees paid to be listed on an exchange. Unless the Adviser continues the Expense Agreement, it will terminate on August 31, 2015. The Expense Agreement cannot be terminated during its term. The Adviser did not waive fees and/or pay Fund expenses during the period under this Expense Cap for DWA Momentum Portfolio, Global Listed Private Equity Portfolio and Water Resources Portfolio.

Further, through August 31, 2015, the Adviser has contractually agreed to waive a portion of the Fund’s management fee in an amount equal to 100% of the net advisory fees an affiliate of the Adviser receives that are attributable to certain of the Fund’s investments in money market funds managed by that affiliate (excluding investments of cash collateral from securities lending). The Adviser cannot discontinue this waiver prior to its expiration.

For the fiscal year ended April 30, 2014, the Adviser waived fees and/or paid Fund expenses for each Fund, in the following amounts:

Aerospace & Defense Portfolio	$	23,005
CleantechTM Portfolio		34,226
DWA Momentum Portfolio		934
Global Listed Private Equity Portfolio		54,201
Golden Dragon China Portfolio		1,209
S&P 500 BuyWrite Portfolio		358
S&P 500® High Quality Portfolio		287,217
Water Resources Portfolio		1,032
WilderHill Clean Energy Portfolio		271
WilderHill Progressive Energy Portfolio		55,996

The Expense Agreement provides that the fees waived or expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fee was waived or expense was borne by the Adviser, but no recapture payment will be made by a Fund if it would result in the Fund exceeding its Expense Cap as specified above. The Expense Agreement does not apply to S&P 500 BuyWrite Portfolio.

For the following Funds, the amounts available for potential future recapture by the Adviser under the Expense Agreement and the expiration schedule at April 30, 2014 are as follows:

	Total Potential Recapture Amounts		Potential Recapture Amounts Expiring
			04/30/15		04/30/16		04/30/17
Aerospace & Defense Portfolio	$	140,090	$	80,440	$	36,735	$	22,915
CleantechTM Portfolio		171,225		75,189		61,862		34,174
Global Listed Private Equity Portfolio		32,811		25,652		7,159		—
Golden Dragon China Portfolio		161,702		70,047		91,655		—
S&P 500® High Quality Portfolio		818,113		259,976		271,138		286,999
WilderHill Clean Energy Portfolio		177,783		177,783		—		—
WilderHill Progressive Energy Portfolio		199,760		79,732		64,090		55,938

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The Trust has entered into a Distribution Agreement with Invesco Distributors, Inc. (the “Distributor”), which serves as the distributor of Creation Units for each Fund. The Distributor does not maintain a secondary market in the Shares. The Funds are not charged any fees pursuant to the Distribution Agreement. The Distributor is an affiliate of the Adviser.

The Adviser has entered into a licensing agreement for each Fund with the following entities (each, a “Licensor”):

Fund	Licensor
Aerospace & Defense Portfolio	International Space Business Council
CleantechTM Portfolio	Cleantech Indices LLC
DWA Momentum Portfolio	Dorsey Wright & Associates, Inc.
Global Listed Private Equity Portfolio	Red Rocks Capital Partners, LLC
Golden Dragon China Portfolio	NASDAQ OMX Group, Inc.
S&P 500 BuyWrite Portfolio	Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
S&P 500® High Quality Portfolio	Standard & Poor’s Financial Services LLC
Water Resources Portfolio	NASDAQ OMX Group, Inc.
WilderHill Clean Energy Portfolio	WilderShares, LLC
WilderHill Progressive Energy Portfolio	WilderShares, LLC

Each Underlying Index name trademark is owned by its respective Licensor. These trademarks have been licensed to the Adviser for use by the Funds. Each Fund is entitled to use its Underlying Index pursuant to the Trust’s sub-licensing agreement with the Adviser. The Funds (other than the S&P 500 BuyWrite Portfolio) are required to pay the sub-licensing fees that are shown on the Statements of Operations. The Funds are not sponsored, endorsed, sold or promoted by the Licensors, and the Licensors make no representation regarding the advisability of investing in any of the Funds.

The Trust has entered into service agreements whereby The Bank of New York Mellon, a wholly owned subsidiary of The Bank of New York Mellon Corporation, serves as the administrator, custodian, fund accountant and transfer agent for each Fund.

Note 4. Investments in Affiliates

Each Fund’s Adviser is a wholly-owned subsidiary of Invesco Ltd., and therefore Invesco Ltd. is considered to be affiliated. The table below shows the Fund’s transactions in, and earnings from, its investments in Invesco Ltd. for the fiscal year ended April 30, 2014.

S&P 500 BuyWrite Portfolio

	Value April 30, 2013		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation		Realized Gain		Value April 30, 2014		Dividend Income
Invesco Ltd.	$	208,341	$	86,084	$	(87,453	)	$	2,411	$	17,651	$	227,034	$	5,317

Note 5. Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 — Prices are determined using quoted prices in an active market for identical assets.

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

Except for the Funds listed below, as of April 30, 2014, all of the securities in each Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). The appreciation (depreciation) on options held in S&P 500 BuyWrite Portfolio was

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based on Level 1 inputs. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Investments in Securities
	Level 1		Level 2			Level 3		Total
Global Listed Private Equity Portfolio
Equity Securities	$	608,714,093	$	—		$	—	$	608,714,093
Swap Agreements*		—		(3,275,074	)		—		(3,275,074	)
Total Investments	$	608,714,093	$	(3,275,074	)	$	—	$	605,439,019
Golden Dragon China Portfolio
Equity Securities	$	301,709,188	$	196,331		$	0	$	301,905,519

* Unrealized appreciation (depreciation).

Note 6. Derivative Investments

Global Listed Private Equity Portfolio and S&P 500 BuyWrite Portfolio have implemented required disclosures about derivative instruments and hedging activities in accordance with GAAP. This disclosure is intended to improve financial reporting about derivative instruments and hedging activities by enabling investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.

Value of Derivative Instruments at Year-End

The table below summarizes the value of each Fund’s derivative instruments, detailed by primary risk exposure, held as of April 30, 2014:

	Value
Risk Exposure/Derivative Type	Assets		Liabilities
Global Listed Private Equity Portfolio
Equity risk:
Swap agreements(a)	$	—	$	(3,275,074	)
S&P 500 BuyWrite Portfolio
Equity risk:
Options written contracts(a)	$	—	$	(3,659,675	)

^(a) Values are disclosed on the Statement of Assets and Liabilities under Unrealized depreciation on swap agreements and Open options written, at value, respectively.

Effect of Derivative Instruments for the fiscal year ended April 30, 2014

The table below summarizes each Fund’s gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:

	Location of Gain (Loss) on Statements of Operations
	Swap Agreements*			Options*
Global Listed Private Equity Portfolio*
Realized Gain
Equity risk	$	13,956,646		$	—
Change in Unrealized Appreciation (Depreciation)
Equity risk		(3,194,533	)		—
S&P 500 BuyWrite Portfolio*
Realized Gain (Loss)
Equity risk		—			(21,187,780	)
Change in Unrealized Appreciation (Depreciation)
Equity risk		—			2,846,798
Total	$	10,762,113		$	(18,340,982	)

* The average notional value of swap agreements and options outstanding during year was $46,314,765 and $205,932,458, respectively.

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Global Listed Private Equity Portfolio

Open Total Return Swap Agreements
Counterparty	Swap Agreements	Termination Date		Notional Amount		Value Unrealized Appreciation (Depreciation)
Citibank, N.A.	Receive a return equal to The Blackstone Group LP and pay the product of (i) 1-Month LIBOR plus 75 basis points multiplied by (ii) days in the period divided by 360		10/23/14	$	28,278,440	$	(2,277,275	)
Citibank, N.A.	Receive a return equal to KKR & Co. LP and pay the product of (i) 1-Month LIBOR plus 75 basis points multiplied by (ii) days in the period divided by 360		10/23/14		29,024,210		(997,799	)
Total						$	(3,275,074	)

S&P 500 BuyWrite Portfolio

Options Written Transactions During the Year
	Call Option Contracts
	Number of Contracts			Premiums Received
Beginning of year		1,352		$	2,940,359
Written		14,369			29,031,123
Closed		(9,517	)		(19,905,113	)
Expired		(4,861	)		(9,224,057	)
End of year		1,343		$	2,842,312

Open Options Written at Year-End
	Contract Month		Strike Price		Number of Contracts		Premiums Received		Unrealized Appreciation (Depreciation)			Value
Call Option S&P 500 Index		May-14	$	1,865		1,343	$	2,842,312	$	(817,363	)	$	3,659,675

Offsetting Assets and Liabilities

Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which was subsequently clarified in Financial Accounting Standards Board ASU 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” is intended to enhance disclosures about financial instruments and derivative instruments that are subject to offsetting arrangements on the Statements of Assets and Liabilities and to enable investors to better understand the effect of those arrangements on its financial position. In order for an arrangement to be eligible for netting, the Funds must have a basis to conclude that such netting arrangements are legally enforceable. The Funds enter into netting agreements and collateral agreements in an attempt to reduce the Funds’ counterparty credit risk by providing for a single net settlement with a counterparty of all financial transactions covered by the agreement in an event of default as defined under such agreement.

There were no derivative instruments subject to a netting agreement for which the Funds are not currently netting. The following tables present derivative instruments that are either subject to an enforceable netting agreement or offset by collateral arrangements as of April 30, 2014.

Global Listed Private Equity Portfolio

Liabilities:							Collateral Pledged
Counterparty	Gross amounts presented in Statement of Assets & Liabilities		Gross amounts offset in Statement of Assets & Liabilities		Net amounts of liabilities presented in the Statement of Assets and Liabilities		Financial Instruments			Cash		Net Amount
CitiBank, N.A.	$	3,275,074	$	—	$	3,275,074	$	(2,230,000	)	$	—	$	1,045,074

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Note 7. Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2014 and 2013:

	2014				2013
	Ordinary Income		Long-term Capital Gains		Ordinary Income		Long-term Capital Gains
Aerospace & Defense Portfolio	$	993,578	$	—	$	1,029,052	$	—
CleantechTM Portfolio		713,573		—		712,757		—
DWA Momentum Portfolio		3,053,165		—		5,799,247		—
Global Listed Private Equity Portfolio		65,805,444		—		12,397,099		—
Golden Dragon China Portfolio		2,898,245		—		4,722,570		—
S&P 500 BuyWrite Portfolio		12,553,393		66,033		8,424,421		2,056,844
S&P 500® High Quality Portfolio		5,320,142		—		3,292,190		—
Water Resources Portfolio		5,035,124		—		6,646,911		—
WilderHill Clean Energy Portfolio		5,058,769		—		4,631,864		—
WilderHill Progressive Energy Portfolio		473,310		—		318,497		—

Tax Components of Net Assets at Fiscal Year-End:

	Undistributed Ordinary Income		Temporary Book/Tax Differences			Net Unrealized Appreciation (Depreciation)— Investment Securities			Net Unrealized Appreciation — Other Investments		Capital Loss Carryforward			Post-October Capital Losses Deferrals*			Shares of Beneficial Interest		Total Net Assets
Aerospace & Defense Portfolio	$	—	$	(15,632	)	$	16,416,637		$	—	$	(29,310,273	)	$	(68,362	)	$	111,063,857	$	98,086,227
CleantechTM Portfolio		170,728		(14,516	)		23,403,287			3,138		(83,585,557	)		(1,055,045	)		145,613,383		84,535,418
DWA Momentum Portfolio		—		(31,513	)		222,443,350			—		(189,798,325	)		(16,990,109	)		1,244,820,140		1,260,443,543
Global Listed Private Equity Portfolio		902,923		(21,035	)		34,131,226			26,112		(79,008,198	)		—			627,570,238		583,601,266
Golden Dragon China Portfolio		400,840		(27,095	)		15,362,939			—		(283,317,660	)		(2,408,700	)		528,558,250		258,568,574
S&P 500 BuyWrite Portfolio		13,539,183		—			—			—		—			(774,931	)		236,694,173		249,458,425
S&P 500® High Quality Portfolio		676,785		(16,582	)		69,891,708			—		(139,678,368	)		—			434,812,660		365,686,203
Water Resources Portfolio		2,268,045		(74,492	)		194,799,159			—		(530,877,706	)		—			1,324,132,081		990,247,087
WilderHill Clean Energy Portfolio		767,869		(39,998	)		(1,166,286	)		—		(1,438,177,924	)		(8,481,299	)		1,665,198,862		218,101,224
WilderHill Progressive Energy Portfolio		82,210		(11,483	)		8,037,046			—		(32,321,080	)		—			70,032,413		45,819,106

* The Funds will elect to defer net capital losses incurred after October 31 (“Post-October Capital Losses”) within the taxable year that are deemed to arise on the first business day of each Fund’s next taxable year.

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Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Funds to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The following Funds have capital loss carryforwards as of April 30, 2014, which expire as follows:

											Post-effective no expiration
	2015		2016		2017		2018		2019		Short-term		Long-term		Total*		Utilized		Expired
Aerospace & Defense Portfolio	$	104,662	$	2,374,303	$	7,470,897	$	6,428,813	$	9,464,875	$	—	$	3,466,723	$	29,310,273	$	—	$	—
CleantechTM Portfolio		—		1,171,839		14,341,075		25,186,026		12,098,616		1,476,508		29,311,493		83,585,557		—		—
DWA Momentum Portfolio		—		5,046,566		92,771,702		60,219,842		10,496,532		21,263,683		—		189,798,325		30,262,612		—
Global Listed Private Equity Portfolio		—		796,018		7,687,052		47,149,399		—		13,517,688		9,858,041		79,008,198		6,727,087		—
Golden Dragon China Portfolio		3,128,677		1,235,904		22,836,421		74,072,167		35,483,714		13,898,904		132,661,873		283,317,660		—		1,018,146
S&P 500 BuyWrite Portfolio		—		—		—		—		—		—		—		—		—		—
S&P 500® High Quality Portfolio		28,563,259		21,013,690		37,241,965		42,466,537		9,869,908		—		523,009		139,678,368		—		—
Water Resources Portfolio		11,876,489		3,553,481		93,208,162		265,948,030		33,978,301		18,359,580		103,953,663		530,877,706		—		—
WilderHill Clean Energy Portfolio		89,533,576		44,707,703		261,712,498		460,657,845		241,008,862		57,314,443		283,242,997		1,438,177,924		—		2,098,368
WilderHill Progressive Energy Portfolio		—		179,432		8,319,827		12,433,887		2,282,887		3,244,080		5,860,967		32,321,080		—		—

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

Note 8. Investment Transactions

For the fiscal year ended April 30, 2014, the cost of securities purchased and proceeds from sales of securities, excluding short-term securities, U.S. Treasury obligations, money market funds and in-kind transactions, were as follows:

	Purchases		Sales
Aerospace & Defense Portfolio	$	6,398,199	$	6,130,973
CleantechTM Portfolio		18,305,132		18,438,027
DWA Momentum Portfolio		800,250,298		799,676,902
Global Listed Private Equity Portfolio		224,753,667		253,862,868
Golden Dragon China Portfolio		96,065,019		97,692,079
S&P 500 BuyWrite Portfolio		65,999,947		97,617,017

69

	Purchases		Sales
S&P 500® High Quality Portfolio	$	40,327,139	$	39,404,173
Water Resources Portfolio		324,566,399		322,029,259
WilderHill Clean Energy Portfolio		115,555,049		116,386,065
WilderHill Progressive Energy Portfolio		14,978,428		15,036,071

For the fiscal year ended April 30, 2014, in-kind transactions associated with creations and redemptions were as follows:

	Cost of Securities Received		Value of Securities Delivered
Aerospace & Defense Portfolio	$	48,245,001	$	20,645,916
CleantechTM Portfolio		1,498,147		5,244,224
DWA Momentum Portfolio		390,922,999		158,320,699
Global Listed Private Equity Portfolio		207,819,837		55,580,637
Golden Dragon China Portfolio		123,570,359		113,437,600
S&P 500 BuyWrite Portfolio		73,632,106		34,299,257
S&P 500® High Quality Portfolio		137,248,937		45,911,695
Water Resources Portfolio		157,543,415		193,172,005
WilderHill Clean Energy Portfolio		124,519,965		104,394,954
WilderHill Progressive Energy Portfolio		5,980,135		5,644,177

Gains (losses) on in-kind transactions are generally not considered taxable gains (losses) for federal income tax purposes.

At April 30, 2014, the aggregate cost and the net unrealized appreciation (depreciation) of investments for tax purposes were as follows:

	Cost		Net Unrealized Appreciation (Depreciation)			Gross Unrealized Appreciation		Gross Unrealized (Depreciation)
Aerospace & Defense Portfolio	$	81,733,041	$	16,416,637		$	18,007,434	$	(1,590,797	)
CleantechTM Portfolio		67,188,475		23,403,287			26,118,488		(2,715,201	)
DWA Momentum Portfolio		1,038,892,994		222,443,350			231,021,271		(8,577,921	)
Global Listed Private Equity Portfolio		574,582,867		34,131,226			55,633,132		(21,501,906	)
Golden Dragon China Portfolio		286,542,580		15,362,939			36,281,979		(20,919,040	)
S&P 500 BuyWrite Portfolio		252,903,496		—			—		—
S&P 500® High Quality Portfolio		295,849,073		69,891,708			70,228,898		(337,190	)
Water Resources Portfolio		794,945,713		194,799,159			226,967,417		(32,168,258	)
WilderHill Clean Energy Portfolio		280,876,171		(1,166,286	)		37,226,463		(38,392,749	)
WilderHill Progressive Energy Portfolio		45,929,027		8,037,046			10,606,646		(2,569,600	)

Note 9. Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of in-kind transactions on April 30, 2014, amounts were reclassified between undistributed net investment income (loss), undistributed net realized gain (loss) and shares of beneficial interest. These reclassifications had no effect on the net assets of each Fund. For the fiscal year ended April 30, 2014, the reclassifications were as follows:

	Undistributed Net Investment Income (Loss)		Undistributed Net Realized Gain (Loss)			Shares of Beneficial Interest
Aerospace & Defense Portfolio	$	13,380	$	(5,141,731	)	$	5,128,351
CleantechTM Portfolio		119,741		(1,475,739	)		1,355,998
DWA Momentum Portfolio		834,404		(38,460,923	)		37,626,519
Global Listed Private Equity Portfolio		21,833,563		(32,099,771	)		10,266,208
Golden Dragon China Portfolio		331,307		(44,584,664	)		44,253,357
S&P 500 BuyWrite Portfolio		9,755,836		(9,755,836	)		—
S&P 500® High Quality Portfolio		—		(15,465,270	)		15,465,270
Water Resources Portfolio		—		(65,597,513	)		65,597,513
WilderHill Clean Energy Portfolio		183,889		(37,512,574	)		37,328,685
WilderHill Progressive Energy Portfolio		—		(2,084,468	)		2,084,468

70

Note 10. Trustees’ and Officer’s Fees

Trustees’ and Officer’s Fees include amounts accrued by the Funds to pay remuneration to the Independent Trustees and Officer of the Funds. The Adviser, as a result of the unitary management fee, pays for such compensation for S&P 500 BuyWrite Portfolio. The Trustee who is an “interested person” (the “Non-Independent Trustee”) of the Trust does not receive any Trustees’ fees.

The Trust has adopted a deferred compensation plan (the “Plan”). Under the Plan, an Independent Trustee who has executed a Deferred Fee Agreement (a “Participating Trustee”) may defer receipt of all or a portion of his compensation (“Deferral Fees”). Such Deferral Fees are deemed to be invested in select PowerShares Funds. The Deferral Fees payable to the Participating Trustee are valued as of the date such Deferral Fees would have been paid to the Participating Trustee. The value increases with contributions or with increases in the value of the Shares selected, and the value decreases with distributions or with declines in the value of the Shares selected. Obligations under the deferred compensation plan represent unsecured claims against the general assets of the Funds.

Note 11. Capital

Shares are created and redeemed by each Fund only in Creation Units of 50,000 Shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Funds. Such transactions are generally permitted in exchange for Deposit Securities, with a balancing cash component to equate the transaction to the NAV per Share of a Fund of the Trust on the transaction date. However, for all Funds, cash in an amount equivalent to the value of certain securities may be substitutded, generally when the securities are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances.

To the extent that the Funds permit transactions in exchange for Deposit Securities, each Fund may issue Shares in advance of receipt Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the market value of the missing Deposit Securities. In accordance with each Fund’s Participant Agreement, Creation Units will be issued to an Authorized Participant, notwithstanding the fact that the corresponding Deposit Securities have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral consisting of cash in the form of U.S. dollars in immediately available funds having a value (marked-to-market daily) at least equal to 105%, which the Adviser may change from time to time, of the value of the missing Deposit Securities.

Transactions in each Fund’s Shares are disclosed in detail on the Statements of Changes in Net Assets.

Note 12. Indemnifications

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Each Independent Trustee is also indemnified against certain liabilities arising out of the performance of his duties to the Trust pursuant to an Indemnification Agreement between the Independent Trustee and the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust believes the risk of loss to be remote.

71

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of PowerShares Exchange-Traded Fund Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech^TM Portfolio, PowerShares DWA Momentum Portfolio (formerly PowerShares DWA Technical Leaders^TM Portfolio) , PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares S&P 500 BuyWrite Portfolio, PowerShares S&P 500^® High Quality Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio and PowerShares WilderHill Progressive Energy Portfolio (each an individual portfolio of PowerShares Exchange-Traded Fund Trust, hereafter referred to as the “Funds”) at April 30, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, IL

June 24, 2014

72

Fees and Expenses

As a shareholder of a Fund of the PowerShares Exchange-Traded Fund Trust, (excluding PowerShares S&P 500 BuyWrite Portfolio), you incur advisory fees and other Fund expenses. As a shareholder of a Fund of the PowerShares S&P 500 BuyWrite Portfolio, you incur a unitary management fee. In addition to the unitary management fee, a shareholder may pay distribution fees, if any, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses (including acquired fund fees and expenses, if any). The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held through the six-month period ended April 30, 2014.

In addition to the fees and expenses which the PowerShares DWA Momentum Portfolio and PowerShares Global Listed Private Equity Portfolio (collectively, the “Portfolios”) bear directly, the Portfolios indirectly bear a pro rata share of the fees and expenses of the investment companies in which the Portfolios invest. The amount of fees and expenses incurred indirectly by the Portfolios will vary because the investment companies have varied expenses and fee levels and the Portfolios may own different proportions of the investment companies at different times. Estimated investment companies’ expenses are not expenses that are incurred directly by the Portfolios. They are expenses that are incurred directly by the investment companies and are deducted from the value of the investment companies the Portfolios invests in. The effect of the estimated investment companies’ expenses that you bear indirectly are included in each Portfolio’s total return.

Actual Expenses

The first line in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line in the following table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed annualized rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs, such as sales charges and brokerage commissions. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, expenses shown in the table do not include the expenses of the underlying funds, which are borne indirectly by a Fund. If transaction costs and indirect expenses were included, your costs would have been higher.

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During the Six-Month Period(1)
PowerShares Aerospace & Defense Portfolio (PPA)
Actual	$	1,000.00	$	1,125.83		0.66	%	$	3.48
Hypothetical (5% return before expenses)		1,000.00		1,021.52		0.66			3.31
PowerShares CleantechTM Portfolio (PZD)
Actual		1,000.00		1,063.80		0.68			3.48
Hypothetical (5% return before expenses)		1,000.00		1,021.42		0.68			3.41
PowerShares DWA Momentum Portfolio (PDP)
Actual		1,000.00		1,067.11		0.63			3.23
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares Global Listed Private Equity Portfolio (PSP)
Actual		1,000.00		1,042.88		0.68			3.44
Hypothetical (5% return before expenses)		1,000.00		1,021.42		0.68			3.41

73

Fees and Expenses (continued)

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During the Six-Month Period(1)
PowerShares Golden Dragon China Portfolio (PGJ)
Actual	$	1,000.00	$	978.01		0.70	%	$	3.43
Hypothetical (5% return before expenses)		1,000.00		1,021.32		0.70			3.51
PowerShares S&P 500 BuyWrite Portfolio (PBP)
Actual		1,000.00		1,065.77		0.75			3.84
Hypothetical (5% return before expenses)		1,000.00		1,021.08		0.75			3.76
PowerShares S&P 500® High Quality Portfolio (SPHQ)
Actual		1,000.00		1,076.68		0.29			1.49
Hypothetical (5% return before expenses)		1,000.00		1,023.36		0.29			1.45
PowerShares Water Resources Portfolio (PHO)
Actual		1,000.00		1,045.64		0.60			3.04
Hypothetical (5% return before expenses)		1,000.00		1,021.82		0.60			3.01
PowerShares WilderHill Clean Energy Portfolio (PBW)
Actual		1,000.00		1,037.89		0.70			3.54
Hypothetical (5% return before expenses)		1,000.00		1,021.32		0.70			3.51
PowerShares WilderHill Progressive Energy Portfolio (PUW)
Actual		1,000.00		1,088.70		0.70			3.63
Hypothetical (5% return before expenses)		1,000.00		1,021.32		0.70			3.51

⁽¹⁾  Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six-month period ended April 30, 2014. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value for the period, then multiplying the result by 181/365. Expense ratios for the most recent six-month period may differ from expense ratios based on the annualized data in the Financial Highlights.

74

Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

Each Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2014:

Federal Income Tax Information

	Qualified Dividend Income*			Corporate Dividends Received Deduction*			Long Term Capital Gains
Aerospace & Defense Portfolio		100	%		100	%		$	—
CleantechTM Portfolio		100	%		16	%			—
DWA Technical LeadersTM Portfolio		100	%		100	%			—
Global Listed Private Equity Portfolio		26	%		4	%			—
Golden Dragon China Portfolio		82	%		0	%			—
S&P 500 BuyWrite Portfolio		0	%		0	%			66,033
S&P 500® High Quality Portfolio		100	%		100	%			—
Water Resources Portfolio		100	%		98	%			—
WilderHill Clean Energy Portfolio		16	%		8	%			—
WilderHill Progressive Energy Portfolio		100	%		49	%			—

* The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

75

Trustees and Officers

The Independent Trustees, the Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by each Trustee and the other directorships, if any, held by each Trustee are shown below.

The Trustees and officers information is current as of April 30, 2014.

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Ronn R. Bagge (1958) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Founder and Principal, YQA Capital Management LLC (1998-Present); formerly Owner/CEO of Electronic Dynamic Balancing Co., Inc. (high-speed rotating equipment service provider).	114	None
Todd J. Barre (1957) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2010	Assistant Professor of Business, Trinity Christian College (2010-Present); formerly Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001), BMO Financial Group/Harris Private Bank.	114	None
Marc M. Kole (1960) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2006	Chief Financial Officer, Hope Network (social services) (2008-2012); formerly, Assistant Vice President and Controller, Priority Health (health insurance) (2005-2008); Senior Vice President of Finance, United Healthcare (2004-2005); Senior Vice President of Finance, Oxford Health Plans (2000-2004).	114	None
Yung Bong Lim (1964) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Managing Partner, Residential Dynamics Group LLC (2008-Present); formerly, Managing Director, Citadel Investment Group, L.L.C. (1999-2007).	114	None
Philip M. Nussbaum (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Chairman, Performance Trust Capital Partners (2004-Present).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

76

Trustees and Officers (continued)

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Gary R. Wicker (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries (publishing company) (2013-Present); formerly, Executive Vice President and Chief Financial Officer, Zondervan Publishing (a division of Harper Collins/NewsCorp) (2007-2012); Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999), divisions of The Thomson Corporation (information services provider).	114	None
Donald H. Wilson (1959) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Chairman of the Board and Trustee	Chairman since 2012; Trustee since 2006	Chairman, President and Chief Executive Officer, Community Financial Shares, Inc. and Community Bank—Wheaton/Glen Ellyn (subsidiary) (2013–Present); Chairman and Chief Executive Officer, Stone Pillar Advisers, Ltd. (2010-Present); formerly, Chief Operating Officer, AMCORE Financial, Inc. (bank holding company) (2007-2009); Executive Vice President and Chief Financial Officer, AMCORE Financial, Inc. (2006-2007); Senior Vice President and Treasurer, Marshall & Ilsley Corp. (bank holding company) (1995-2006).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

77

Trustees and Officers (continued)

The Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Non-Independent Trustee and the other directorships, if any, held by the Non-Independent Trustee are shown below.

Name, Address and Age of Non-Independent Trustee	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Non-Independent Trustee	Other Directorships Held by Non-Independent Trustee During the Past 5 Years
Kevin M. Carome (1956) Invesco Ltd. Two Peachtree Pointe 1555 Peachtree St., N.E., Suite 1800 Atlanta, GA 30309	Trustee	Since 2010	Senior Managing Director, Secretary and General Counsel, Invesco Ltd. (2006-Present); Director, Invesco Advisers, Inc. (2009-Present); Director, Invesco Advisers, Inc., Invesco Finance PLC, INVESCO Funds Group, Inc., and Invesco Holding Company Limited; Director and Executive Vice President, Invesco Finance, Inc., Invesco Group Services, Inc., Invesco Investments (Bermuda) Ltd., Invesco North American Holdings, Inc., and IVZ, Inc.; Director and Secretary, IVZ Bahamas Private Limited; formerly, Senior Vice President, Secretary and General Counsel, Invesco Advisers, Inc. (2003-2005); Senior Vice President and General Counsel, Liberty Financial Companies, Inc. (2000-2001); General Counsel of certain investment management subsidiaries of Liberty Financial Companies, Inc. (1998-2000); Associate General Counsel, Liberty Financial Companies, Inc. (1993-1998); Associate, Ropes & Gray LLP.	114	None

* This is the date the Non-Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

78

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Andrew Schlossberg (1974) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046	President	Since 2009	Director, Invesco Distributors, Inc. (2012—Present); Managing Director – U.S. Strategy and Marketing, Invesco PowerShares Capital Management LLC (2010–Present); Managing Director, U.S. head of business strategy and chief marketing officer for Invesco Ltd. in the United States (2008-Present); Director, Invesco Distributors, Inc. (2012-Present); and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present); formerly, Mr. Schlossberg served in multiple roles within Invesco, including head of corporate development, as well as global leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions (2002-2007).
Peter Hubbard (1981) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2009	Vice President and Director of Portfolio Management—Invesco PowerShares Capital Management LLC (2008-Present); formerly, Portfolio Manager, Invesco PowerShares Capital Management LLC (2007-2008); Research Analyst, Invesco PowerShares Capital Management LLC (2005-2007); Research Analyst and Trader, Ritchie Capital, a hedge fund operator (2003-2005).
David Warren (1957) Invesco Canada Ltd. 5140 Yonge Street Suite 900, Toronto, Ontario M2N 6X7	Vice President	Since 2009	Managing Director—Chief Administrative Officer, Americas, Invesco PowerShares Capital Management LLC; Senior Vice President, Invesco Advisers, Inc. (2009–Present); Director, Executive Vice President and Chief Financial Officer, Invesco Inc. (2009–Present); Senior Vice President, Invesco Management Group, Inc. (2007–Present); Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) and Chief Administrative Officer, North American Retail, Invesco Ltd. (2007-Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Invesco Canada Holdings Inc. (2002–Present), Invesco Corporate Class Inc., and Invesco Canada Fund Inc.; Director, Executive Vice President and Chief Financial Officer, Invesco, Inc.; formerly, Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) (2000-2006).
Sheri Morris (1964) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Vice President	Since 2012	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present) and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; formerly, Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
Rudolf E. Reitmann (1971) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global Exchange Traded Funds Operations, Invesco PowerShares Capital Management LLC (since 2013).

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

79

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Daniel E. Draper (1968) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Senior Vice President, Invesco Distributors, Inc. (since 2014); Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Managing Director, Invesco PowerShares Global ETFs (since 2013); formerly, Managing Director, Credit Suisse Asset Management (2010–2013) and Lyxor Asset Management/Societe Generale (2007–2010).
Steven M. Hill (1964) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President and Treasurer	Since 2013	Vice President and Treasurer of PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global ETF Administration, Invesco PowerShares Capital Management LLC (since 2011); formerly, Senior Managing Director and Chief Financial Officer, Destra Capital Management LLC and its subsidiaries (2010-2011); Chief Financial Officer, Destra Investment Trust and Destra Investment Trust II (2010-2011); Senior Managing Director, Claymore Securities, Inc. (2003-2010); and Chief Financial Officer, Claymore sponsored mutual funds (2003-2010).
Christopher Joe (1969) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Chief Compliance Officer	Since 2012	U.S. Compliance Director, Invesco, Ltd. (since 2006); formerly, Chief Compliance Officer, Invesco Investment Advisers, LLC (registered investment adviser) (2010–2013); formerly, Assistant Fund Accounting Manager, Invesco, Ltd. (1998-1999).
Anna Paglia (1974) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Secretary	Since 2011	Secretary, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (2011-Present); Head of Legal, Invesco PowerShares Capital Management LLC (2010-Present); formerly, Partner, K&L Gates LLP (formerly, Bell Boyd & Lloyd LLP) (2007-2010); Associate Counsel at Barclays Global Investors Ltd. (2004-2006).

Availability of Additional Information About the Trustees

The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request at (800) 983-0903.

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

80

Board Considerations Regarding Continuation of Investment Advisory Agreement

At a meeting held on April 17, 2014, the Board of Trustees of the PowerShares Exchange-Traded Fund Trust (the “Trust”), including the Independent Trustees, approved the continuation of the Investment Advisory Agreement between Invesco PowerShares Capital Management LLC (the “Adviser”) and the Trust for the following 51 series (each, a “Fund” and collectively, the “Funds”):

PowerShares Aerospace & Defense Portfolio

PowerShares BuyBack Achievers™ Portfolio

PowerShares Cleantech™ Portfolio

PowerShares Dividend Achievers^TM Portfolio

PowerShares DWA Momentum Portfolio

PowerShares DWA Basic Materials Momentum Portfolio

PowerShares DWA Consumer Cyclicals Momentum Portfolio

PowerShares DWA Consumer Staples Momentum Portfolio

PowerShares DWA Energy Momentum Portfolio

PowerShares DWA Financial Momentum Portfolio

PowerShares DWA Healthcare Momentum Portfolio

PowerShares DWA Industrials Momentum Portfolio

PowerShares DWA NASDAQ Momentum Portfolio

PowerShares DWA Technology Momentum Portfolio

PowerShares DWA Utilities Momentum Portfolio

PowerShares Dynamic Biotechnology & Genome Portfolio

PowerShares Dynamic Building & Construction Portfolio

PowerShares Dynamic Energy Exploration & Production Portfolio

PowerShares Dynamic Food & Beverage Portfolio

PowerShares Dynamic Large Cap Growth Portfolio

PowerShares Dynamic Large Cap Value Portfolio

PowerShares Dynamic Leisure and Entertainment Portfolio

PowerShares Dynamic Market Portfolio

PowerShares Dynamic Media Portfolio

PowerShares Dynamic Networking Portfolio

PowerShares Dynamic Oil & Gas Services Portfolio

PowerShares Dynamic Pharmaceuticals Portfolio

PowerShares Dynamic Retail Portfolio

PowerShares Dynamic Semiconductors Portfolio

PowerShares Dynamic Software Portfolio

PowerShares Financial Preferred Portfolio

PowerShares FTSE RAFI US 1000 Portfolio

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio

PowerShares Fundamental Pure Large Core Portfolio

PowerShares Fundamental Pure Large Growth Portfolio

PowerShares Fundamental Pure Large Value Portfolio

PowerShares Fundamental Pure Mid Core Portfolio

PowerShares Fundamental Pure Mid Growth Portfolio

PowerShares Fundamental Pure Mid Value Portfolio

PowerShares Fundamental Pure Small Core Portfolio

PowerShares Fundamental Pure Small Growth Portfolio

PowerShares Fundamental Pure Small Value Portfolio

PowerShares Global Listed Private Equity Portfolio

PowerShares Golden Dragon China Portfolio

PowerShares High Yield Equity Dividend Achievers ^TM Portfolio

PowerShares International Dividend Achievers^TM Portfolio

PowerShares S&P 500^® High Quality Portfolio

PowerShares Water Resources Portfolio

PowerShares WilderHill Clean Energy Portfolio

PowerShares WilderHill Progressive Energy Portfolio

PowerShares Zacks Micro Cap Portfolio

The Trustees reviewed information from the Adviser describing: (i) the nature, extent and quality of services provided, (ii) the investment performance of the Funds and the Adviser, (iii) the costs of services provided and estimated profits realized by the Adviser, (iv) the extent to which economies of scale are realized as a Fund grows, (v) whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders, (vi) comparisons of services rendered to and amounts paid by other registered investment companies and (vii) any benefits realized by the Adviser from its relationship with each Fund. Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund. No single factor was determinative in the Board’s analysis.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the Adviser’s services, the Trustees reviewed information concerning the functions performed by the Adviser for the Funds, information describing the Adviser’s current organization and staffing, including operational support provided by the Adviser’s parent organization, Invesco Ltd., and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed matters related to the Adviser’s execution of portfolio transactions on behalf of the Funds. The Trustees also reviewed information on the performance of the Funds, their underlying indexes and their primary benchmarks for the one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2013, as applicable, including reports for each of those periods on the correlation and tracking error between each Fund’s performance and the performance of its underlying index, as well as the Adviser’s analysis of the tracking error between each Fund and its underlying index. In reviewing the tracking error report, the Trustees considered information provided by Ibbotson Associates, a consultant to the Independent Trustees, with respect to general expected tracking error ranges and various

81

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

explanations for any tracking error. The Trustees noted that for each applicable period the correlation and tracking error for each Fund was within the targeted range set forth in the Trust’s registration statement. The Trustees concluded that each Fund was correlated to its underlying index and that the tracking error for each Fund was within an acceptable range given that Fund’s particular circumstances.

The Trustees also considered the services provided by the Adviser in its oversight of the Funds’ administrator, custodian and transfer agent. They noted the significant amount of time, effort and resources that had been devoted to this oversight function.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided by the Adviser to the Funds under the Investment Advisory Agreement were appropriate and reasonable.

Fees, Expenses and Profitability. The Trustees reviewed and discussed the information provided by the Adviser on each Fund’s advisory fee and net expense ratio, as compared to information compiled by the Adviser from Lipper Inc. databases on the advisory fees and net expense ratios of comparable exchange-traded funds (“ETFs”), open-end (non-ETF) index funds and open-end actively-managed funds. The Trustees noted that the annual advisory fee charged to each Fund is:

— 0.50% of the Fund’s average daily net assets for each Fund other than PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers^TM Portfolio, PowerShares International Dividend Achievers^TM Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio;

— 0.40% of the Fund’s average daily net assets for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio; and

— 0.29% of the Fund’s average daily net assets for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio.

The Trustees also noted that the Adviser has agreed to waive a portion of its advisory fee and/or pay expenses (an “Expense Cap”) to the extent necessary to prevent the annual operating expenses of each Fund from exceeding the percentage of that Fund’s average daily net assets, at least until August 31, 2015, as set forth below:

— 0.60%, excluding interest expenses, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares DWA NASDAQ Momentum Portfolio and PowerShares Dynamic Market Portfolio;

— 0.50%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio;

— 0.39%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio and PowerShares Fundamental Pure Small Value Portfolio;

— 0.29%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares S&P 500^® High Quality Portfolio;

— 0.60%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy

82

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio and PowerShares DWA Utilities Momentum Portfolio (the Trustees noted that prior to December 17, 2013, licensing fees were excluded from the Expense Cap); and

— 0.60%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each other Fund.

The Trustees noted that the Adviser represented that it does not serve as the investment adviser to any clients, other than other ETFs also overseen by the Trustees, with comparable investment strategies as the Funds, but that the Adviser provides sub-advisory services to clients with comparable investment strategies as certain of the Funds. The Trustees further noted the Adviser’s explanation with respect to the sub-advisory fees it receives for such services in comparison to the advisory fees charged to the Funds. The Trustees noted that each Fund’s advisory fee was:

— higher than the median advisory fee of its ETF peer funds (except for the advisory fee of each of PowerShares Financial Preferred Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio and PowerShares International Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its ETF peer funds); and

— higher than the median advisory fee of its open-end index peer funds (except for the advisory fee of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares High Yield Equity Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median advisory fee of its open-end actively-managed peer funds.

The Trustees determined that the advisory fees were reasonable, noting the complexity of the indexes, the distinguishing factors of the Funds, and the administrative, operational and management oversight costs for the Adviser. With respect to the Funds’ net expense ratios, the Trustees noted that the net expense ratio for each Fund was:

— higher than the median net expense ratio of its ETF peer funds (except for the net expense ratio of each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was equal to or less than the median net expense ratio of its ETF peer funds); and

— higher than the median net expense ratio of its open-end index peer funds (except for the net expense ratio of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio, PowerShares DWA Utilities Momentum Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Networking Portfolio, PowerShares Dynamic Semiconductors Portfolio, PowerShares Dynamic Software Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares High Yield Equity

83

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Dividend Achievers™ Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was lower than the median net expense ratio of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median net expense ratio of its open-end actively-managed peer funds.

The Trustees noted that a significant component of the non-advisory fee expenses was the license fees paid by the Funds, and noted those Funds for which license fees are included in the Funds’ Expense Caps.

The Board concluded that the advisory fee and expense ratio of each Fund (giving effect to the Fund’s Expense Cap) were reasonable and appropriate in light of the services provided.

In conjunction with their review of fees, the Trustees also considered information provided by the Adviser on the revenues received by the Adviser under the Investment Advisory Agreement for each Fund, as well as the fees waived and expenses reimbursed by the Adviser for the Funds. The Trustees reviewed information provided by the Adviser on its profitability, as well as any profits or losses realized by the Adviser from its relationship to each Fund. The Trustees concluded that the estimated profitability to the Adviser of the advisory services provided to any of the Funds was not unreasonable.

Economies of Scale and Whether Fee Levels Reflect These Economies of Scale. The Trustees reviewed the information provided by the Adviser as to the extent to which economies of scale are realized as each Fund grows and whether fee levels reflect economies of scale for the benefit of shareholders. The Trustees reviewed each Fund’s asset size, expense ratio and expense limitation agreed to by the Adviser. The Trustees noted that, for Funds whose expenses are higher than their respective Expense Caps, any reduction in that Fund’s expenses would be enjoyed by the Adviser, but that Fund shareholders benefit from the lower expense ratio as a result of the Fund’s Expense Cap. The Trustees also noted that the Excess Expense Agreement with the Trust provides that the Adviser is entitled to be reimbursed by each Fund, other than PowerShares Dynamic Market Portfolio and PowerShares DWA NASDAQ Momentum Portfolio, for fees waived or expenses absorbed pursuant to the Expense Cap for a period of three years from the date the fee or expense was incurred, provided that no reimbursement would be made that would result in a Fund exceeding its Expense Cap. The Trustees considered whether the advisory fee rate for each Fund was reasonable in relation to the asset size of that Fund, and concluded that the flat advisory fee was reasonable and appropriate, noting the Fund expenses the Adviser has borne as a result of the Expense Cap.

The Trustees noted that the Adviser had not identified any further benefits that it derived from its relationship with the Funds and had noted that it does not have any soft-dollar arrangements.

Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund.

84

Board Considerations Regarding Continuation of Investment Advisory Agreement

At a meeting held on April 17, 2014, the Board of Trustees of the PowerShares Exchange-Traded Fund Trust (the “Trust”), including the Independent Trustees, approved the continuation of the Investment Advisory Agreement between Invesco PowerShares Capital Management LLC (the “Adviser”) and the Trust for PowerShares NASDAQ Internet Portfolio and PowerShares S&P 500 BuyWrite Portfolio (each, a “Fund” and together, the “Funds”).

The Trustees reviewed information from the Adviser describing: (i) the nature, extent and quality of services provided, (ii) the investment performance of the Funds and the Adviser, (iii) the costs of services provided and estimated profits realized by the Adviser, (iv) the extent to which economies of scale are realized as a Fund grows, (v) whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders, (vi) comparisons of services rendered to and amounts paid by other registered investment companies and (vii) any benefits realized by the Adviser from its relationship with each Fund. Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund. No single factor was determinative in the Board’s analysis.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the Adviser’s services, the Trustees reviewed information concerning the functions performed by the Adviser for the Funds, information describing the Adviser’s current organization and staffing, including operational support provided by the Adviser’s parent organization, Invesco Ltd., and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed matters related to the Adviser’s oversight of the execution of portfolio transactions on behalf of the Funds. The Trustees also reviewed information on the performance of the Funds, their underlying indexes and their primary benchmarks for the one-year, three-year, five-year and since-inception (June 12, 2008 for PowerShares NASDAQ Internet Portfolio and December 20, 2007 for PowerShares S&P 500 BuyWrite Portfolio) periods ended December 31, 2013, including reports for each of those periods on the correlation and tracking error between each Fund’s performance and the performance of its underlying index, as well as the Adviser’s analysis of the tracking error between each Fund and its underlying index. In reviewing the tracking error report, the Trustees considered information provided by Ibbotson Associates, a consultant to the Independent Trustees, with respect to general expected tracking error ranges and various explanations for any tracking error. The Trustees noted that for each period, the correlation and tracking error for each Fund was within the targeted range set forth in the Trust’s registration statement. The Trustees concluded that each Fund was correlated to its underlying index and that the tracking error for each Fund was within an acceptable range given that Fund’s particular circumstances.

The Trustees also considered the services provided by the Adviser in its oversight of the Funds’ administrator, custodian and transfer agent. They noted the significant amount of time, effort and resources that had been devoted to this oversight function.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided by the Adviser to the Funds under the Investment Advisory Agreement were appropriate and reasonable.

Fees, Expenses and Profitability. The Trustees reviewed and discussed the information provided by the Adviser on each Fund’s net expense ratio and unitary advisory fee, as compared to information compiled by the Adviser from Lipper Inc. databases on the expense ratios of comparable exchange-traded funds (“ETFs”), open-end (non-ETF) index funds and open-end actively-managed funds. The Trustees noted that the annual unitary advisory fee is 0.60% for PowerShares NASDAQ Internet Portfolio and 0.75% for PowerShares S&P 500 BuyWrite Portfolio, and that the Adviser pays all other operating expenses of each Fund, except that each Fund pays its brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses.

The Trustees noted that the Adviser represented that it does not provide investment advisory services to any clients, other than other ETFs also overseen by the Trustees, with comparable investment strategies as the Funds. The Trustees noted that PowerShares NASDAQ Internet Portfolio’s advisory fee was higher than the median net expense ratio of its ETF peer funds, but was lower than the median net expense ratios of its open-end index peer funds and open-end actively-managed peer funds. The Trustees noted that PowerShares S&P 500 BuyWrite Portfolio’s advisory fee was lower than the median net expense ratios of its ETF peer funds, open-end index peer funds and open-end actively-managed peer funds. The Trustees noted that each Fund’s advisory fee was reasonable because of the complexity of the indexes, the distinguishing factors of the Funds and the administrative, operational and management oversight costs for the Adviser. The Trustees also noted that a portion of each Fund’s advisory fee was attributable to a license fee payable out of the unitary fee charged to that Fund. The Board concluded that the unitary advisory fee charged to each Fund was reasonable and appropriate in light of the services provided.

In conjunction with their review of the unitary advisory fee, the Trustees also considered information provided by the Adviser on the revenues received by the Adviser under the Investment Advisory Agreement. The Trustees reviewed information provided by the

85

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Adviser on its profitability, as well as any profits or losses realized by the Adviser from its relationship to each Fund. The Trustees concluded that the estimated profitability to the Adviser of the advisory services provided to each Fund was not unreasonable.

Economies of Scale and Whether Fee Levels Reflect These Economies of Scale. The Trustees reviewed the information provided by the Adviser as to the extent to which economies of scale are realized as each Fund grows and whether fee levels reflect economies of scale for the benefit of shareholders. The Trustees reviewed each Fund’s asset size and expense ratio. The Trustees noted that any reduction in fixed costs associated with the management of the Funds would be enjoyed by the Adviser, but a unitary fee provides a level of certainty in expenses for the Funds. The Trustees considered whether the advisory fee rate for each Fund was reasonable in relation to the asset size of that Fund, and concluded that the flat advisory fee was reasonable and appropriate.

The Trustees noted that the Adviser had not identified any further benefits that it derived from its relationships with the Funds and had noted that it does not have any soft-dollar arrangements.

Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund.

86

Proxy Voting Policies and Procedures

A description of the Trust’s proxy voting policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available, without charge and upon request, by calling (800) 983-0903. This information is also available on the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov.

Information regarding how each Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request, by (i) calling (800) 983-0903; or (ii) accessing the Trust’s Form N-PX on the Commission’s website at www.sec.gov.

Quarterly Portfolios

The Trust files its complete schedule of portfolio holdings for the Funds with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

Frequency Distribution of Discounts and Premiums

A table showing the number of days the market price of each Fund’s shares was greater than the Fund’s net asset value, and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for the most recently completed calendar year, and the calendar quarters since that year end (or the life of the Fund, if shorter) may be found at the Fund’s website at www.invescopowershares.com.

©2014 Invesco PowerShares Capital Management LLC			P-PS-AR-4
3500 Lacey Road, Suite 700 Downers Grove, IL 60515
invescopowershares.com    800.983.0903		@PowerShares

April 30, 2014

2014 Annual Report to Shareholders

PKW	PowerShares BuyBack AchieversTM Portfolio
PFM	PowerShares Dividend AchieversTM Portfolio
PGF	PowerShares Financial Preferred Portfolio
PEY	PowerShares High Yield Equity Dividend AchieversTM Portfolio
PID	PowerShares International Dividend AchieversTM Portfolio

Table of Contents

The Market Environment	3
Manager’s Analysis	4
Dividend Income Portfolios
Schedules of Investments
PowerShares BuyBack AchieversTM Portfolio (PKW)	18
PowerShares Dividend AchieversTM Portfolio (PFM)	21
PowerShares Financial Preferred Portfolio (PGF)	24
PowerShares High Yield Equity Dividend AchieversTM Portfolio (PEY)	26
PowerShares International Dividend AchieversTM Portfolio (PID)	28
Statements of Assets and Liabilities	30
Statements of Operations	31
Statements of Changes in Net Assets	32
Financial Highlights	34
Notes to Financial Statements	37
Report of Independent Registered Public Accounting Firm	45
Fees and Expenses	46
Tax Information	48
Trustees and Officers	49
Board Considerations Regarding Continuation of Investment Advisory Agreement	54

2

The Market Environment

Domestic Equity

The U.S. equity market rose to multiyear or all-time highs during the fiscal year ended April 30, 2014.¹ Corporate earnings were resilient in the face of modest economic growth, driven by strong profitability across many sectors, and fundamentals for corporations and consumers remained relatively stable following significant recovery in prior years.

However, the fiscal year began with capital markets in the U.S. declining. In May and June 2013, equity and fixed income markets fell following then-U.S. Federal Reserve (the “Fed”) Chairman Ben Bernanke’s comments suggesting that the time was approaching to reduce, or “taper,” the size of its bond buying economic stimulus program. This sell-off was brief but broad, and few asset classes were immune. Markets stabilized in mid-summer and generally rose, with some brief interruptions, through the end of 2013. The Fed’s announcement in December that tapering of its bond purchases would begin in early 2014 had little effect on equities as the announcement was widely anticipated. After strong performance in the second half of 2013, the U.S. equity market turned volatile in the first four months of 2014 as investors worried that stocks may have risen too high, too fast in 2013. Adding to this investor uncertainty during 2014 was political upheaval in Ukraine and signs of economic sluggishness in the U.S. and China.

¹  Source: Reuters

International Market Environment

The fiscal year ended April 30, 2014 saw strong US and European equity market returns, while emerging markets experienced volatility during the period. The period began with U.S. interest rates on 10-year treasuries rising 140 basis points over the summer of 2013.¹ This spike in rates caused the U.S. Dollar to rise in value and pressure commodity sensitive emerging market economies. Despite this rise in rates European and U.S. economic fundamentals continued to improve. The U.S. Federal Reserve (the “Fed”) reassured investors that asset purchases and low Fed Funds rates would remain in place as long as needed.

During the 3^rd and 4^th calendar quarters of 2013, emerging market fundamentals improved and China’s government planned sweeping reforms. Spanish and Italian bond yields-which had been as high as 7% in mid-2012-continued their decline in the second half of 2013 to finish the calendar year at their lowest level since the onset of the Greek financial crisis in 2010.¹ These factors caused global equity markets to finish 2013 strong despite the U.S. Federal Open Market Committee announcing that it would taper asset purchases.

Since the start of 2014, global equity markets have had to contend with multiple headwinds. In Europe, tensions between Ukraine and Russia have had those countries on the brink of war, which could potentially destabilize the region. In the U.S., growth

in the housing market and weakness in retail sales has caused concern that economic growth may be slowing. In Japan, Prime Minister Abe’s decision to raise sales taxes has undermined confidence and caused the Yen to strengthen in value. Finally, China’s currencies depreciated and credit spreads have widened as fears of default and a real estate bubble pressure Chinese equities. Despite these headwinds, U.S. equities have made new all-time highs and European equities have also made multi-year highs. Emerging markets and Japan have lagged their European and U.S. counterparts.

¹  Source: Bloomberg as of 4/30/2014

3

PKW	Manager’s Analysis
	PowerShares BuyBack Achievers™ Portfolio (PKW)

As an index fund, the PowerShares Buyback Achievers^TM Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the NASDAQ US Buyback Achievers^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks that comprise the Index.

The NASDAQ OMX Group, Inc. (the “Index Provider”) compiles, maintains and calculates the Index, which is designed to track the performance of issuers that are classified as “BuyBack Achievers^TM”. In order to be eligible for inclusion in the Index, an issuer must (i) be incorporated in the United States or certain benefits-driven incorporation countries (i.e., countries that provide tax or other benefits for incorporation); (ii) trade on the NASDAQ, NYSE or NYSE MKT; (iii) have effected a net reduction in shares outstanding of 5% or more in the past 12 months; and (iv) have a minimum average daily cash volume of $500,000 in October, November and December prior to each annual reconstitution of the Underlying Index in January. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider weights the universe of companies according to a modified market capitalization, using each company’s eligible shares outstanding and the closing price at the company’s last trading day in December. No single company may exceed 5% of the Index as of either a reconstitution or rebalance date. The Index Provider will modify the index weight of companies with market capitalizations that exceed 5% of the Index to equal 5% of the Index. The Index Provider will redistribute the excess amounts from companies whose initial market capitalizations exceeded 5% of the Index among the remaining companies in proportion to their initial weights until no company exceeds 5% of the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 26.32%. On a net asset value (“NAV”) basis, the Fund returned 26.36%. During the same time period, the Index returned 27.24%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Index (the “Benchmark Index”) returned 20.44%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 500 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a broad U.S. market benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the U.S. equity market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a modified market capitalization weighting methodology and stock selection methodology based on stock buybacks, whereas the Benchmark Index weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the consumer discretionary sector and most underweight in the consumer staples sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to stock selection within the consumer staples sector and consumer discretionary sector, as well as a combination of stock selection within, and allocation to, the telecommunication services sector.

For the fiscal year ended April 30, 2014, the consumer discretionary sector contributed most significantly to the Fund’s return, followed by the financials and health care sectors, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Oracle Corp., a systems software company (portfolio average weight of 4.98%) and Time Warner Cable, Inc., a cable & satellite company (portfolio average weight of 2.19%). Positions that detracted most significantly from the Fund’s return included Iron Mountain Inc., a diversified support services company (no longer held at fiscal year-end); and General Motors Co., an automobile manufacturers company (portfolio average weight of 0.26%.

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Consumer Discretionary	33.9
Information Technology	16.7
Health Care	10.9
Financials	10.7
Industrials	7.2
Telecommunication Services	6.4
Energy	6.0
Materials	5.2
Consumer Staples	2.4
Utilities	0.6
Money Market Funds Plus Other Assets Less Liabilities	0.0

4

PowerShares BuyBack Achievers^™ Portfolio (PKW) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
AT&T, Inc.	5.1
Home Depot, Inc. (The)	5.1
Oracle Corp.	5.0
Pfizer, Inc.	4.9
General Motors Co.	3.3
Halliburton Co.	3.3
Lowe’s Cos., Inc.	2.9
DIRECTV	2.4
Time Warner Cable, Inc.	2.4
Yahoo!, Inc.	2.2
Total	36.6

5

PowerShares BuyBack Achievers^™ Portfolio (PKW) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
NASDAQ US BuyBack Achievers™ Index		27.24	%		18.74	%		67.41	%		23.89	%		191.82	%		9.53	%		95.40	%
S&P 500® Index		20.44			13.83			47.48			19.14			140.02			6.14			55.08
Fund
NAV Return		26.36			17.90			63.87			23.01			181.60			8.72			85.00
Market Price Return		26.32			17.90			63.87			22.99			181.43			8.70			84.71

Fund Inception: December 20, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.71%, including estimated acquired fund fees and expenses of 0.01%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table

above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

6

PFM	Manager’s Analysis
	PowerShares Dividend Achievers™ Portfolio (PFM)

As an index fund, the PowerShares Dividend Achievers^TM Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the NASDAQ US Broad Dividend Achievers^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index and that have raised their annual regular cash dividend payments for at least each of the last ten fiscal years.

NASDAQ OMX Group, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. The Index is designed to track the performance of issuers that meet the requirements to be classified as “Dividend Achievers^TM.” To become eligible for inclusion in the Index, an issuer must (i) be included in the NASDAQ US Benchmark Index (other than limited partnerships); (ii) for limited partnerships, trade on the NASDAQ, NYSE or NYSE MKT; (iii) have raised its annual regular dividend payments for at least each of the last ten consecutive years; and (iv) have a minimum three-month average daily trading volume of $1 million. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider calculates the total annual regular cash dividend payment for each security in the universe of issuers using the last available ex-dividend date for the previous year. The Index Provider weights the universe of issuers according to a modified market capitalization methodology. The Index Provider will rebalance the Index on a quarterly basis, using each issuer’s closing price on the last trading day in February, May, August and November. At the rebalance date, no single issuer may exceed 4% of the weight of the Index. The Index Provider will redistribute the excess amounts proportionately from larger issuers until no issuer’s weight exceeds 4% of the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 14.17%. On a net asset value (“NAV”) basis, the Fund returned 14.11%. During the same time period, the Index returned 14.75%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Russell 3000^® Value Index (the “Benchmark Index”) returned 20.79%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 2,068 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of an index similar to the Index as well as to that of broad based market benchmarks. The Benchmark Index was selected for its recognition in the marketplace, and its performance

comparison is a useful measure for investors as a broad representation of the overall U.S. stock market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a modified market capitalization weighting methodology and stock selection methodology based on dividend-paying stocks, whereas the Benchmark Index weights stocks based on market capitalization and focuses on lower price-to-book and lower forecasted growth values. Additionally, the Fund underperformed largely because of its stock concentrations within the consumer staples, energy, and industrials sectors.

Relative to the Benchmark Index, the Fund was most overweight in the consumer staples sector and most underweight in the telecommunication services sector during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocations.

For the fiscal year ended April 30, 2014, the industrials sector contributed most significantly to the Fund’s return, followed by the energy and consumer staples sectors, respectively. Telecommunication services was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Johnson & Johnson, a health care company (portfolio average weight of 4.71%) and Exxon Mobil Corp., an energy company (portfolio average weight of 4.54%). Positions that detracted most significantly from the Fund’s return included International Business Machines Corp., an information technology company (portfolio average weight of 4.36%); and Target Corp., a consumer discretionary company (portfolio average weight of 0.93%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Consumer Staples	23.0
Energy	16.4
Industrials	14.6
Information Technology	11.2
Health Care	8.0
Consumer Discretionary	6.9
Financials	6.2
Utilities	5.2
Materials	5.1
Telecommunication Services	3.4
Money Market Fund Plus Other Assets Less Liabilities	0.0

7

PowerShares Dividend Achievers^™ Portfolio (PFM) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Johnson & Johnson	4.2
Chevron Corp.	4.2
Wal-Mart Stores, Inc.	4.1
Exxon Mobil Corp.	4.1
Procter & Gamble Co. (The)	4.0
International Business Machines Corp.	3.7
AT&T, Inc.	3.4
Coca-Cola Co. (The)	3.2
QUALCOMM, Inc.	2.4
Intel Corp.	2.4
Total	35.7

8

PowerShares Dividend Achievers^™ Portfolio (PFM) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
NASDAQ US Broad Dividend Achievers™ Index		14.75	%		13.37	%		45.70	%		18.17	%		130.43	%		6.75	%		75.59	%
Russell 3000® Value Index		20.79			13.91			47.82			19.49			143.62			6.78			76.04
Fund
NAV Return		14.11			12.73			43.24			17.45			123.45			6.09			66.47
Market Price Return		14.17			12.73			43.24			17.44			123.44			6.09			66.45

Fund Inception: September 15, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.58%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

9

PGF	Manager’s Analysis
	PowerShares Financial Preferred Portfolio (PGF)

As an index fund, the PowerShares Financial Preferred Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Wells Fargo^® Hybrid & Preferred Securities Financial Index (the “Index”). The Fund generally will invest at least 90% of its total assets in preferred securities of financial institutions that comprise the Index.

Wells Fargo (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index provider selects constituents for the Index to attempt to portray a cross-section of the universe of preferred securities issued by financial institutions and listed on the NYSE, NYSE MKT or NASDAQ and that meet certain criteria. The Index is composed of preferred securities with either fixed or floating rate dividends issued by financial institutions that have received an industrial sector classification of “financial” from the Bloomberg Professional Service. The Index Provider includes securities in the Index pursuant to a proprietary selection methodology based on a number of criteria including ratings, perpetual maturity, US dollar-denominated, minimum par value of shares outstanding, dividend classification and liquidity requirements. The constituents are then weighted using a modified market capitalization methodology designed to limit the concentration of the largest securities. No security may account for more than 20% of the Index. The Fund does not purchase all of the securities in the Index; instead, the Fund utilizes a “sampling” methodology to seek to achieve its investment objective.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 2.41%. On a net asset value (“NAV”) basis, the Fund returned 2.63%. During the same time period, the Index returned 2.55%. The Fund’s performance differed from the return of the Index primarily due to the Fund’s sampled portfolio’s performance relative to the Index.

During this same time period, the S&P U.S. Preferred Stock Index (the “Benchmark Index”) returned 4.14%. The Benchmark Index is an unmanaged index weighted by modified market capitalization based on the average performance of approximately 300 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a broader preferred stock benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broader representation of the U.S. preferred stock market, which includes convertible preferred stocks.

The Fund focuses on financial sector preferred securities while the Benchmark Index is a broader representation of the preferred stock market. As such, the underperformance of the Fund compared to the Benchmark Index will reflect this difference in

sector focus. In addition, the Benchmark Index contained a large weight in a convertible preferred security (not held by the Fund) which significantly outperformed the overall preferred market during the period.

For the fiscal year ended April 30, 2014, the banks industry contributed most significantly to the Fund’s return, followed by the insurance and diversified financial services, respectively. Capital markets and consumer finance were industries that both detracted equally.

Positions that contributed most significantly to the Fund’s return included HSBC Holdings PLC, a banking industry preferred security (portfolio average weight of 4.26%) and Barclays Bank PLC, a banking industry preferred security (portfolio average weight of 4.28%). Positions that detracted most significantly from the Fund’s return included BB&T Corp., a banking industry preferred security (portfolio average weight of 3.25%); and PNC Financial Services Group Inc., a banking industry preferred security (portfolio average weight of 3.86%).

Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Banks	63.2
Insurance	12.5
Capital Markets	11.6
Diversified Financial Services	8.5
Consumer Finance	4.5
Money Market Fund Plus Other Assets Less Liabilities	(0.3)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
HSBC Holdings PLC, 8.00%, Series 2	7.9
Barclays Bank PLC, 8.13%, Series 5	4.3
ING Groep NV, 7.38%	4.1
HSBC Holdings PLC, 8.13%	3.7
Wells Fargo & Co., 8.00%, Series J	3.6
PNC Financial Services Group, Inc. (The), 6.13%, Series P	3.1
BB&T Corp., 5.63%, Series E	3.0
ING Groep NV, 6.38%	2.4
Royal Bank of Scotland Group PLC, 7.25%, Series T	2.4
Wells Fargo & Co., 5.85%	2.3
Total	36.8

10

PowerShares Financial Preferred Portfolio (PGF) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Wells Fargo® Hybrid & Preferred Securities Financial Index		2.55	%		6.85	%		21.98	%		19.09	%		139.54	%		4.20	%		35.68	%
S&P U.S. Preferred Stock Index		4.14			6.77			21.72			17.23			121.41			4.60			39.57
Fund
NAV Return		2.63			6.25			19.96			17.59			124.81			3.10			25.43
Market Price Return		2.41			6.20			19.77			17.57			124.66			2.99			24.41

Fund Inception: December 1, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.64%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

11

PEY	Manager’s Analysis
	PowerShares High Yield Equity Dividend Achievers™ Portfolio (PEY)

As an index fund, the PowerShares High Yield Equity Dividend Achievers^TM Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the NASDAQ US Dividend Achievers^TM 50 Index (the “Index”). The Fund generally will invest at least 90% of its total assets in dividend-paying common stocks of companies that have a consistent record of dividend increases and that comprise the Index.

The NASDAQ OMX Group, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes common stocks in the Index, principally on the basis of dividend yield and consistent growth in dividends. To become eligible for inclusion in the Index, an issuer must be included in the NASDAQ US Broad Dividend Achievers ^TM Index, experienced growth in dividends consistently over the last ten or more calendar or fiscal years, and must have a minimum market capitalization of $1 billion. The company must also be incorporated in the United States, and cannot be a real estate investment trust or limited partnership. Companies are ranked according to yield, using the annualized current dividend and closing price. The top 50 yielding companies within the above universe are included in the Index and weighted according to a dividend yield weighted methodology. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 18.72%. On a net asset value (“NAV”) basis, the Fund returned 18.61%. During the same time period, the Index returned 19.21%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the Dow Jones U.S. Select Dividend Index (the “Benchmark Index”) returned 18.47%. The Benchmark Index is an unmanaged index weighted by indicated dividend yield based on the average performance of approximately 100 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar dividend-weighted index.

The performance of the Fund differed from the Benchmark Index in part because the selection methodology of the Benchmark Index differs from the selection methodology of the Index that the Fund tracks.

Relative to the Benchmark Index, the Fund was most overweight in the financials sector and most underweight in the industrials

sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to stock selection within the financials sector as well as stock selection within the consumer staples sector.

For the fiscal year ended April 30, 2014, the regional banks sub-industry contributed most significantly to the Fund’s return, followed by the office services & supplies and tobacco sub-industries, respectively. The diversified support services sub-industry detracted most significantly from the Fund’s return, followed by the commercial printing sub-industry.

Positions that contributed most significantly to the Fund’s return included Pitney Bowes Inc., an office services & supplies company (no longer held at fiscal year-end) and Vector Group Ltd., a tobacco company (portfolio average weight of 4.69%). Positions that detracted most significantly from the Fund’s return included WGL Holdings, Inc., a gas utilities company (portfolio average weight of 1.86%); and South Jersey Industries, Inc., a gas utilities company (no longer held at fiscal year-end).

Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Gas Utilities	10.1
Insurance	9.9
Tobacco	8.9
Multi-Utilities	8.4
Electric Utilities	6.8
Commercial Services & Supplies	6.5
Oil, Gas & Consumable Fuels	6.3
Banks	5.4
Semiconductors & Semiconductor Equipment	5.4
Household Products	5.0
Diversified Telecommunication Services	3.3
Hotels, Restaurants & Leisure	3.2
Thrifts & Mortgage Finance	2.4
Household Durables	2.0
Media	1.8
Food & Staples Retailing	1.7
Pharmaceuticals	1.7
Beverages	1.7
Food Products	1.6
Technology Hardware, Storage & Peripherals	1.6
Aerospace & Defense	1.6
Metals & Mining	1.6
Containers & Packaging	1.6
Leisure Products	1.5
Money Market Funds Plus Other Assets Less Liabilities	0.0

12

PowerShares High Yield Equity Dividend Achievers^™ Portfolio (PEY) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Vector Group Ltd.	4.2
AT&T, Inc.	3.3
Old Republic International Corp.	3.2
Mercury General Corp.	3.0
Altria Group, Inc.	3.0
Southern Co. (The)	2.5
People’s United Financial, Inc.	2.4
ConocoPhillips	2.4
PPL Corp.	2.3
AGL Resources, Inc.	2.2
Total	28.5

13

PowerShares High Yield Equity Dividend Achievers^™ Portfolio (PEY) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
NASDAQ US Dividend Achievers™ 50 Index		19.21	%		15.88	%		55.60	%		20.57	%		154.84	%		2.74	%		28.88	%
Dow Jones U.S. Select Dividend Index		18.47			16.12			56.57			21.28			162.38			6.94			87.85
Fund
NAV Return		18.61			15.24			53.03			19.88			147.61			2.30			23.83
Market Price Return		18.72			15.23			53.02			19.88			147.60			2.31			23.91

Fund Inception: December 9, 2004

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.57%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

14

PID	Manager’s Analysis
	PowerShares International Dividend Achievers™ Portfolio (PID)

As an index fund, the PowerShares International Dividend Achievers^TM Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the NASDAQ International Dividend Achievers^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in the securities that comprise the Index.

NASDAQ OMX Group, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. The Index is designed to track the performance of dividend paying American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) that are listed on the London Stock Exchange (“LSE”) and the London International Exchange, in addition to ADRs and non-US common or ordinary stock trading on the NYSE, NYSE MKT, or NASDAQ. In order to become eligible for inclusion in the Index, an issuer must (i) be listed on NASDAQ, NYSE or NYSE MKT; (ii) be incorporated outside of the U.S.; (iii) have raised its annual regular cash dividend payments for at least each of the last five consecutive years; and (iv) have a minimum three-month average daily trading volume of $1 million. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider calculates the total annual regular dividend payment using the last available ex-dividend date for the previous calendar or fiscal year. The Index Provider will rebalance the Index on a quarterly basis using a dividend yield weighted methodology that incorporates the trailing 12-month dividend yield of each issuer as compared to the dividend yield of all issuers in the Index as of the last trading day in February, May, August and November. At the rebalance date, no single issuer may exceed 4% of the Index, and the Index Provider will redistribute the excess amounts proportionately from larger issuers until no issuer’s weight exceeds 4% of the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 11.35%. On a net asset value (“NAV”) basis, the Fund returned 11.50%. During the same time period, the Index returned 11.86%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the MSCI EAFE^® Index (the “Benchmark Index”) returned 13.35%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 906 securities. The Fund provided this new comparative benchmark to replace the MSCI EAFE^® Value Index, the Fund’s previous benchmark index, because it is a better representation of the international securities held by the Fund. The Fund also provided this additional comparative benchmark to help investors better understand how

the investment results of the Fund compare to the performance of other indices similar to the Index, as well as to that of broad-based market benchmarks. The Benchmark Index also was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the overall international developed equity markets.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks the Index, which employs a dividend yield weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the oil gas & consumable fuels industry and most underweight in the banks industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the selection of stocks within these industries, as well as the allocation to these industries.

For the fiscal year ended April 30, 2014, the health care sector contributed most significantly to the Fund’s return, followed by the energy and financials sectors, respectively. Utilities was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Vodafone Group PLC ADR, a wireless telecommunication services company (portfolio average weight of 3.02%) and AstraZeneca PLC ADR, a pharmaceuticals company (no longer held at fiscal year-end). Positions that detracted most significantly from the Fund’s return included Empresa Nacional de Electricidad S.A. ADR, an independent power producers & energy traders company (no longer held at fiscal year-end); and LukOil OAO ADR, an integrated oil & gas company (portfolio average weight of 3.29%).

Sector Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Energy	22.7
Telecommunication Services	14.9
Financials	13.5
Health Care	10.2
Consumer Staples	10.0
Industrials	9.9
Consumer Discretionary	8.5
Materials	6.0
Utilities	2.5
Information Technology	1.8
Money Market Fund Plus Other Assets Less Liabilities	0.0

15

PowerShares International Dividend Achievers^™ Portfolio (PID) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Navios Maritime Partners LP	4.3
Teekay Offshore Partners LP	3.4
Teekay LNG Partners LP	3.4
Textainer Group Holdings Ltd.	2.8
LUKOIL OAO ADR	2.7
BCE, Inc.	2.6
Statoil ASA ADR	2.5
Brookfield Infrastructure Partners LP	2.5
China Mobile Ltd. ADR	2.3
Pearson PLC ADR	2.3
Total	28.8

16

PowerShares International Dividend Achievers^™ Portfolio (PID) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
NASDAQ International Dividend Achievers™ Index		11.86	%		7.37	%		23.78	%		17.36	%		122.60	%		6.54	%		72.71	%
MSCI EAFE® Index—NR		13.35			5.66			17.97			13.58			89.01			5.16			54.29
MSCI EAFE® Value Index—NR		15.62			5.90			18.78			12.96			83.89			4.72			48.86
Fund
NAV Return		11.50			6.66			21.35			16.62			115.72			5.81			62.69
Market Price Return		11.35			6.61			21.18			16.62			115.69			5.82			62.84

Fund Inception: September 15, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.56%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

NR—Net Return, and is total return net of withholding taxes

17

Schedule of Investment^(a)

PowerShares BuyBack Achievers^™ Portfolio (PKW)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—33.9%
	81,832	ANN, Inc.(b)	$	3,206,996
	58,828	AutoZone, Inc.(b)		31,407,681
	69,242	Bally Technologies, Inc.(b)		4,508,347
	140,182	bebe Stores, Inc.		707,919
	376,995	Bed Bath & Beyond, Inc.(b)		23,422,699
	28,361	Blyth, Inc.(c)		265,743
	43,711	Bob Evans Farms, Inc.		2,048,735
	118,875	Brinker International, Inc.		5,841,517
	94,987	Carter’s, Inc.		6,996,742
	981,428	CBS Corp., Class B- Non Voting, Class B		56,687,281
	38,971	Children’s Place Retail Stores, Inc. (The)		1,870,608
	70,555	Dillard’s, Inc., Class A		6,909,451
	902,889	DIRECTV(b)		70,064,186
	365,128	Dollar Tree, Inc.(b)		19,012,215
	95,631	Fossil Group, Inc.(b)		10,199,046
	791,432	Gap, Inc. (The)		31,103,278
	2,814,775	General Motors Co.		97,053,442
	52,217	hhgregg, Inc.(b)(c)		450,111
	1,848,653	Home Depot, Inc. (The)		146,986,400
	85,949	Iconix Brand Group, Inc.(b)		3,652,832
	436,791	International Game Technology		5,481,727
	369,258	Kohl’s Corp.		20,231,646
	143,064	Lear Corp.		11,882,896
	830,568	Liberty Interactive Corp., Class A(b)		24,136,306
	1,803,779	Lowe’s Cos., Inc.		82,811,494
	653,366	Macy’s, Inc.		37,522,809
	32,421	Marcus Corp. (The)		542,403
	521,995	Marriott International, Inc., Class A		30,239,170
	54,222	Martha Stewart Living Omnimedia, Inc., Class A(b)		212,008
	84,286	Men’s Wearhouse, Inc. (The)		3,993,471
	11,112	NACCO Industries, Inc., Class A		595,492
	7,954	NVR, Inc.(b)		8,566,458
	188,382	O’Reilly Automotive, Inc.(b)		28,029,358
	36,104	Outerwall, Inc.(b)(c)		2,503,812
	46,644	Panera Bread Co., Class A(b)		7,135,133
	74,116	Papa John’s International, Inc.		3,250,728
	93,441	Rent-A-Center, Inc.		2,729,412
	288,166	Sally Beauty Holdings, Inc.(b)		7,898,630
	167,810	Six Flags Entertainment Corp.		6,735,893
	97,287	Smith & Wesson Holding Corp.(b)(c)		1,493,355
	71,643	Sonic Automotive, Inc., Class A		1,743,791
	19,198	Strayer Education, Inc.(b)(c)		818,411
	491,237	Time Warner Cable, Inc.		69,490,386
	196,102	TRW Automotive Holdings Corp.(b)		15,756,796
	89,285	Tupperware Brands Corp.		7,581,189
	684,967	Viacom, Inc., Class B		58,208,496
	85,686	Visteon Corp.(b)		7,438,402
	149,897	Wet Seal, Inc. (The), Class A(b)(c)		169,384
	226,880	Wyndham Worldwide Corp.		16,185,619
				985,779,904
		Consumer Staples—2.4%
	448,746	Coca-Cola Enterprises, Inc.		20,391,018
	179,391	Herbalife Ltd.(c)		10,759,872
	23,831	Ingles Markets, Inc., Class A		547,875

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Consumer Staples (continued)
	641,297	Lorillard, Inc.	$	38,105,868
				69,804,633
		Energy—6.0%
	630,280	Denbury Resources, Inc.		10,601,310
	1,506,489	Halliburton Co.		95,014,261
	518,511	Marathon Petroleum Corp.		48,195,597
	231,945	Tesoro Corp.		13,056,184
	141,164	Western Refining, Inc.(c)		6,140,634
				173,007,986
		Financials—10.7%
	170,022	AllianceBernstein Holding LP (France)		4,323,659
	791,605	Allstate Corp. (The)		45,081,905
	477,695	American Capital Ltd.(b)		7,160,648
	337,454	Ameriprise Financial, Inc.		37,669,990
	115,370	Aspen Insurance Holdings Ltd.		5,281,639
	285,818	Associated Banc-Corp.		5,016,106
	127,105	Assurant, Inc.		8,568,148
	323,010	Assured Guaranty Ltd.		7,723,169
	40,629	Credit Acceptance Corp.(b)		5,343,526
	68,299	DFC Global Corp.(b)		636,547
	831,381	Discover Financial Services		46,474,198
	33,419	eHealth, Inc.(b)		1,399,922
	83,878	Everest Re Group Ltd.		13,255,240
	18,543	FBR & Co.(b)		478,409
	15,202	First Citizens BancShares, Inc., Class A		3,418,778
	166,798	First Commonwealth Financial Corp.		1,432,795
	32,562	First Community Bancshares, Inc.		482,243
	361,804	Fortress Investment Group LLC, Class A		2,586,899
	210,878	Legg Mason, Inc.		9,888,069
	177,979	LPL Financial Holdings, Inc.		8,427,306
	83,493	Montpelier Re Holdings Ltd. (Bermuda)		2,553,216
	40,045	MVC Capital, Inc.		522,187
	549,277	People’s United Financial, Inc.		7,843,676
	28,798	Piper Jaffray Cos.(b)		1,263,080
	48,577	Platinum Underwriters Holdings Ltd.		3,046,264
	73,771	RenaissanceRe Holdings Ltd.		7,466,363
	45,996	Rockville Financial, Inc.(b)		605,307
	759,025	SLM Corp.—when issued.		6,983,469
	764,224	State Street Corp.		49,338,301
	61,324	Universal Insurance Holdings, Inc.		897,170
	459,361	Unum Group		15,259,972
	19,362	World Acceptance Corp.(b)(c)		1,405,681
				311,833,882
		Health Care—10.9%
	137,358	C.R. Bard, Inc.		18,863,374
	31,387	Chemed Corp.(c)		2,613,595
	37,048	Corvel Corp.(b)		1,687,166
	185,997	Edwards Lifesciences Corp.(b)		15,153,176
	156,892	HealthSouth Corp.		5,434,739
	91,190	IDEXX Laboratories, Inc.(b)		11,530,064
	151,027	Laboratory Corp. of America Holdings(b)		14,906,365
	658,484	Mylan, Inc.(b)		33,437,818
	129,204	Myriad Genetics, Inc.(b)(c)		5,453,701

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

18

PowerShares BuyBack Achievers^™ Portfolio (PKW) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Health Care (continued)
	176,670	Omnicare, Inc.	$	10,471,231
	4,554,293	Pfizer, Inc.		142,458,285
	33,469	PhotoMedex, Inc.(b)(c)		505,717
	255,501	Quest Diagnostics, Inc.		14,290,171
	502,660	St. Jude Medical, Inc.		31,903,830
	23,936	SurModics, Inc.(b)		520,847
	172,756	Tenet Healthcare Corp.(b)		7,787,840
				317,017,919
		Industrials—7.2%
	324,556	ADT Corp. (The)(c)		9,814,573
	175,393	AECOM Technology Corp.(b)		5,686,241
	13,922	American Science & Engineering, Inc.		935,558
	96,816	Armstrong World Industries, Inc.(b)		5,088,649
	44,332	Atlas Air Worldwide Holdings, Inc.(b)		1,551,177
	195,645	Babcock & Wilcox Co. (The)		6,806,490
	260,854	C.H. Robinson Worldwide, Inc.		15,364,301
	88,184	CBIZ, Inc.(b)		755,737
	65,533	Dun & Bradstreet Corp. (The)		7,258,435
	243,602	Flowserve Corp.		17,795,126
	29,568	Franklin Covey Co.(b)		599,343
	60,170	Kforce, Inc.		1,391,130
	153,121	L-3 Communications Holdings, Inc.		17,665,570
	383,741	Northrop Grumman Corp.		46,628,369
	148,960	Oshkosh Corp.		8,268,770
	83,499	PGT, Inc.(b)		830,815
	56,420	Pike Corp.(b)		541,632
	1,242,900	Southwest Airlines Co.		30,040,893
	78,703	SPX Corp.		8,015,114
	275,744	Stanley Black & Decker, Inc.		23,683,652
				208,721,575
		Information Technology—16.7%
	1,261,277	Activision Blizzard, Inc.		25,238,153
	100,289	ADTRAN, Inc.		2,249,482
	140,675	AOL, Inc.(b)		6,022,297
	257,953	Computer Sciences Corp.		15,265,659
	27,136	Comtech Telecommunications Corp.		861,568
	179,607	Convergys Corp.		3,868,735
	119,555	Conversant, Inc.(b)		2,921,924
	95,913	Dice Holdings, Inc.(b)		733,734
	58,581	Digital River, Inc.(b)		895,704
	74,558	DST Systems, Inc.		6,873,502
	249,430	FLIR Systems, Inc.		8,490,597
	33,657	Forrester Research, Inc.		1,192,468
	127,339	Global Payments, Inc.		8,510,065
	174,482	Harmonic, Inc.(b)		1,226,608
	189,090	Harris Corp.		13,901,897
	83,568	Higher One Holdings, Inc.(b)		500,572
	135,317	IAC/InterActiveCorp.		8,968,811
	287,380	Lam Research Corp.(b)		16,555,962
	891,287	Marvell Technology Group Ltd.		14,135,812
	133,230	MICROS Systems, Inc.(b)		6,861,345
	170,181	Monster Worldwide, Inc.(b)		1,172,547
	449,866	Motorola Solutions, Inc.		28,602,480
	108,333	NeuStar, Inc., Class A(b)		2,786,325
	981,303	NVIDIA Corp.		18,124,666

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Information Technology (continued)
	3,575,749	Oracle Corp.	$	146,176,619
	90,918	Progress Software Corp.(b)		1,951,100
	153,959	QLogic Corp.(b)		1,782,845
	399,269	SanDisk Corp.		33,925,887
	137,421	Silicon Image, Inc.(b)		770,932
	68,442	Telenav, Inc.(b)		419,549
	88,504	TeleTech Holdings, Inc.(b)		2,135,602
	249,074	Vantiv, Inc., Class A(b)		7,659,026
	236,655	Verisign, Inc.(b)		11,165,383
	70,290	WebMD Health Corp.(b)(c)		3,099,086
	954,060	Western Union Co. (The)		15,140,932
	1,787,164	Yahoo!, Inc.(b)		64,248,546
				484,436,420
		Materials—5.2%
	130,952	Airgas, Inc.		13,914,959
	140,824	Albemarle Corp.		9,440,841
	248,987	Ball Corp.		13,990,580
	107,317	CF Industries Holdings, Inc.		26,310,909
	37,026	Clearwater Paper Corp.(b)		2,273,026
	63,327	Cytec Industries, Inc.		6,036,330
	574,975	Graphic Packaging Holding Co.(b)		5,899,243
	245,529	PPG Industries, Inc.		47,539,325
	131,192	Rockwood Holdings, Inc.		9,321,192
	112,279	Silgan Holdings, Inc.		5,585,880
	149,804	Valspar Corp. (The)		10,941,684
				151,253,969
		Telecommunication Services—6.4%
	4,171,197	AT&T, Inc.		148,911,733
	1,023,290	CenturyLink, Inc.		35,723,054
	374,503	Vonage Holdings Corp.(b)		1,438,091
				186,072,878
		Utilities—0.6%
	749,444	Calpine Corp.(b)		17,184,751
		Total Common Stocks and Other Equity Interests (Cost $2,679,312,477)		2,905,113,917
		Money Market Fund—0.0%
	974,843	Invesco Premier Portfolio—Institutional Class(d) (Cost $974,843)		974,843
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $2,680,287,320)—100.0%		2,906,088,760

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

19

PowerShares BuyBack Achievers^™ Portfolio (PKW) (continued)

April 30, 2014

Number of Shares			Value
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—1.2%
	34,555,549	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $34,555,549)	$	34,555,549
		Total Investments (Cost $2,714,842,869)—101.2%		2,940,644,309
		Other assets less liabilities—(1.2)%		(35,523,770	)
		Net Assets—100.0%	$	2,905,120,539

Notes to Schedule of Investments:

^(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b) Non-income producing security.

^(c) All or a portion of this security was out on loan at April 30, 2014.

^(d) The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e) The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman	$	34,016,807	$	(34,016,807	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

20

Schedule of Investment^(a)

PowerShares Dividend Achievers^™ Portfolio (PFM)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Consumer Discretionary—6.9%
	4,558	Aaron’s, Inc.	$	134,324
	1,508	Cracker Barrel Old Country Store, Inc.		142,868
	7,204	Family Dollar Stores, Inc.		423,235
	9,735	Genuine Parts Co.		848,113
	8,292	Hasbro, Inc.		458,216
	3,133	John Wiley & Sons, Inc., Class A		180,022
	8,796	Leggett & Platt, Inc.		289,037
	65,286	Lowe’s Cos., Inc.		2,997,280
	1,731	Matthews International Corp., Class A		69,846
	62,696	McDonald’s Corp.		6,356,121
	2,303	Meredith Corp.		101,493
	44,803	NIKE, Inc., Class B		3,268,379
	4,162	Polaris Industries, Inc.		559,081
	13,610	Ross Stores, Inc.		926,569
	40,129	Target Corp.		2,477,966
	8,109	Tiffany & Co.		709,456
	45,088	TJX Cos., Inc. (The)		2,623,220
	27,929	VF Corp.		1,706,183
				24,271,409
		Consumer Staples—23.0%
	126,210	Altria Group, Inc.		5,062,283
	1,786	Andersons, Inc. (The)		111,250
	41,754	Archer-Daniels-Midland Co.		1,825,902
	8,152	Brown-Forman Corp., Class B		731,398
	9,341	Bunge Ltd.		744,011
	2,437	Casey’s General Stores, Inc.		167,324
	8,688	Church & Dwight Co., Inc.		599,559
	8,227	Clorox Co. (The)		746,189
	279,098	Coca-Cola Co. (The)		11,384,407
	58,193	Colgate-Palmolive Co.		3,916,389
	74,892	CVS Caremark Corp.		5,446,146
	13,210	Flowers Foods, Inc.		271,069
	39,602	General Mills, Inc.		2,099,698
	16,697	Hormel Foods Corp.		796,280
	6,566	J.M. Smucker Co. (The)		634,801
	24,025	Kimberly-Clark Corp.		2,696,806
	1,728	Lancaster Colony Corp.		163,953
	7,536	McCormick & Co., Inc.		536,563
	3,767	Nu Skin Enterprises, Inc., Class A		327,729
	96,439	PepsiCo, Inc.		8,283,146
	171,594	Procter & Gamble Co. (The)		14,165,085
	37,112	Sysco Corp.		1,351,990
	2,401	Tootsie Roll Industries, Inc.		67,684
	1,470	Universal Corp.		80,218
	5,983	Vector Group Ltd.		127,438
	60,169	Walgreen Co.		4,085,475
	180,715	Wal-Mart Stores, Inc.		14,404,793
				80,827,586
		Energy—16.4%
	2,345	Alliance Resource Partners LP		218,390
	7,296	Buckeye Partners LP		556,028
	1,463	CARBO Ceramics, Inc.		204,688
	117,047	Chevron Corp.		14,691,739
	77,655	ConocoPhillips		5,770,543

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Energy (continued)
	4,603	Energen Corp.	$	358,620
	58,585	Enterprise Products Partners LP		4,284,321
	34,617	EOG Resources, Inc.		3,392,466
	140,207	Exxon Mobil Corp.		14,358,599
	5,614	Genesis Energy LP		311,128
	6,810	Helmerich & Payne, Inc.		739,906
	20,257	Kinder Morgan Energy Partners LP		1,526,973
	14,379	Magellan Midstream Partners LP		1,067,065
	11,600	Murphy Oil Corp.		735,788
	50,413	Occidental Petroleum Corp.		4,827,045
	13,160	ONEOK, Inc.		831,975
	22,791	Plains All American Pipeline LP		1,271,738
	6,584	Sunoco Logistics Partners LP		598,881
	3,947	TC Pipelines LP		209,349
	43,400	Williams Cos., Inc. (The)		1,830,178
				57,785,420
		Financials—6.2%
	1,537	1st Source Corp.		45,326
	21,347	ACE Ltd.		2,184,225
	28,905	Aflac, Inc.		1,812,922
	4,519	American Equity Investment Life Holding Co.		105,383
	7,096	Axis Capital Holdings Ltd.		324,642
	971	BancFirst Corp.		56,522
	2,336	Bank of the Ozarks, Inc.		139,926
	9,210	Brown & Brown, Inc.		274,274
	15,580	Chubb Corp. (The)		1,434,606
	10,354	Cincinnati Financial Corp.		504,654
	6,077	Commerce Bancshares, Inc.		264,228
	2,560	Community Bank System, Inc.		95,206
	1,002	Community Trust Bancorp, Inc.		36,944
	3,847	Cullen/Frost Bankers, Inc.		293,949
	7,677	Eaton Vance Corp.		276,909
	2,938	Erie Indemnity Co., Class A		210,508
	3,940	Essex Property Trust, Inc. REIT		682,644
	4,232	Federal Realty Investment Trust REIT		497,429
	40,000	Franklin Resources, Inc.		2,094,000
	6,320	HCC Insurance Holdings, Inc.		290,341
	28,950	HCP, Inc. REIT		1,211,847
	18,362	Health Care REIT, Inc. REIT		1,158,459
	728	Infinity Property & Casualty Corp.		46,716
	17,161	McGraw-Hill Financial, Inc.		1,268,713
	3,481	Mercury General Corp.		166,601
	2,093	National Health Investors, Inc. REIT		129,117
	7,725	National Retail Properties, Inc. REIT		263,654
	16,334	Old Republic International Corp.		270,491
	7,867	OMEGA Healthcare Investors, Inc. REIT		273,614
	3,270	PartnerRe Ltd.		344,658
	18,928	People’s United Financial, Inc.		270,292
	4,193	Prosperity Bancshares, Inc.		247,387
	13,146	Realty Income Corp. REIT		571,194
	2,638	RenaissanceRe Holdings Ltd.		266,992
	2,722	RLI Corp.		117,209
	10,733	SEI Investments Co.		347,535
	11,916	Senior Housing Properties Trust REIT		279,668
	1,190	Southside Bancshares, Inc.		32,820
	2,768	StanCorp Financial Group, Inc.		169,125

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

21

PowerShares Dividend Achievers^™ Portfolio (PFM) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Financials (continued)
	16,606	T. Rowe Price Group, Inc.	$	1,363,851
	5,985	Tanger Factory Outlet Centers, Inc. REIT		213,545
	934	Tompkins Financial Corp.		44,029
	2,865	UMB Financial Corp.		168,204
	4,353	United Bankshares, Inc.		127,325
	814	Universal Health Realty Income Trust REIT		34,538
	1,495	Urstadt Biddle Properties, Inc., Class A REIT		30,513
	8,140	W.R. Berkley Corp.		360,114
	1,672	Westamerica Bancorp.		84,971
	523	Westwood Holdings Group, Inc.		30,423
	6,267	WP Carey, Inc. REIT		385,295
				21,903,538
		Health Care—8.0%
	97,787	Abbott Laboratories		3,788,268
	12,245	Becton, Dickinson and Co.		1,384,052
	4,913	C.R. Bard, Inc.		674,702
	21,749	Cardinal Health, Inc.		1,511,773
	146,527	Johnson & Johnson		14,841,720
	63,228	Medtronic, Inc.		3,719,071
	3,996	Owens & Minor, Inc.		134,026
	23,961	Stryker Corp.		1,862,968
	4,454	West Pharmaceutical Services, Inc.		193,215
				28,109,795
		Industrials—14.6%
	41,973	3M Co.		5,838,025
	4,941	A.O. Smith Corp.		231,041
	3,533	ABM Industries, Inc.		95,709
	3,092	Brady Corp., Class A		79,743
	9,602	C.H. Robinson Worldwide, Inc.		565,558
	4,043	Carlisle Cos., Inc.		332,537
	40,393	Caterpillar, Inc.		4,257,422
	7,590	Cintas Corp.		447,279
	3,192	CLARCOR, Inc.		184,370
	23,440	Deere & Co.		2,187,890
	9,201	Donaldson Co., Inc.		387,270
	10,766	Dover Corp.		930,182
	44,513	Emerson Electric Co.		3,034,896
	12,833	Expeditors International of Washington, Inc.		529,233
	18,793	Fastenal Co.		941,153
	19,794	FedEx Corp.		2,696,933
	3,020	Franklin Electric Co., Inc.		116,783
	21,700	General Dynamics Corp.		2,375,065
	1,662	Gorman-Rupp Co. (The)		51,605
	3,854	Graco, Inc.		279,415
	4,440	Healthcare Services Group, Inc.		129,204
	26,937	Illinois Tool Works, Inc.		2,295,841
	5,788	ITT Corp.		249,694
	5,130	Lincoln Electric Holdings, Inc.		342,735
	818	Lindsay Corp.		72,090
	20,373	Lockheed Martin Corp.		3,344,024
	1,631	McGrath RentCorp		51,507
	2,357	MSA Safety, Inc.		124,332
	3,039	MSC Industrial Direct Co., Inc., Class A		276,731
	4,075	Nordson Corp.		302,976
	19,639	Norfolk Southern Corp.		1,856,475

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Industrials (continued)
	13,746	Northrop Grumman Corp.	$	1,670,277
	9,444	Parker Hannifin Corp.		1,198,255
	12,498	Pentair Ltd.		928,476
	2,306	Raven Industries, Inc.		71,255
	22,836	Republic Services, Inc.		801,315
	9,251	Rollins, Inc.		278,270
	6,304	Roper Industries, Inc.		875,941
	9,854	Stanley Black & Decker, Inc.		846,360
	1,171	Tennant Co.		74,698
	3,597	Toro Co. (The)		228,553
	57,969	United Technologies Corp.		6,859,472
	1,699	Valmont Industries, Inc.		252,998
	4,357	W.W. Grainger, Inc.		1,108,421
	29,435	Waste Management, Inc.		1,308,386
				51,110,395
		Information Technology—11.2%
	19,791	Analog Devices, Inc.		1,015,080
	30,549	Automatic Data Processing, Inc.		2,381,600
	912	Badger Meter, Inc.		45,190
	729	Cass Information Systems, Inc.		36,822
	4,043	Diebold, Inc.		152,057
	2,709	FactSet Research Systems, Inc.		288,508
	6,763	Harris Corp.		497,216
	314,939	Intel Corp.		8,405,722
	65,965	International Business Machines Corp.		12,960,144
	5,413	Jack Henry & Associates, Inc.		298,581
	14,940	Linear Technology Corp.		664,830
	17,862	Maxim Integrated Products, Inc.		579,443
	218	Mesa Laboratories, Inc.		18,683
	12,610	Microchip Technology, Inc.		599,479
	107,117	QUALCOMM, Inc.		8,431,179
	68,657	Texas Instruments, Inc.		3,120,461
				39,494,995
		Materials—5.1%
	13,425	Air Products & Chemicals, Inc.		1,577,706
	4,684	Airgas, Inc.		497,722
	5,034	Albemarle Corp.		337,479
	4,150	AptarGroup, Inc.		279,793
	6,440	Bemis Co., Inc.		259,146
	19,072	Ecolab, Inc.		1,995,694
	3,170	H.B. Fuller Co.		146,866
	5,147	International Flavors & Fragrances, Inc.		507,082
	33,242	Monsanto Co.		3,679,889
	20,161	Nucor Corp.		1,043,332
	8,784	PPG Industries, Inc.		1,700,758
	18,637	Praxair, Inc.		2,433,060
	4,081	Royal Gold, Inc.		270,162
	8,433	RPM International, Inc.		359,752
	6,351	Sherwin-Williams Co. (The)		1,269,184
	7,564	Sigma-Aldrich Corp.		727,732
	6,456	Sonoco Products Co.		271,669
	1,415	Stepan Co.		81,830
	5,408	Valspar Corp. (The)		395,000
				17,833,856

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

22

PowerShares Dividend Achievers^™ Portfolio (PFM) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Telecommunication Services—3.4%
	329,841	AT&T, Inc.	$	11,775,324
	998	Atlantic Tele-Network, Inc.		59,052
	6,434	Telephone & Data Systems, Inc.		174,940
				12,009,316
		Utilities—5.2%
	7,529	AGL Resources, Inc.		406,566
	7,026	Alliant Energy Corp.		410,880
	2,454	American States Water Co.		74,503
	11,190	Aqua America, Inc.		280,757
	6,267	Atmos Energy Corp.		319,868
	3,807	Avista Corp.		122,395
	2,818	Black Hills Corp.		162,739
	3,023	California Water Service Group		68,018
	610	Chesapeake Utilities Corp.		38,589
	698	Connecticut Water Service, Inc.		22,685
	18,548	Consolidated Edison, Inc.		1,076,340
	36,820	Dominion Resources, Inc.		2,670,923
	2,074	Laclede Group, Inc. (The)		98,328
	11,992	MDU Resources Group, Inc.		424,757
	2,195	MGE Energy, Inc.		83,893
	5,305	National Fuel Gas Co.		390,660
	2,668	New Jersey Resources Corp.		132,680
	27,567	NextEra Energy, Inc.		2,752,565
	19,975	Northeast Utilities		944,019
	1,716	Northwest Natural Gas Co.		75,967
	4,926	Piedmont Natural Gas Co., Inc.		176,302
	39,940	PPL Corp.		1,331,600
	11,089	Questar Corp.		269,241
	8,938	SCANA Corp.		479,792
	2,073	South Jersey Industries, Inc.		119,094
	56,227	Southern Co. (The)		2,576,883
	7,267	UGI Corp.		339,296
	5,219	Vectren Corp.		211,735
	8,156	Westar Energy, Inc.		292,637
	3,284	WGL Holdings, Inc.		130,670
	14,308	Wisconsin Energy Corp.		693,652
	31,554	Xcel Energy, Inc.		1,005,626
				18,183,660
		Total Common Stocks and Other Equity Interests (Cost $276,926,901)		351,529,970
		Money Market Fund—0.0%
	6,276	Invesco Premier Portfolio—Institutional Class(b) (Cost $6,276)		6,276
		Total Investments (Cost $276,933,177)—100.0%		351,536,246
		Other assets less liabilities—0.0%		20,715
		Net Assets—100.0%	$	351,556,961

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

23

Schedule of Investment^(a)

PowerShares Financial Preferred Portfolio (PGF)

April 30, 2014

Number of Shares			Value
		Preferred Stocks—100.3%
		Banks—63.2%
	564,730	Bank of America Corp., 6.20%, Series D(b)	$	14,084,366
	77,532	Bank of America Corp., 6.38%, Series 3		1,954,582
	20,129	Bank of America Corp., 7.25%, Series L		22,911,834
	751,262	Barclays Bank PLC, 6.63%, Series 2 (United Kingdom)		19,089,567
	831,869	Barclays Bank PLC, 7.10%, Series 3 (United Kingdom)		21,354,077
	613,646	Barclays Bank PLC, 7.75%, Series 4 (United Kingdom)		15,905,704
	2,363,789	Barclays Bank PLC, 8.13%, Series 5 (United Kingdom)(b)		61,245,773
	120,283	BB&T Corp., 5.20%, Series G(b)		2,646,226
	1,819,496	BB&T Corp., 5.63%, Series E		42,485,232
	395,237	BB&T Corp., 5.85%		9,687,259
	694,621	Citigroup, Inc., 5.80%, Series C(b)		16,302,755
	1,047,982	Citigroup, Inc., 6.88%, Series K		28,117,357
	816,540	Citigroup, Inc., 7.13%, Series J		22,169,061
	380,777	Fifth Third Bancorp, 6.63%, Series I		10,113,437
	313,565	First Niagara Financial Group, Inc., 8.63%, Series B		9,102,792
	490,127	HSBC Finance Corp., 6.36%, Series B (United Kingdom)		12,248,274
	4,180,073	HSBC Holdings PLC, 8.00%, Series 2 (United Kingdom)		112,861,971
	2,004,304	HSBC Holdings PLC, 8.13% (United Kingdom)		52,452,636
	843,095	JPMorgan Chase & Co., 5.45%, Series P(b)		19,070,809
	1,253,429	JPMorgan Chase & Co., 5.50%, Series O		28,440,304
	547,435	JPMorgan Chase & Co., 6.70%, Series T		13,882,952
	1,636,446	PNC Financial Services Group, Inc. (The), 6.13%, Series P		43,954,939
	441,326	Regions Financial Corp., 6.38%, Series A		10,618,303
	410,000	Regions Financial Corp., 6.38%, Series B(c)		10,188,500
	432,417	Royal Bank of Scotland Group PLC, 5.75%, Series L (United Kingdom)		9,616,954
	329,033	Royal Bank of Scotland Group PLC, 6.35%, Series N (United Kingdom)		7,554,598
	367,501	Royal Bank of Scotland Group PLC, 6.60%, Series S (United Kingdom)		8,801,649
	317,109	Royal Bank of Scotland Group PLC, 6.75%, Series Q (United Kingdom)		7,693,064
	1,331,863	Royal Bank of Scotland Group PLC, 7.25%, Series T (United Kingdom)		33,816,002
	720,618	Santander Finance Preferred SAU, 10.50%, Series 10 (Spain)		18,865,779
	444,383	SunTrust Banks, Inc., 5.88%, Series E		10,274,135
	820,170	U.S. Bancorp, 5.15%, Series H		18,552,245
	588,858	U.S. Bancorp, 6.00%, Series G		16,311,367
	1,028,453	U.S. Bancorp, 6.50%, Series F		29,670,869
	51,446	Wells Fargo & Co., 5.13%, Series O		1,164,223
	991,987	Wells Fargo & Co., 5.20%		22,369,307
	436,199	Wells Fargo & Co., 5.25%, Series P(b)		10,159,075
	1,330,111	Wells Fargo & Co., 5.85%		33,718,314
	166,349	Wells Fargo & Co., 6.63%		4,599,550
	17,140	Wells Fargo & Co., 7.50%, Series L		20,482,300
	1,757,014	Wells Fargo & Co., 8.00%, Series J		51,884,623
				906,422,764

Number of Shares			Value
		Preferred Stocks (continued)
		Capital Markets—11.6%
	584,127	Bank of New York Mellon Corp. (The), 5.20%	$	13,715,302
	450,323	Charles Schwab Corp. (The), 6.00%, Series B		11,411,185
	835,475	Goldman Sachs Group, Inc. (The), 5.50%, Series J		19,742,274
	976,503	Goldman Sachs Group, Inc. (The), 5.95%		22,625,574
	688,267	Goldman Sachs Group, Inc. (The), 6.20%, Series B(b)		16,979,547
	220,000	Goldman Sachs Group, Inc. (The), 6.38%, Series K(b)(c)		5,561,600
	270,000	Morgan Stanley, 6.63%, Series G(c)		6,750,000
	763,874	Morgan Stanley, 6.88%		20,311,410
	818,689	Morgan Stanley, 7.13%, Series E		22,350,210
	550,261	State Street Corp., 5.25%, Series C(b)		12,958,647
	563,646	State Street Corp., 5.90%, Series D(c)		14,632,250
				167,037,999
		Consumer Finance—4.5%
	828,764	Ally Financial, Inc., 8.50%, Series A		22,409,779
	787,431	Capital One Financial Corp., 6.00%, Series B		18,906,218
	506,621	Discover Financial Services, 6.50%, Series B		12,766,849
	423,029	HSBC USA, Inc., 6.50%, Series H (United Kingdom)		10,783,009
				64,865,855
		Diversified Financial Services—8.5%
	687,348	ING Groep NV, 6.13% (Netherlands)		17,286,802
	160,481	ING Groep NV, 6.20% (Netherlands)(b)		4,050,541
	1,337,436	ING Groep NV, 6.38% (Netherlands)		33,957,500
	2,291,586	ING Groep NV, 7.38% (Netherlands)		59,214,582
	278,101	KKR Financial Holdings LLC, 7.38%, Series A		7,049,860
				121,559,285
		Insurance—12.5%
	701,114	Aegon NV, 6.38% (Netherlands)		18,137,819
	241,812	Aegon NV, 6.50% (Netherlands)		6,151,697
	1,128,247	Aegon NV, 7.25% (Netherlands)		28,668,756
	306,606	Allstate Corp. (The), 5.63%		7,471,988
	601,964	Allstate Corp. (The), 6.63%, Series E(c)		15,536,691
	278,123	Allstate Corp. (The), 6.75%, Series C		7,225,636
	291,605	Arch Capital Group Ltd., 6.75%, Series C		7,491,332
	254,527	Aspen Insurance Holdings Ltd., 5.95%		6,424,262
	388,100	Axis Capital Holdings Ltd., 6.88%, Series C		10,024,623
	1,258,004	MetLife, Inc., 6.50%, Series B		31,978,462
	96,007	PartnerRe Ltd., 5.88%, Series F		2,260,005
	470,751	PartnerRe Ltd., 7.25%, Series E		12,714,985
	258,193	Principal Financial Group, Inc., 6.52%, Series B		6,609,741
	301,969	Prudential PLC, 6.50% (United Kingdom)		7,784,761
	191,467	Prudential PLC, 6.75% (United Kingdom)		4,918,787
	288,354	RenaissanceRe Holdings Ltd., 5.38%, Series E		6,286,117
				179,685,662
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $1,351,032,678)—100.3%		1,439,571,565

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

24

PowerShares Financial Preferred Portfolio (PGF) (continued)

April 30, 2014

Number of Shares			Value
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—0.6%
	8,506,770	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $8,506,770)	$	8,506,770
		Total Investments (Cost $1,359,539,448)—100.9%		1,448,078,335
		Other assets less liabilities—(0.9)%		(12,520,060	)
		Net Assets—100.0%	$	1,435,558,275

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  All or a portion of this security was out on loan at April 30, 2014.

^(c)  Non-income producing security.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman	$	8,326,823	$	(8,326,823	)	$	—

* Amount does not include excess collateral received, if any.

This Fund has holdings greater than 10% of net assets in the following countries:

United Kingdom	26.9	%
Netherlands	11.7	%

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

25

Schedule of Investment^(a)

PowerShares High Yield Equity Dividend Achievers™ Portfolio (PEY)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Aerospace & Defense—1.6%
	38,884	Lockheed Martin Corp.	$	6,382,420
		Banks—5.4%
	171,157	Community Bank System, Inc.		6,365,329
	298,025	United Bankshares, Inc.		8,717,231
	122,525	Westamerica Bancorp.(b)		6,226,720
				21,309,280
		Beverages—1.7%
	158,492	Coca-Cola Co. (The)		6,464,889
		Commercial Services & Supplies—6.5%
	222,210	Brady Corp., Class A		5,730,796
	189,199	McGrath RentCorp		5,974,904
	175,707	Republic Services, Inc.		6,165,559
	175,055	Waste Management, Inc.		7,781,195
				25,652,454
		Containers & Packaging—1.6%
	145,301	Sonoco Products Co.		6,114,266
		Diversified Telecommunication Services—3.3%
	366,614	AT&T, Inc.		13,088,120
		Electric Utilities—6.8%
	267,757	PPL Corp.		8,927,018
	214,954	Southern Co. (The)		9,851,342
	220,566	Westar Energy, Inc.		7,913,908
				26,692,268
		Food & Staples Retailing—1.7%
	179,853	Sysco Corp.		6,552,045
		Food Products—1.6%
	121,277	General Mills, Inc.		6,430,106
		Gas Utilities—10.1%
	163,073	AGL Resources, Inc.		8,805,942
	154,933	Laclede Group, Inc. (The)		7,345,374
	189,101	Northwest Natural Gas Co.		8,371,501
	205,889	Piedmont Natural Gas Co., Inc.		7,368,767
	197,531	WGL Holdings, Inc.		7,859,759
				39,751,343
		Hotels, Restaurants & Leisure—3.2%
	57,418	Cracker Barrel Old Country Store, Inc.		5,439,782
	72,077	McDonald’s Corp.		7,307,166
				12,746,948
		Household Durables—2.0%
	237,221	Leggett & Platt, Inc.		7,795,082
		Household Products—5.0%
	75,091	Clorox Co. (The)		6,810,754
	54,944	Kimberly-Clark Corp.		6,167,464
	80,300	Procter & Gamble Co. (The)		6,628,765
				19,606,983
		Insurance—9.9%
	155,508	Cincinnati Financial Corp.		7,579,460
	94,569	Erie Indemnity Co., Class A		6,775,869
	246,797	Mercury General Corp.		11,811,704
	769,759	Old Republic International Corp.		12,747,209
				38,914,242

Number of Shares			Value
		Common Stocks (continued)
		Leisure Products—1.5%
	108,590	Hasbro, Inc.	$	6,000,683
		Media—1.8%
	156,041	Meredith Corp.		6,876,727
		Metals & Mining—1.6%
	120,472	Nucor Corp.		6,234,426
		Multi-Utilities—8.4%
	267,154	Avista Corp.		8,589,001
	149,620	Consolidated Edison, Inc.		8,682,449
	157,343	SCANA Corp.		8,446,172
	183,507	Vectren Corp.		7,444,879
				33,162,501
		Oil, Gas & Consumable Fuels—6.3%
	62,099	Chevron Corp.		7,794,667
	127,482	ConocoPhillips		9,473,187
	174,035	Williams Cos., Inc. (The)		7,339,056
				24,606,910
		Pharmaceuticals—1.7%
	64,244	Johnson & Johnson		6,507,275
		Semiconductors & Semiconductor Equipment—5.4%
	303,155	Intel Corp.		8,091,207
	196,866	Maxim Integrated Products, Inc.		6,386,333
	141,032	Microchip Technology, Inc.		6,704,661
				21,182,201
		Technology Hardware, Storage & Peripherals—1.6%
	169,866	Diebold, Inc.		6,388,660
		Thrifts & Mortgage Finance—2.4%
	668,497	People’s United Financial, Inc.		9,546,137
		Tobacco—8.9%
	288,993	Altria Group, Inc.		11,591,509
	124,890	Universal Corp.		6,815,248
	771,911	Vector Group Ltd.(b)		16,441,704
				34,848,461
		Total Common Stocks (Cost $350,565,075)		392,854,427
		Money Market Fund—0.3%
	1,137,138	Invesco Premier Portfolio—Institutional Class(c) (Cost $1,137,138)		1,137,138
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $351,702,213)—100.3%		393,991,565

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

26

PowerShares High Yield Equity Dividend Achievers™ Portfolio (PEY) (continued)

April 30, 2014

Number of Shares			Value
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—3.0%
	11,939,200	Invesco Liquid Assets Portfolio—Institutional Class(c)(d) (Cost $11,939,200)	$	11,939,200
		Total Investments (Cost $363,641,413)—103.3%		405,930,765
		Other assets less liabilities—(3.3)%		(12,827,658	)
		Net Assets—100.0%	$	393,103,107

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  All or a portion of this security was out on loan at April 30, 2014.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(d)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman	$	11,773,515	$	(11,773,515	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

27

Schedule of Investments

PowerShares International Dividend Achievers™ Portfolio (PID)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Australia—1.7%
	283,717	BHP Billiton Ltd. ADR(a)	$	20,013,397
		Bermuda—0.9%
	335,686	Montpelier Re Holdings Ltd.		10,265,278
		Brazil—0.6%
	154,576	Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR		7,351,635
		Canada—20.9%
	687,561	BCE, Inc.		30,623,967
	149,491	Canadian National Railway Co.		8,755,688
	239,852	Canadian Natural Resources Ltd.		9,778,766
	31,743	Canadian Pacific Railway Ltd.		4,950,956
	401,008	Enbridge, Inc.		19,364,676
	159,765	Franco-Nevada Corp.		7,695,880
	549,934	Ritchie Bros. Auctioneers, Inc.(a)		13,748,350
	652,842	Rogers Communications, Inc., Class B(a)		25,930,884
	1,060,745	Shaw Communications, Inc., Class B(a)		25,701,851
	414,700	Suncor Energy, Inc.		16,007,420
	606,516	TELUS Corp.		21,391,819
	642,459	Thomson Reuters Corp.		23,244,167
	204,789	Tim Hortons, Inc.		11,240,868
	529,185	TransCanada Corp.		24,675,897
				243,111,189
		China—4.6%
	574,979	China Mobile Ltd. ADR		27,271,254
	292,805	China Petroleum & Chemical Corp. ADR(a)		26,021,580
				53,292,834
		Colombia—1.8%
	362,551	Bancolombia SA ADR		20,640,029
		Denmark—0.6%
	159,416	Novo Nordisk A/S ADR		7,235,892
		France—1.8%
	387,228	Sanofi ADR		20,832,866
		Germany—0.7%
	236,371	Fresenius Medical Care AG & Co. KGaA ADR(a)		8,119,344
		India—1.9%
	403,167	Axis Bank Ltd. GDR		10,200,125
	142,175	HDFC Bank Ltd. ADR		5,694,109
	119,905	Infosys Ltd. ADR		6,440,097
				22,334,331
		Ireland—0.2%
	11,226	Shire PLC ADR		1,928,066
		Israel—1.3%
	305,263	Teva Pharmaceutical Industries Ltd. ADR		14,915,150
		Japan—3.2%
	579,765	Nippon Telegraph & Telephone Corp. ADR		16,140,658
	1,280,321	NTT DOCOMO, Inc. ADR		20,459,529
				36,600,187
		Jersey—0.3%
	46,462	Randgold Resources Ltd. ADR		3,720,212

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Mexico—2.3%
	533,476	America Movil SAB de CV, Series L ADR	$	10,712,198
	141,877	Coca-Cola Femsa SAB de CV ADR(a)		15,884,549
				26,596,747
		Netherlands—2.0%
	533,098	Unilever NV		22,827,256
		Norway—2.5%
	958,093	Statoil ASA ADR		29,193,094
		Russia—4.4%
	588,638	LUKOIL OAO ADR		31,109,518
	3,098,707	Rosneft Oil Co. GDR		19,438,189
				50,547,707
		Switzerland—3.2%
	228,105	Novartis AG ADR		19,831,449
	223,103	Syngenta AG ADR		17,524,740
				37,356,189
		United Kingdom—16.5%
	52,794	ARM Holdings PLC ADR		2,403,183
	326,978	BHP Billiton PLC ADR(a)		21,155,477
	212,685	British American Tobacco PLC ADR		24,463,029
	117,277	Diageo PLC ADR		14,399,270
	458,072	GlaxoSmithKline PLC ADR		25,363,447
	1,428,501	Pearson PLC ADR(a)		26,812,964
	263,999	Prudential PLC ADR(a)		12,194,114
	121,734	Smith & Nephew PLC ADR		9,487,948
	495,583	Unilever PLC ADR(a)		22,172,383
	553,664	Vodafone Group PLC ADR		21,017,085
	111,740	WPP PLC ADR		12,060,098
				191,528,998
		United States—28.6%
	145,401	Accenture PLC, Class A		11,664,068
	129,705	ACE Ltd.		13,271,416
	109,468	Allied World Assurance Co. Holdings AG		11,788,609
	306,283	Axis Capital Holdings Ltd.		14,012,447
	734,619	Brookfield Infrastructure Partners LP		28,642,795
	107,175	Bunge Ltd.		8,536,489
	23,967	Core Laboratories NV		4,498,127
	130,086	Covidien PLC		9,268,627
	101,355	Imperial Oil Ltd.		4,946,124
	301,158	Lazard Ltd., Class A		14,169,484
	1,749,270	Maiden Holdings Ltd.		20,641,386
	2,615,562	Navios Maritime Partners LP(a)		49,512,589
	153,786	PartnerRe Ltd.		16,209,044
	87,125	Pentair Ltd.		6,472,516
	8,032	Perrigo Co. PLC		1,163,516
	71,278	RenaissanceRe Holdings Ltd.		7,214,046
	908,330	Teekay LNG Partners LP(a)		38,885,607
	1,143,698	Teekay Offshore Partners LP(a)		39,125,909
	816,217	Textainer Group Holdings Ltd.(a)		32,077,329
				332,100,128
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $1,029,867,473)—100.0%		1,160,510,529

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

28

PowerShares International Dividend Achievers™ Portfolio (PID) (continued)

April 30, 2014

Number of Shares			Value
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market—14.6%
	169,899,166	Invesco Liquid Assets Portfolio—Institutional Class(b)(c) (Cost $169,899,166)	$	169,899,166
		Total Investments (Cost $1,199,766,639)—114.6%		1,330,409,695
		Other assets less liabilities—(14.6)%		(169,756,188	)
		Net Assets—100.0%	$	1,160,653,507

Investment Abbreviations:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

Notes to Schedule of Investments:

^(a)  All or portion of this security was out on loan at April 30, 2014.

^(b)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(c)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman	$	166,411,271	$	(166,411,271	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

29

Statements of Assets and Liabilities

April 30, 2014

	PowerShares BuyBack Achievers™ Portfolio (PKW)			PowerShares Dividend Achievers™ Portfolio  (PFM)			PowerShares Financial Preferred Portfolio (PGF)			PowerShares High Yield Equity  Dividend Achievers™ Portfolio (PEY)			PowerShares International Dividend Achievers™ Portfolio (PID)
Assets:
Unaffiliated investments, at value(a)	$	2,905,113,917		$	351,529,970		$	1,439,571,565		$	392,854,427		$	1,160,510,529
Affiliated investments, at value		35,530,392			6,276			8,506,770			13,076,338			169,899,166
Total investments, at value		2,940,644,309			351,536,246			1,448,078,335			405,930,765			1,330,409,695
Cash segregated as collateral		—			—			—			—			2,915,369
Receivables:
Investments sold		44,580,773			247,359			2,818,787			—			1,234,707
Dividends		2,723,558			515,651			3,076,972			802,189			2,328,461
Security lending		62,442			—			31,194			—			164,703
Foreign tax reclaims		—			—			—			—			496,615
Shares sold		—			—			—			—			7,415,436
Other assets		8,333			2,935			6,270			4,603			7,102
Total Assets		2,988,019,415			352,302,191			1,454,011,558			406,737,557			1,344,972,088
Liabilities:
Due to custodian		—			—			8,576,521			1,167,350			2,832,481
Payables:
Investments purchased		45,071,038			257,992			—			—			7,415,298
Collateral upon return of securities loaned		34,555,549			—			8,506,770			11,939,200			169,899,166
Collateral upon receipt of securities in-kind		—			—			—			—			2,915,369
Accrued advisory fees		1,184,825			113,880			585,119			126,121			370,826
Accrued trustees’ and officer’s fees		33,469			19,989			74,987			22,147			42,698
Accrued expenses		2,053,995			353,369			709,886			379,632			842,743
Total Liabilities		82,898,876			745,230			18,453,283			13,634,450			184,318,581
Net Assets	$	2,905,120,539		$	351,556,961		$	1,435,558,275		$	393,103,107		$	1,160,653,507
Net Assets Consist of:
Shares of beneficial interest	$	2,723,569,850		$	298,894,132		$	1,386,586,442		$	482,182,832		$	1,299,298,612
Undistributed net investment income (loss)		6,767,023			797,016			(70,006	)		316,686			2,479,352
Undistributed net realized gain (loss)		(51,017,774	)		(22,737,256	)		(39,497,048	)		(131,685,763	)		(271,767,513	)
Net unrealized appreciation		225,801,440			74,603,069			88,538,887			42,289,352			130,643,056
Net Assets	$	2,905,120,539		$	351,556,961		$	1,435,558,275		$	393,103,107		$	1,160,653,507
Shares outstanding (unlimited amount authorized, $0.01 par value)		66,900,000			17,150,000			79,800,000			31,900,000			62,550,000
Net asset value	$	43.42		$	20.50		$	17.99		$	12.32		$	18.56
Market price	$	43.42		$	20.50		$	17.98		$	12.32		$	18.58
Unaffiliated investments, at cost	$	2,679,312,477		$	276,926,901		$	1,351,032,678		$	350,565,075		$	1,029,867,473
Affiliated investments, at cost	$	35,530,392		$	6,276		$	8,506,770		$	13,076,338		$	169,899,166
Total investments, at cost	$	2,714,842,869		$	276,933,177		$	1,359,539,448		$	363,641,413		$	1,199,766,639
(a) Includes securities on loan with an aggregate value of	$	34,016,807		$	—		$	8,326,823		$	11,773,515		$	166,411,271

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

30

Statements of Operations

For the year ended April 30, 2014

	PowerShares BuyBack Achievers™ Portfolio  (PKW)			PowerShares Dividend Achievers™ Portfolio  (PFM)			PowerShares Financial Preferred Portfolio (PGF)			PowerShares High Yield Equity  Dividend Achievers™ Portfolio (PEY)			PowerShares International Dividend Achievers™ Portfolio (PID)
Investment Income:
Unaffiliated dividend income	$	29,086,907		$	8,491,301		$	106,454,299		$	14,770,479		$	44,659,195
Securities lending income		228,380			—			31,851			28,416			1,583,431
Affiliated dividend income		115			33			387			66			96
Foreign withholding tax		—			—			—			—			(2,279,937	)
Total Income		29,315,402			8,491,334			106,486,537			14,798,961			43,962,785
Expenses:
Advisory fees		9,134,698			1,307,623			7,706,506			1,394,050			4,032,554
Sub-licensing		1,826,939			326,905			1,491,897			348,512			1,008,138
Accounting & administration fees		362,094			64,502			302,875			68,543			198,852
Recapture (Note 3)		169,825			8,351			—			—			—
Trustees’ and officer’s fees		47,919			17,572			53,518			17,986			35,355
Custodian & transfer agent fees		28,963			6,184			24,261			3,388			48,738
Other expenses		440,209			70,806			182,424			83,097			162,121
Total Expenses		12,010,647			1,801,943			9,761,481			1,915,576			5,485,758
Waivers		(847	)		(232	)		(2,567	)		(379	)		(772	)
Net Expenses		12,009,800			1,801,711			9,758,914			1,915,197			5,484,986
Net Investment Income		17,305,602			6,689,623			96,727,623			12,883,764			38,477,799
Realized and Unrealized Gain (Loss):
Net realized gain (loss) from:
Investment securities		(32,230,056	)		(1,042,774	)		11,898,861			13,516,633			(1,407,841	)
In-kind redemptions		159,016,122			21,624,452			57,754,929			28,449,712			52,725,626
Foreign currencies		—			—			—			—			(194	)
Net realized gain		126,786,066			20,581,678			69,653,790			41,966,345			51,317,591
Net change in unrealized appreciation (depreciation)
on investment securities		186,899,277			16,307,260			(149,768,967	)		5,744,238			25,895,334
Net realized and unrealized gain (loss)		313,685,343			36,888,938			(80,115,177	)		47,710,583			77,212,925
Net increase in net assets resulting from operations	$	330,990,945		$	43,578,561		$	16,612,446		$	60,594,347		$	115,690,724

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

31

Statements of Changes in Net Assets

For the years ended April 30, 2014 and April 30, 2013

	PowerShares BuyBack Achievers™ Portfolio (PKW)						PowerShares Dividend Achievers™ Portfolio (PFM)
	2014			2013			2014			2013
Operations:
Net investment income	$	17,305,602		$	2,572,438		$	6,689,623		$	6,093,821
Net realized gain		126,786,066			13,560,070			20,581,678			12,133,553
Net change in unrealized appreciation (depreciation)		186,899,277			30,026,839			16,307,260			26,678,396
Net increase in net assets resulting from operations		330,990,945			46,159,347			43,578,561			44,905,770
Distributions to Shareholders from:
Net investment income		(10,911,610	)		(2,319,935	)		(6,755,875	)		(6,171,759	)
Shareholder Transactions:
Proceeds from shares sold		3,285,171,345			319,435,178			79,961,620			64,933,146
Value of shares repurchased		(1,118,751,473	)		(84,294,640	)		(62,155,717	)		(59,726,392	)
Net increase (decrease) in net assets resulting from shares transactions		2,166,419,872			235,140,538			17,805,903			5,206,754
Increase (Decrease) in Net Assets		2,486,499,207			278,979,950			54,628,589			43,940,765
Net Assets:
Beginning of year		418,621,332			139,641,382			296,928,372			252,987,607
End of year	$	2,905,120,539		$	418,621,332		$	351,556,961		$	296,928,372
Undistributed net investment income (loss) at end of year	$	6,767,023		$	382,251		$	797,016		$	810,124
Changes in Shares Outstanding:
Shares sold		82,050,000			10,050,000			4,100,000			3,850,000
Shares repurchased		(27,250,000	)		(2,700,000	)		(3,150,000	)		(3,650,000	)
Shares outstanding, beginning of year		12,100,000			4,750,000			16,200,000			16,000,000
Shares outstanding, end of year		66,900,000			12,100,000			17,150,000			16,200,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

32

PowerShares Financial Preferred Portfolio (PGF)						PowerShares High Yield Equity Dividend Achievers™ Portfolio (PEY)						PowerShares International Dividend Achievers™ Portfolio (PID)
2014			2013			2014			2013			2014			2013
$	96,727,623		$	111,756,026		$	12,883,764		$	12,623,486		$	38,477,799		$	18,558,027
	69,653,790			35,624,306			41,966,345			12,693,611			51,317,591			10,566,822
	(149,768,967	)		43,703,045			5,744,238			29,287,799			25,895,334			81,786,224
	16,612,446			191,083,377			60,594,347			54,604,896			115,690,724			110,911,073
	(96,939,622	)		(109,257,015	)		(12,646,964	)		(12,584,468	)		(39,823,589	)		(18,882,785	)
	84,078,357			316,357,552			143,056,402			108,648,485			406,219,189			213,885,031
	(459,644,875	)		(119,429,930	)		(120,376,506	)		(104,362,404	)		(198,773,646	)		(118,768,746	)
	(375,566,518	)		196,927,622			22,679,896			4,286,081			207,445,543			95,116,285
	(455,893,694	)		278,753,984			70,627,279			46,306,509			283,312,678			187,144,573
	1,891,451,969			1,612,697,985			322,475,828			276,169,319			877,340,829			690,196,256
$	1,435,558,275		$	1,891,451,969		$	393,103,107		$	322,475,828		$	1,160,653,507		$	877,340,829
$	(70,006	)	$	4,016,083		$	316,686		$	79,886		$	2,479,352		$	3,008,040
	4,800,000			17,250,000			12,250,000			11,250,000			22,950,000			13,250,000
	(26,300,000	)		(6,600,000	)		(10,300,000	)		(10,800,000	)		(11,200,000	)		(7,400,000	)
	101,300,000			90,650,000			29,950,000			29,500,000			50,800,000			44,950,000
	79,800,000			101,300,000			31,900,000			29,950,000			62,550,000			50,800,000

33

Financial Highlights

PowerShares BuyBack Achievers^™ Portfolio (PKW)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	34.60		$	29.40		$	27.27		$	22.36		$	16.15
Net investment income(a)		0.39			0.37			0.27			0.11			0.19
Net realized and unrealized gain on investments		8.70			5.18			2.12			4.87			6.29
Total from investment operations		9.09			5.55			2.39			4.98			6.48
Distributions to shareholders from:
Net investment income		(0.27	)		(0.35	)		(0.26	)		(0.07	)		(0.27	)
Net asset value at end of year	$	43.42		$	34.60		$	29.40		$	27.27		$	22.36
Market price at end of year(b)	$	43.42		$	34.61		$	29.40		$	27.27		$	22.37
Net Asset Value Total Return(c)		26.36	%		19.08	%		8.91	%		22.34	%		40.46	%
Market Price Total Return(c)		26.32	%		19.11	%		8.91	%		22.29	%		40.43	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	2,905,121		$	418,621		$	139,641		$	43,637		$	38,019
Ratio to average net assets of:
Expenses, after Waivers		0.66	%(d)		0.70	%		0.71	%		0.70	%		0.70	%
Expenses, prior to Waivers		0.66	%(d)		0.70	%		0.79	%		1.00	%		0.97	%
Net investment income, after Waivers		0.95	%		1.21	%		1.00	%		0.49	%		0.98	%
Portfolio turnover rate(e)		92	%		80	%		32	%		26	%		23	%

PowerShares Dividend Achievers^™ Portfolio (PFM)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	18.33		$	15.81		$	15.29		$	13.21		$	10.30
Net investment income(a)		0.39			0.38			0.34			0.31			0.27
Net realized and unrealized gain on investments		2.16			2.52			0.51			2.08			2.96
Total from investment operations		2.55			2.90			0.85			2.39			3.23
Distributions to shareholders from:
Net investment income		(0.38	)		(0.38	)		(0.33	)		(0.31	)		(0.32	)
Net asset value at end of year	$	20.50		$	18.33		$	15.81		$	15.29		$	13.21
Market price at end of year(b)	$	20.50		$	18.32		$	15.80		$	15.29		$	13.21
Net Asset Value Total Return(c)		14.11	%		18.67	%		5.78	%		18.39	%		31.76	%
Market Price Total Return(c)		14.17	%		18.68	%		5.71	%		18.39	%		31.76	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	351,557		$	296,928		$	252,988		$	217,859		$	133,380
Ratio to average net assets of:
Expenses, after Waivers		0.55	%		0.58	%		0.60	%		0.60	%		0.60	%
Expenses, prior to Waivers		0.55	%		0.58	%		0.60	%		0.61	%		0.64	%
Net investment income, after Waivers		2.05	%		2.28	%		2.28	%		2.30	%		2.28	%
Portfolio turnover rate(e)		21	%		18	%		20	%		11	%		18	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the investment companies in which the Fund invests. Estimated investment company expenses are not expenses that are incurred directly by the Fund. They are expenses that are incurred directly by the investment companies and are deducted from the value of the funds that the Fund invests in. The effect of the estimated investment company expenses that you bear indirectly is included in the Fund’s total return.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

34

Financial Highlights (continued)

PowerShares Financial Preferred Portfolio (PGF)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	18.67		$	17.79		$	18.26		$	16.97		$	11.41
Net investment income(a)		1.10			1.18			1.17			1.18			1.31
Net realized and unrealized gain (loss) on investments		(0.68	)		0.85			(0.42	)		1.36			5.61
Total from investment operations		0.42			2.03			0.75			2.54			6.92
Distributions to shareholders from:
Net investment income		(1.10	)		(1.15	)		(1.17	)		(1.21	)		(1.30	)
Return of capital		—			—			(0.05	)		(0.04	)		(0.06	)
Total distributions		(1.10	)		(1.15	)		(1.22	)		(1.25	)		(1.36	)
Net asset value at end of year	$	17.99		$	18.67		$	17.79		$	18.26		$	16.97
Market price at end of year(b)	$	17.98		$	18.70		$	17.83		$	18.28		$	16.93
Net Asset Value Total Return(c)		2.63	%		11.78	%		4.56	%		15.57	%		62.16	%
Market Price Total Return(c)		2.41	%		11.71	%		4.68	%		15.97	%		61.76	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	1,435,558		$	1,891,452		$	1,612,698		$	1,832,516		$	1,714,824
Ratio to average net assets of:
Expenses, after Waivers		0.63	%		0.64	%		0.66	%		0.66	%		0.65	%
Expenses, prior to Waivers		0.63	%		0.64	%		0.66	%		0.66	%		0.65	%
Net investment income, after Waivers		6.28	%		6.47	%		6.76	%		6.75	%		8.30	%
Portfolio turnover rate(d)		30	%		18	%		6	%		26	%		23	%

PowerShares High Yield Equity Dividend Achievers^™ Portfolio (PEY)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	10.77		$	9.36		$	9.06		$	8.44		$	6.12
Net investment income(a)		0.42			0.42			0.35			0.34			0.32
Net realized and unrealized gain on investments		1.54			1.41			0.29			0.63			2.35
Total from investment operations		1.96			1.83			0.64			0.97			2.67
Distributions to shareholders from:
Net investment income		(0.41	)		(0.42	)		(0.34	)		(0.34	)		(0.33	)
Return of capital		—			—			—			(0.01	)		(0.02	)
Total distributions		(0.41	)		(0.42	)		(0.34	)		(0.35	)		(0.35	)
Net asset value at end of year	$	12.32		$	10.77		$	9.36		$	9.06		$	8.44
Market price at end of year(b)	$	12.32		$	10.76		$	9.36		$	9.06		$	8.44
Net Asset Value Total Return(c)		18.61	%		20.16	%		7.37	%		11.91	%		44.59	%
Market Price Total Return(c)		18.72	%		20.05	%		7.37	%		11.91	%		44.58	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	393,103		$	322,476		$	276,169		$	208,471		$	127,424
Ratio to average net assets of:
Expenses, after Waivers		0.55	%		0.57	%		0.60	%		0.60	%		0.60	%
Expenses, prior to Waivers		0.55	%		0.57	%		0.60	%		0.62	%		0.65	%
Net investment income, after Waivers		3.70	%		4.31	%		3.88	%		4.02	%		4.42	%
Portfolio turnover rate(d)		51	%		32	%		35	%		44	%		57	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

35

Financial Highlights (continued)

PowerShares International Dividend Achievers^™ Portfolio (PID)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	17.27		$	15.35		$	16.85		$	14.26		$	10.14
Net investment income(a)		0.67	(b)		0.40			0.48			0.47			0.35
Net realized and unrealized gain (loss) on investments		1.26			1.93			(1.49	)		2.59			4.24
Total from investment operations		1.93			2.33			(1.01	)		3.06			4.59
Distributions to shareholders from:
Net investment income		(0.64	)		(0.41	)		(0.49	)		(0.47	)		(0.47	)
Net asset value at end of year	$	18.56		$	17.27		$	15.35		$	16.85		$	14.26
Market price at end of year(c)	$	18.58		$	17.31		$	15.37		$	16.89		$	14.26
Net Asset Value Total Return(d)		11.50	%		15.63	%		(5.87	)%		21.95	%		45.77	%
Market Price Total Return(d)		11.35	%		15.75	%		(5.97	)%		22.23	%		45.62	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	1,160,654		$	877,341		$	690,196		$	550,282		$	427,783
Ratio to average net assets of:
Expenses, after Waivers		0.54	%		0.56	%		0.55	%		0.58	%		0.57	%
Expenses, prior to Waivers		0.54	%		0.56	%		0.56	%		0.58	%		0.57	%
Net investment income, after Waivers		3.82	%		2.57	%		3.20	%		3.20	%		2.65	%
Portfolio turnover rate(e)		49	%		46	%		33	%		42	%		63	%

^(a)  Based on average shares outstanding.

^(b)  Net investment income per share and the ratio of net investment income to average net assets include a significant dividend during the year. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividend are $0.43 and 2.42%, respectively.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

36

Notes to Financial Statements

PowerShares Exchange-Traded Fund Trust

April 30, 2014

Note 1. Organization

PowerShares Exchange-Traded Fund Trust (the “Trust”) was organized as a Massachusetts business trust on June 9, 2000 and is authorized to have multiple series of portfolios. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of April 30, 2014, the Trust offered fifty-three portfolios. This report includes the following portfolios:

Full Name	Short Name
PowerShares BuyBack Achievers™ Portfolio (PKW)	“BuyBack Achievers™ Portfolio”
PowerShares Dividend Achievers™ Portfolio (PFM)	“Dividend Achievers™ Portfolio”
PowerShares Financial Preferred Portfolio (PGF)	“Financial Preferred Portfolio”
PowerShares High Yield Equity Dividend Achievers™ Portfolio (PEY)	“High Yield Equity Dividend Achievers™ Portfolio”
PowerShares International Dividend Achievers™ Portfolio (PID)	“International Dividend Achievers™ Portfolio”

Each portfolio (each, a “Fund,” and collectively, the “Funds”) represents a separate series of the Trust. The shares of the Funds are referred to herein as “Shares” or “Fund’s Shares.” Each Fund’s Shares are listed and traded on NYSE Arca, Inc.

The market prices of each Fund’s Shares may differ to some degree from the Fund’s net asset value (“NAV”). Unlike conventional mutual funds, each Fund issues and redeems Shares on a continuous basis, at NAV, only in a large specified number of Shares, each called a “Creation Unit.” Creation Units are issued and redeemed in exchange for the deposit or delivery of a basket of securities (“Deposit Securities”). Except when aggregated in Creation Units by Authorized Participants, the Shares are not individually redeemable securities of the Funds.

The investment objective of each Fund is to seek investment results that generally correspond (before fees and expenses) to the price and yield of its respective index listed below (each, an “Underlying Index”):

Fund	Underlying Index
BuyBack Achievers™ Portfolio	NASDAQ US BuyBack Achievers™ Index
Dividend Achievers™ Portfolio	NASDAQ US Broad Dividend Achievers™ Index
Financial Preferred Portfolio	Wells Fargo® Hybrid & Preferred Securities Financial Index
High Yield Equity Dividend Achievers™ Portfolio	NASDAQ US Dividend Achievers™ 50 Index
International Dividend Achievers™ Portfolio	NASDAQ International Dividend Achievers™ Index

Note 2. Significant Accounting Policies

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements, including estimates and assumptions related to taxation. Actual results could differ from these estimates. In addition, the Funds monitor for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

A. Security Valuation

Securities, including restricted securities, are valued according to the following policies.

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining NAV per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day NAV per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

37

Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Securities with a demand feature exercisable within one to seven days are valued at par. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the London world markets. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that Invesco PowerShares Capital Management LLC (the “Adviser”) determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith following procedures approved by the Board of Trustees. Issuer-specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

Each Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain of each Fund’s investments.

Valuations change in response to many factors, including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B. Other Risks

Index Risk. Unlike many investment companies, the Funds do not utilize investing strategies that seek returns in excess of their Underlying Indexes. Therefore, a Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from its respective Underlying Index, even if that security generally is underperforming.

Equity Risk. Equity risk is the risk that the value of the securities that each Fund holds will fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities that a Fund holds participate or factors relating to specific companies in which the Funds invest. For example, an adverse event, such as an unfavorable earnings report, may depress the value of securities a Fund holds; the price of securities 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 securities a Fund holds. In addition, securities of an issuer in the 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.

Industry Concentration Risk. In following its methodology, each Fund’s Underlying Index from time to time may be concentrated to a significant degree in securities of issuers located in a single industry or a sector. To the extent that an Underlying Index concentrates in the securities of issuers in a particular industry or sector, each Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or sector, a Fund may face more risks than if it were diversified broadly over

38

numerous industries or sectors. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole. Any factors detrimental to the performance of such industry or sector will disproportionately impact a Fund’s NAV.

Non-Diversified Fund Risk. BuyBack Achievers^™ Portfolio and Financial Preferred Portfolio are non-diversified and can invest a greater portion of their assets in securities of individual issuers than diversified funds. As a result, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase a Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on a Fund’s performance.

Non-Correlation Risk. Each Fund’s return may not match the return of its Underlying Index for a number of reasons. For example, each 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 each Fund and its Underlying Index may vary due to asset valuation differences and differences between each Fund’s portfolio and its Underlying Index resulting from legal restrictions, cost or liquidity constraints.

Sampling Risk. Financial Preferred Portfolio’s use of a representative sampling approach will result in the Fund holding a smaller number of securities than are in its Underlying Index. As a result, an adverse development to an issuer of securities that the Fund holds could result in a greater decline in NAV than would be the case if the Fund held all of the securities in its Underlying Index. To the extent the assets in the Fund are smaller, these risks will be greater.

Small and Medium Capitalization Company Risk. Investing in securities of small and medium capitalization companies involves greater risk than customarily is 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 small and medium capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.

High Dividend Paying Securities Risk. Dividend Achievers^™ Portfolio, High Yield Equity Dividend Achievers^™ Portfolio and International Dividend Achievers^™ Portfolio invest in securities that pay high dividends. As a group, these securities can fall out of favor with the market, causing such companies to underperform companies that do not pay high dividends. Also, changes in the dividend policies of the companies in an Underlying Index and the capital resources available for such companies’ dividend payments may affect a Fund.

Foreign Securities Risk. For Financial Preferred Portfolio and International Dividend Achievers^™ Portfolio, investments in foreign securities involve risks in addition to the risks associated with domestic securities. In general, foreign companies are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about these companies. Moreover, foreign companies often are subject to less stringent requirements regarding accounting, auditing, financial reporting and record-keeping than are U.S. companies. Therefore, not all material information regarding these companies will be available.

In addition, securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers generally are subject to less government and exchange scrutiny and regulation than their U.S. counterparts. In addition, differences in clearance and settlement procedures in foreign markets may cause delays in settlement of a Fund’s trades effected in those markets and could result in losses to a Fund due to subsequent declines in the value of the securities subject to the trades. Depositary receipts also involve substantially identical risks to those associated with investments in foreign securities. Additionally, the issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, have no obligation to distribute shareholder communications to the holders of such receipts or to pass through to them any voting rights with respect to the deposited securities.

High Yield Securities Risk. For Financial Preferred Portfolio and High Yield Equity Dividend Achievers^™ Portfolio, high yield securities typically involve greater risk and are less liquid than higher grade issues. Changes in general economic conditions, changes in the financial condition of the issuers and changes in interest rates may adversely impact the ability of issuers of high yield securities to make timely payments of interest and principal.

Preferred Securities Risk. Financial Preferred Portfolio faces special risks associated with investing in preferred securities. Preferred securities may include provisions that permit the issuer, in its discretion, to defer or omit distributions for a certain period of time. If the Fund owns a security that is deferring or omitting its distributions, the Fund may be required to report the distribution on its tax returns, even though it may not have received this income. Further, preferred securities may lose substantial value due to the omission or deferment of dividend payments. Preferred securities may be less liquid than many other securities, such as common stocks, and generally offer no voting rights with respect to the issuer. Preferred securities also may be subordinated to bonds or other debt instruments in an issuer’s capital structure, subjecting them to a greater risk of non-payment than more senior securities. In addition, in certain circumstances, an issuer of preferred securities may redeem the securities prior to a specified date, and this may negatively impact the return of the security.

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C. Federal Income Taxes

Each Fund intends to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute substantially all of the Fund’s taxable earnings to its shareholders. As such, the Funds will not be subject to federal income taxes on otherwise taxable income (including net realized gains) that is distributed to the shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These timing differences are primarily due to differing book and tax treatments for in-kind transactions, losses deferred due to wash sales, and passive foreign investment company adjustments, if any.

The Funds file U.S. federal tax returns and tax returns in certain other jurisdictions. Generally, a Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

D. Investment Transactions and Investment Income

Investment transactions are accounted for on a trade date basis. Realized gains and losses from the sale or disposition of securities are computed on the specific identified cost basis. Interest income is recorded on the accrual basis. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Realized gains, dividends and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

Corporate actions (including cash dividends) are recorded net of non-reclaimable foreign tax withholdings on the ex-dividend date.

E. Expenses

Expenses of the Trust that are directly identifiable to a specific Fund are applied to that Fund. Expenses of the Trust that are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund.

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, sub-licensing fees related to its respective Underlying Index, any distribution fees or expenses, litigation expenses, fees payable to the Trust’s Board members who are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”) or the Adviser, expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for the Independent Trustees, acquired fund fees and expenses, if any, and extraordinary expenses.

To the extent a Fund invests in other investment companies, the expenses shown in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the investment companies in which it invests. The effects of such investment companies’ expenses are included in the realized and unrealized gain or loss on the investments in the investment companies.

F. Dividends and Distributions to Shareholders

Each Fund (except for High Yield Dividend Achievers^™ Portfolio and Financial Preferred Portfolio, which declare and pay dividends from net investment income, if any, monthly) declares and pays dividends from net investment income, if any, to its shareholders quarterly and records such dividends on ex-dividend date. Generally, each Fund distributes net realized taxable capital gains, if any, annually in cash and records them on ex-dividend date. Such distributions on a tax basis are determined in conformity with federal income tax regulations, which may differ from GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in such Fund’s financial statements as a tax return of capital at fiscal period-end.

G. Securities Lending

BuyBack Achievers^™ Portfolio, Financial Preferred Portfolio, High Yield Equity Dividend Achievers^™ Portfolio and International Dividend Achievers^™ Portfolio may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by cash collateral equal to no less than 102% of the market value of the loaned securities determined daily by the securities lending provider. Cash collateral received in connection with these loans is invested in an affiliated money market fund and is shown as such on the Schedule of Investments. It is the policy of the Fund to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to a Fund if, and to the extent that, the market value of the securities loaned were to increase, and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and

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the securities may be purchased on the open market to replace the loaned securities. A Fund could experience delays and costs in gaining access to the collateral. A Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Securities lending income on the Statements of Operations. The aggregate value of securities out on loan is shown on the Statements of Assets and Liabilities, if any.

Note 3. Investment Advisory Agreement and Other Agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser pursuant to which the Adviser has overall responsibility for the selection and ongoing monitoring of the Funds’ investments, managing the Funds’ business affairs and providing certain clerical, bookkeeping and other administrative services. Each Fund has agreed to pay the Adviser an annual fee of 0.40% of the Fund’s average daily net assets, except for BuyBack Achievers^™ Portfolio and Financial Preferred Portfolio, each of which pay the Adviser an annual fee of 0.50% of the Fund’s average daily net assets.

The Adviser has entered into an Amended and Restated Excess Expense Agreement (the “Expense Agreement”) with the Trust on behalf of each fund, pursuant to which the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses (excluding interest expenses, brokerage commissions and other trading expenses, sub-licensing fees, offering costs, taxes, acquired fund fees and expenses, if any, and extraordinary expenses) of each Fund (except for BuyBack Achievers^™ Portfolio and Financial Preferred Portfolio) from exceeding 0.50% of the Fund’s average daily net assets per year (0.60% of the Fund’s average daily net assets per year for the BuyBack Achievers^™ Portfolio and Financial Preferred Portfolio) (the “Expense Cap”), through at least August 31, 2015. Offering costs excluded from the Expense Cap are: (a) initial legal fees pertaining to the Funds’ Shares offered for sale; (b) initial Securities and Exchange Commission and state registration fees; and (c) initial fees paid to be listed on an exchange. Unless the Adviser continues the Expense Agreement, it will terminate on August 31, 2015. The Expense Agreement cannot be terminated during its term. For each portfolio, the Adviser did not waive fees and/or pay Fund expenses during the period under this Expense Cap.

Further, through August 31, 2015, the Adviser has contractually agreed to waive a portion of the Fund’s management fee in an amount equal to 100% of the net advisory fees an affiliate of the Adviser receives that are attributable to certain of the Fund’s investments in money market funds managed by that affiliate (excluding investments of cash collateral from securities lending). The Adviser cannot discontinue this waiver prior to its expiration.

For the fiscal year ended April 30, 2014, the Adviser waived fees and/or paid Fund expenses for each Fund, in the following amounts:

BuyBack Achievers™ Portfolio	$	847
Dividend Achievers™ Portfolio		232
Financial Preferred Portfolio		2,567
High Yield Equity Dividend Achievers™ Portfolio		379
International Dividend Achievers™ Portfolio		772

The Expense Agreement provides that the fees waived or expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fee was waived or expense was borne by the Adviser, but no recapture payment will be made by a Fund if it would result in the Fund exceeding its Expense Cap as specified above.

For the fiscal year ended April 30, 2014, there were no amounts available for potential recapture by the Adviser under the Expense Agreement.

The Trust has entered into a Distribution Agreement with Invesco Distributors, Inc. (the “Distributor”), which serves as the distributor of Creation Units for each Fund. The Distributor does not maintain a secondary market in the Shares. The Funds are not charged any fees pursuant to the Distribution Agreement. The Distributor is an affiliate of the Adviser.

The Adviser has entered into a licensing agreement for each Fund with the following entities (each, a “Licensor”):

Fund	Licensor
BuyBack Achievers™ Portfolio	NASDAQ OMX Group, Inc.
Dividend Achievers™ Portfolio	NASDAQ OMX Group, Inc.
Financial Preferred Portfolio	Wells Fargo Securities, LLC
High Yield Equity Dividend Achievers™ Portfolio	NASDAQ OMX Group, Inc.
International Dividend Achievers™ Portfolio	NASDAQ OMX Group, Inc.

Each Underlying Index name trademark is owned by its respective Licensor. These trademarks have been licensed to the Adviser for use by the Funds. Each Fund is entitled to use its Underlying Index pursuant to the Trust’s sub-licensing agreement with the Adviser. The Funds are required to pay the sub-licensing fees that are shown on the Statements of Operations. The Funds are not sponsored, endorsed, sold or promoted by the Licensors, and the Licensors make no representation regarding the advisability of investing in any of the Funds.

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The Trust has entered into service agreements whereby The Bank of New York Mellon, a wholly-owned subsidiary of The Bank of New York Mellon Corporation, serves as the administrator, custodian, fund accountant and transfer agent for each Fund.

Note 4. Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 — Prices are determined using quoted prices in an active market for identical assets.

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

As of April 30, 2014, all of the securities in each Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

Note 5. Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2014 and 2013:

	2014		2013
	Ordinary Income		Ordinary Income
BuyBack Achievers™ Portfolio	$	10,911,610	$	2,319,935
Dividend Achievers™ Portfolio		6,755,875		6,171,759
Financial Preferred Portfolio		96,939,622		108,100,715
High Yield Equity Dividend Achievers™ Portfolio		12,646,964		12,584,468
International Dividend Achievers™ Portfolio		39,823,589		18,882,785

Tax Components of Net Assets at Fiscal Year-End:

	Undistributed Ordinary Income		Temporary Book/Tax Differences			Net Unrealized Appreciation— Investment Securities		Capital Loss Carryforward			Post-October Capital Loss Deferrals*			Shares of Beneficial Interest		Total Net Assets
BuyBack Achievers™ Portfolio	$	6,790,645	$	(23,622	)	$	212,932,340	$	(17,966,329	)	$	(20,182,345	)	$	2,723,569,850	$	2,905,120,539
Dividend Achievers™ Portfolio		814,874		(17,858	)		71,967,508		(19,568,323	)		(533,372	)		298,894,132		351,556,961
Financial Preferred Portfolio		—		(70,006	)		78,236,812		(26,697,729	)		(2,497,244	)		1,386,586,442		1,435,558,275
High Yield Equity Dividend Achievers™ Portfolio		336,627		(19,941	)		40,030,425		(129,426,836	)		—			482,182,832		393,103,107
International Dividend Achievers™ Portfolio		2,517,747		(38,395	)		115,131,535		(256,255,992	)		—			1,299,298,612		1,160,653,507

* The Funds will elect to defer net capital losses incurred after October 31 (“Post-October Capital Losses”) within the taxable year that are deemed to arise on the first business day of each Fund’s next taxable year.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Funds to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses

42

with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The following Funds have capital loss carryforwards as of April 30, 2014, which expire as follows:

											Post-effective no expiration						Utilized		Expired
	2015		2016		2017		2018		2019		Short-term		Long-term		Total*
BuyBack Achievers™ Portfolio	$	—	$	2,915,681	$	800,254	$	12,142,749	$	2,107,645	$	—	$	—	$	17,966,329	$	5,112,463	$	—
Dividend Achievers™ Portfolio		—		50,943		1,716,151		14,632,363		2,339,194		271,124		558,548		19,568,323		76,569		7,896
Financial Preferred Portfolio		—		10,308,236		9,034,558		7,354,935		—		—		—		26,697,729		11,880,150		—
High Yield Equity Dividend Achievers™ Portfolio		—		936,776		81,487,358		44,815,128		2,187,574		—		—		129,426,836		12,848,630		—
International Dividend Achievers™ Portfolio		148,582		1,975,339		59,472,841		145,514,837		11,745,409		28,743,478		8,655,506		256,255,992		—		—

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

Note 6. Investment Transactions

For the fiscal year ended April 30, 2014, the cost of securities purchased and proceeds from sales of securities, excluding short-term securities, U.S. Treasury obligations, money market funds and in-kind transactions, were as follows:

	Purchases		Sales
BuyBack Achievers™ Portfolio	$	1,696,162,813	$	1,686,096,225
Dividend Achievers™ Portfolio		75,668,678		69,360,848
Financial Preferred Portfolio		465,991,239		539,420,172
High Yield Equity Dividend Achievers™ Portfolio		177,663,032		177,042,725
International Dividend Achievers™ Portfolio		506,011,488		499,535,086

For the fiscal year ended April 30, 2014, in-kind transactions associated with creations and redemptions were as follows:

	Cost of Securities Received		Value of Securities Delivered
BuyBack Achievers™ Portfolio	$	3,281,285,886	$	1,118,333,933
Dividend Achievers™ Portfolio		73,920,797		61,982,671
Financial Preferred Portfolio		68,292,230		404,673,008
High Yield Equity Dividend Achievers™ Portfolio		143,022,400		120,472,304
International Dividend Achievers™ Portfolio		404,437,933		200,219,031

Gains (losses) on in-kind transactions are generally not considered taxable gains (losses) for federal income tax purposes.

At April 30, 2014, the aggregate cost and the net unrealized appreciation of investments for tax purposes were as follows:

	Cost		Net Unrealized Appreciation		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)
BuyBack Achievers™ Portfolio	$	2,727,711,969	$	212,932,340	$	244,071,272	$	(31,138,932	)
Dividend Achievers™ Portfolio		279,568,738		71,967,508		72,507,128		(539,620	)
Financial Preferred Portfolio		1,369,841,523		78,236,812		107,682,813		(29,446,001	)
High Yield Equity Dividend Achievers™ Portfolio		365,900,340		40,030,425		41,581,345		(1,550,920	)
International Dividend Achievers™ Portfolio		1,215,278,160		115,131,535		135,506,005		(20,374,470	)

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Note 7. Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of in-kind transactions on April 30, 2014, amounts were reclassified between undistributed net investment income (loss), undistributed net realized gain (loss) and shares of beneficial interest. These reclassifications had no effect on the net assets of each Fund. For the fiscal year ended April 30, 2014, the reclassifications were as follows:

	Undistributed Net Investment Income (Loss)			Undistributed Net Realized Gain (Loss)			Shares of Beneficial Interest
BuyBack Achievers™ Portfolio	$	(9,220	)	$	(151,691,337	)	$	151,700,557
Dividend Achievers™ Portfolio		53,144			(20,864,246	)		20,811,102
Financial Preferred Portfolio		(3,874,090	)		(56,797,927	)		60,672,017
High Yield Equity Dividend Achievers™ Portfolio		—			(27,487,654	)		27,487,654
International Dividend Achievers™ Portfolio		817,102			(51,382,654	)		50,565,552

Note 8. Trustees’ and Officer’s Fees

Trustees’ and Officer’s Fees include amounts accrued by the Funds to pay remuneration to the Independent Trustees and Officer of the Funds. The Trustee who is an “interested person” (the “Non-Independent Trustee”) of the Trust does not receive any Trustees’ fees.

The Trust has adopted a deferred compensation plan (the “Plan”). Under the Plan, an Independent Trustee who has executed a Deferred Fee Agreement (a “Participating Trustee”) may defer receipt of all or a portion of his compensation (“Deferral Fees”). Such Deferral Fees are deemed to be invested in select PowerShares Funds. The Deferral Fees payable to the Participating Trustee are valued as of the date such Deferral Fees would have been paid to the Participating Trustee. The value increases with contributions or with increases in the value of the Shares selected, and the value decreases with distributions or with declines in the value of the Shares selected. Obligations under the deferred compensation plan represent unsecured claims against the general assets of the Funds.

Note 9. Capital

Shares are created and redeemed by each Fund only in Creation Units of 50,000 Shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Funds. Such transactions are generally permitted in exchange for Deposit Securities, with a balancing cash component to equate the transaction to the NAV per Share of a Fund of the Trust on the transaction date. However, for all Funds, cash in an amount equivalent to the value of certain securities may be substituted, generally when the securities are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances.

To the extent that the Funds permit transactions in exchange for Deposit Securities, each Fund may issue Shares in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the market value of the missing Deposit Securities. In accordance with each Fund’s Participant Agreement, Creation Units will be issued to an Authorized Participant, notwithstanding the fact that the corresponding Deposit Securities have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral consisting of cash in the form of U.S. dollars in immediately available funds having a value (marked-to-market daily) at least equal to 105%, which the Adviser may change from time to time, of the value of the missing Deposit Securities.

Transactions in each Fund’s Shares are disclosed in detail in the Statements of Changes in Net Assets.

Note 10. Indemnifications

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Each Independent Trustee is also indemnified against certain liabilities arising out of the performance of his duties to the Trust pursuant to an Indemnification Agreement between the Independent Trustee and the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust believes the risk of loss to be remote.

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of PowerShares Exchange-Traded Fund Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PowerShares Buyback Achievers^TM Portfolio, PowerShares Dividend Achievers^TM Portfolio, PowerShares Financial Preferred Portfolio, PowerShares High Yield Equity Dividend Achievers^TM Portfolio and PowerShares International Dividend Achievers^TM Portfolio (each an individual portfolio of PowerShares Exchange-Traded Fund Trust, hereafter referred to as the “Funds”) at April 30, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, IL

June 24, 2014

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Fees and Expenses

As a shareholder of a Fund of the PowerShares Exchange-Traded Fund Trust, you incur advisory fees and other Fund expenses. The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held through the six-month period ended April 30, 2014.

In addition to the fees and expenses which the PowerShares BuyBack Achievers^™ Portfolio (the “Portfolio”) bears directly, the Portfolio indirectly bears a pro rata share of the fees and expenses of the investment companies in which the Portfolio invests. The amount of fees and expenses incurred indirectly by the Portfolio will vary because the investment companies have varied expenses and fee levels and the Portfolio may own different proportions of the investment companies at different times. Estimated investment companies’ expenses are not expenses that are incurred directly by the Portfolio. They are expenses that are incurred directly by the investment companies and are deducted from the value of the investment companies the Portfolio invests in. The effect of the estimated investment companies’ expenses that you bear indirectly are included in the Portfolio’s total returns.

Actual Expenses

The first line in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line in the following table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed annualized rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs, such as sales charges and brokerage commissions. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, expenses shown in the table do not include the expenses of the underlying funds, which are borne indirectly by a Fund. If transaction costs and indirect expenses were included, your costs would have been higher.

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Number of Days in the Period			Expenses Paid During the Six-Month Period(1)
PowerShares BuyBack Achievers™ Portfolio (PKW)
Actual	$	1,000.00	$	1,067.09		0.66	%	$	3.38
Hypothetical (5% return before expenses)		1,000.00		1,021.52		0.66			3.31
PowerShares Dividend Achievers™ Portfolio (PFM)
Actual		1,000.00		1,068.95		0.55			2.82
Hypothetical (5% return before expenses)		1,000.00		1,022.07		0.55			2.76
PowerShares Financial Preferred Portfolio (PGF)
Actual		1,000.00		1,074.33		0.62			3.19
Hypothetical (5% return before expenses)		1,000.00		1,021.72		0.62			3.11
PowerShares High Yield Equity Dividend Achievers™ Portfolio (PEY)
Actual		1,000.00		1,088.76		0.55			2.85
Hypothetical (5% return before expenses)		1,000.00		1,022.07		0.55			2.76

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Fees and Expenses (continued)

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Number of Days in the Period			Expenses Paid During the Six-Month Period(1)
PowerShares International Dividend Achievers™ Portfolio (PID)
Actual	$	1,000.00	$	1,061.13		0.54	%	$	2.76
Hypothetical (5% return before expenses)		1,000.00		1,022.12		0.54			2.71

⁽¹⁾  Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six-month period ended April 30, 2014. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value for the period, then multiplying the result by 181/365. Expense ratios for the most recent half-year may differ from expense ratios based on the annualized data in the Financial Highlights.

47

Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

Each Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended April 30, 2014:

Federal Income Tax Information

	Qualified Dividend Income*			Dividends-Received Deduction*
BuyBack Achievers™ Portfolio		100	%		100	%
Dividend Achievers™ Portfolio		100	%		100	%
Financial Preferred Portfolio		100	%		54	%
High Yield Equity Dividend Achievers™ Portfolio		100	%		100	%
International Dividend Achievers™ Portfolio		88	%		0	%

* The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

The following Fund intends to elect to pass through to shareholders the credit for taxes paid to foreign countries. The gross foreign source income and foreign taxes paid are as follows:

	Foreign Source Income			Foreign Taxes
International Dividend Achievers™ Portfolio		$	35,332,256		$	1,197,899

48

Trustees and Officers

The Independent Trustees, the Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by each Trustee and the other directorships, if any, held by each Trustee are shown below.

The Trustees and officers information is current as of April 30, 2014.

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Ronn R. Bagge (1958) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Founder and Principal, YQA Capital Management LLC (1998-Present); formerly Owner/CEO of Electronic Dynamic Balancing Co., Inc. (high-speed rotating equipment service provider).	114	None
Todd J. Barre (1957) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2010	Assistant Professor of Business, Trinity Christian College (2010-Present); formerly Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001), BMO Financial Group/Harris Private Bank.	114	None
Marc M. Kole (1960) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2006	Chief Financial Officer, Hope Network (social services) (2008-2012); formerly, Assistant Vice President and Controller, Priority Health (health insurance) (2005-2008); Senior Vice President of Finance, United Healthcare (2004-2005); Senior Vice President of Finance, Oxford Health Plans (2000-2004).	114	None
Yung Bong Lim (1964) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Managing Partner, Residential Dynamics Group LLC (2008-Present); formerly, Managing Director, Citadel Investment Group, L.L.C. (1999-2007).	114	None
Philip M. Nussbaum (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Chairman, Performance Trust Capital Partners (2004-Present).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

49

Trustees and Officers (continued)

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Gary R. Wicker (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries (publishing company) (2013-Present); formerly, Executive Vice President and Chief Financial Officer, Zondervan Publishing (a division of Harper Collins/NewsCorp) (2007-2012); Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999), divisions of The Thomson Corporation (information services provider).	114	None
Donald H. Wilson (1959) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Chairman of the Board and Trustee	Chairman since 2012; Trustee since 2006	Chairman, President and Chief Executive Officer, Community Financial Shares, Inc. and Community Bank—Wheaton/Glen Ellyn (subsidiary) (2013-Present); Chairman and Chief Executive Officer, Stone Pillar Advisers, Ltd. (2010-Present); formerly, Chief Operating Officer, AMCORE Financial, Inc. (bank holding company) (2007-2009); Executive Vice President and Chief Financial Officer, AMCORE Financial, Inc. (2006-2007); Senior Vice President and Treasurer, Marshall & Ilsley Corp. (bank holding company) (1995-2006).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

50

Trustees and Officers (continued)

The Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Non-Independent Trustee and the other directorships, if any, held by the Non-Independent Trustee are shown below.

Name, Address and Age of Non-Independent Trustee	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Non-Independent Trustee	Other Directorships Held by Non-Independent Trustee During the Past 5 Years
Kevin M. Carome (1956) Invesco Ltd. Two Peachtree Pointe 1555 Peachtree St., N.E., Suite 1800 Atlanta, GA 30309	Trustee	Since 2010	Senior Managing Director, Secretary and General Counsel, Invesco Ltd. (2006-Present); Director, Invesco Advisers, Inc. (2009-Present); Director, Invesco Advisers, Inc., Invesco Finance PLC, INVESCO Funds Group, Inc., and Invesco Holding Company Limited; Director and Executive Vice President, Invesco Finance, Inc., Invesco Group Services, Inc., Invesco Investments (Bermuda) Ltd., Invesco North American Holdings, Inc., and IVZ, Inc.; Director and Secretary, IVZ Bahamas Private Limited; formerly, Senior Vice President, Secretary and General Counsel, Invesco Advisers, Inc. (2003-2005); Senior Vice President and General Counsel, Liberty Financial Companies, Inc. (2000-2001); General Counsel of certain investment management subsidiaries of Liberty Financial Companies, Inc. (1998-2000); Associate General Counsel, Liberty Financial Companies, Inc. (1993-1998); Associate, Ropes & Gray LLP.	114	None

* This is the date the Non-Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

51

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Andrew Schlossberg (1974) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046	President	Since 2009	Director, Invesco Distributors, Inc. (2012-Present); Managing Director—U.S. Strategy and Marketing, Invesco PowerShares Capital Management LLC (2010-Present); Managing Director, U.S. head of business strategy and chief marketing officer for Invesco Ltd. in the United States (2008-Present); Director, Invesco Distributors, Inc. (2012-Present); and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present); formerly, Mr. Schlossberg served in multiple roles within Invesco, including head of corporate development, as well as global leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions (2002-2007).
Peter Hubbard (1981) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2009	Vice President and Director of Portfolio Management—Invesco PowerShares Capital Management LLC (2008-Present); formerly, Portfolio Manager, Invesco PowerShares Capital Management LLC (2007-2008); Research Analyst, Invesco PowerShares Capital Management LLC (2005-2007); Research Analyst and Trader, Ritchie Capital, a hedge fund operator (2003-2005).
David Warren (1957) Invesco Canada Ltd. 5140 Yonge Street Suite 900, Toronto, Ontario M2N 6X7	Vice President	Since 2009	Managing Director—Chief Administrative Officer, Americas, Invesco PowerShares Capital Management LLC; Senior Vice President, Invesco Advisers, Inc. (2009-Present); Director, Executive Vice President and Chief Financial Officer, Invesco Inc. (2009–Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) and Chief Administrative Officer, North American Retail, Invesco Ltd. (2007-Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Invesco Canada Holdings Inc. (2002–Present), Invesco Corporate Class Inc., and Invesco Canada Fund Inc.; Director, Executive Vice President and Chief Financial Officer, Invesco, Inc.; formerly, Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) (2000-2006).
Sheri Morris (1964) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Vice President	Since 2012	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present) and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; formerly, Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
Rudolf E. Reitmann (1971) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global Exchange Traded Funds Operations, Invesco PowerShares Capital Management LLC (since 2013).

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

52

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Daniel E. Draper (1968) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Senior Vice President, Invesco Distributors, Inc. (since 2014); Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Managing Director, Invesco PowerShares Global ETFs (since 2013); formerly, Managing Director, Credit Suisse Asset Management (2010–2013) and Lyxor Asset Management/Societe Generale (2007–2010).
Steven M. Hill (1964) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President and Treasurer	Since 2013	Vice President and Treasurer of PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global ETF Administration, Invesco PowerShares Capital Management LLC (since 2011); formerly, Senior Managing Director and Chief Financial Officer, Destra Capital Management LLC and its subsidiaries (2010-2011); Chief Financial Officer, Destra Investment Trust and Destra Investment Trust II (2010-2011); Senior Managing Director, Claymore Securities, Inc. (2003-2010); and Chief Financial Officer, Claymore sponsored mutual funds (2003-2010).
Christopher Joe (1969) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Chief Compliance Officer	Since 2012	U.S. Compliance Director, Invesco, Ltd. (since 2006); formerly, Chief Compliance Officer, Invesco Investment Advisers, LLC (registered investment adviser) (2010-2013); formerly, Assistant Fund Accounting Manager, Invesco, Ltd. (1998-1999).
Anna Paglia (1974) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Secretary	Since 2011	Secretary, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (2011-Present); Head of Legal, Invesco PowerShares Capital Management LLC (2010-Present); formerly, Partner, K&L Gates LLP (formerly, Bell Boyd & Lloyd LLP) (2007-2010); Associate Counsel at Barclays Global Investors Ltd. (2004-2006).

Availability of Additional Information About the Trustees

The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request at (800) 983-0903.

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

53

Board Considerations Regarding Continuation of Investment Advisory Agreement

At a meeting held on April 17, 2014, the Board of Trustees of the PowerShares Exchange-Traded Fund Trust (the “Trust”), including the Independent Trustees, approved the continuation of the Investment Advisory Agreement between Invesco PowerShares Capital Management LLC (the “Adviser”) and the Trust for the following 51 series (each, a “Fund” and collectively, the “Funds”):

PowerShares Aerospace & Defense Portfolio

PowerShares BuyBack Achievers™ Portfolio

PowerShares Cleantech™ Portfolio

PowerShares Dividend Achievers^TM Portfolio

PowerShares DWA Momentum Portfolio

PowerShares DWA Basic Materials Momentum Portfolio

PowerShares DWA Consumer Cyclicals Momentum Portfolio

PowerShares DWA Consumer Staples Momentum Portfolio

PowerShares DWA Energy Momentum Portfolio

PowerShares DWA Financial Momentum Portfolio

PowerShares DWA Healthcare Momentum Portfolio

PowerShares DWA Industrials Momentum Portfolio

PowerShares DWA NASDAQ Momentum Portfolio

PowerShares DWA Technology Momentum Portfolio

PowerShares DWA Utilities Momentum Portfolio

PowerShares Dynamic Biotechnology & Genome Portfolio

PowerShares Dynamic Building & Construction Portfolio

PowerShares Dynamic Energy Exploration & Production Portfolio

PowerShares Dynamic Food & Beverage Portfolio

PowerShares Dynamic Large Cap Growth Portfolio

PowerShares Dynamic Large Cap Value Portfolio

PowerShares Dynamic Leisure and Entertainment Portfolio

PowerShares Dynamic Market Portfolio

PowerShares Dynamic Media Portfolio

PowerShares Dynamic Networking Portfolio

PowerShares Dynamic Oil & Gas Services Portfolio

PowerShares Dynamic Pharmaceuticals Portfolio

PowerShares Dynamic Retail Portfolio

PowerShares Dynamic Semiconductors Portfolio

PowerShares Dynamic Software Portfolio

PowerShares Financial Preferred Portfolio

PowerShares FTSE RAFI US 1000 Portfolio

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio

PowerShares Fundamental Pure Large Core Portfolio

PowerShares Fundamental Pure Large Growth Portfolio

PowerShares Fundamental Pure Large Value Portfolio

PowerShares Fundamental Pure Mid Core Portfolio

PowerShares Fundamental Pure Mid Growth Portfolio

PowerShares Fundamental Pure Mid Value Portfolio

PowerShares Fundamental Pure Small Core Portfolio

PowerShares Fundamental Pure Small Growth Portfolio

PowerShares Fundamental Pure Small Value Portfolio

PowerShares Global Listed Private Equity Portfolio

PowerShares Golden Dragon China Portfolio

PowerShares High Yield Equity Dividend Achievers ^TM Portfolio

PowerShares International Dividend Achievers^TM Portfolio

PowerShares S&P 500^® High Quality Portfolio

PowerShares Water Resources Portfolio

PowerShares WilderHill Clean Energy Portfolio

PowerShares WilderHill Progressive Energy Portfolio

PowerShares Zacks Micro Cap Portfolio

The Trustees reviewed information from the Adviser describing: (i) the nature, extent and quality of services provided, (ii) the investment performance of the Funds and the Adviser, (iii) the costs of services provided and estimated profits realized by the Adviser, (iv) the extent to which economies of scale are realized as a Fund grows, (v) whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders, (vi) comparisons of services rendered to and amounts paid by other registered investment companies and (vii) any benefits realized by the Adviser from its relationship with each Fund. Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund. No single factor was determinative in the Board’s analysis.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the Adviser’s services, the Trustees reviewed information concerning the functions performed by the Adviser for the Funds, information describing the Adviser’s current organization and staffing, including operational support provided by the Adviser’s parent organization, Invesco Ltd., and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed matters related to the Adviser’s execution of portfolio transactions on behalf of the Funds. The Trustees also reviewed information on the performance of the Funds, their underlying indexes and their primary benchmarks for the one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2013, as applicable, including reports for each of those periods on the correlation and tracking error between each Fund’s performance and the performance of its underlying index, as well as the Adviser’s analysis of the tracking error between each Fund and its underlying index. In reviewing the tracking error report, the Trustees considered information provided by Ibbotson Associates, a consultant to the Independent Trustees, with respect to general expected tracking error ranges and various

54

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

explanations for any tracking error. The Trustees noted that for each applicable period the correlation and tracking error for each Fund was within the targeted range set forth in the Trust’s registration statement. The Trustees concluded that each Fund was correlated to its underlying index and that the tracking error for each Fund was within an acceptable range given that Fund’s particular circumstances.

The Trustees also considered the services provided by the Adviser in its oversight of the Funds’ administrator, custodian and transfer agent. They noted the significant amount of time, effort and resources that had been devoted to this oversight function.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided by the Adviser to the Funds under the Investment Advisory Agreement were appropriate and reasonable.

Fees, Expenses and Profitability. The Trustees reviewed and discussed the information provided by the Adviser on each Fund’s advisory fee and net expense ratio, as compared to information compiled by the Adviser from Lipper Inc. databases on the advisory fees and net expense ratios of comparable exchange-traded funds (“ETFs”), open-end (non-ETF) index funds and open-end actively-managed funds. The Trustees noted that the annual advisory fee charged to each Fund is:

— 0.50% of the Fund’s average daily net assets for each Fund other than PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers^TM Portfolio, PowerShares International Dividend Achievers^TM Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio;

— 0.40% of the Fund’s average daily net assets for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio; and

— 0.29% of the Fund’s average daily net assets for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio.

The Trustees also noted that the Adviser has agreed to waive a portion of its advisory fee and/or pay expenses (an “Expense Cap”) to the extent necessary to prevent the annual operating expenses of each Fund from exceeding the percentage of that Fund’s average daily net assets, at least until August 31, 2015, as set forth below:

— 0.60%, excluding interest expenses, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares DWA NASDAQ Momentum Portfolio and PowerShares Dynamic Market Portfolio;

— 0.50%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio;

— 0.39%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio and PowerShares Fundamental Pure Small Value Portfolio;

— 0.29%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares S&P 500^® High Quality Portfolio;

— 0.60%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy

55

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio and PowerShares DWA Utilities Momentum Portfolio (the Trustees noted that prior to December 17, 2013, licensing fees were excluded from the Expense Cap); and

— 0.60%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each other Fund.

The Trustees noted that the Adviser represented that it does not serve as the investment adviser to any clients, other than other ETFs also overseen by the Trustees, with comparable investment strategies as the Funds, but that the Adviser provides sub-advisory services to clients with comparable investment strategies as certain of the Funds. The Trustees further noted the Adviser’s explanation with respect to the sub-advisory fees it receives for such services in comparison to the advisory fees charged to the Funds. The Trustees noted that each Fund’s advisory fee was:

— higher than the median advisory fee of its ETF peer funds (except for the advisory fee of each of PowerShares Financial Preferred Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio and PowerShares International Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its ETF peer funds); and

— higher than the median advisory fee of its open-end index peer funds (except for the advisory fee of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares High Yield Equity Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median advisory fee of its open-end actively-managed peer funds.

The Trustees determined that the advisory fees were reasonable, noting the complexity of the indexes, the distinguishing factors of the Funds, and the administrative, operational and management oversight costs for the Adviser. With respect to the Funds’ net expense ratios, the Trustees noted that the net expense ratio for each Fund was:

— higher than the median net expense ratio of its ETF peer funds (except for the net expense ratio of each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was equal to or less than the median net expense ratio of its ETF peer funds); and

— higher than the median net expense ratio of its open-end index peer funds (except for the net expense ratio of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio, PowerShares DWA Utilities Momentum Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Networking Portfolio, PowerShares Dynamic Semiconductors Portfolio, PowerShares Dynamic Software Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares High Yield Equity

56

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Dividend Achievers™ Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was lower than the median net expense ratio of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median net expense ratio of its open-end actively-managed peer funds.

The Trustees noted that a significant component of the non-advisory fee expenses was the license fees paid by the Funds, and noted those Funds for which license fees are included in the Funds’ Expense Caps.

The Board concluded that the advisory fee and expense ratio of each Fund (giving effect to the Fund’s Expense Cap) were reasonable and appropriate in light of the services provided.

In conjunction with their review of fees, the Trustees also considered information provided by the Adviser on the revenues received by the Adviser under the Investment Advisory Agreement for each Fund, as well as the fees waived and expenses reimbursed by the Adviser for the Funds. The Trustees reviewed information provided by the Adviser on its profitability, as well as any profits or losses realized by the Adviser from its relationship to each Fund. The Trustees concluded that the estimated profitability to the Adviser of the advisory services provided to any of the Funds was not unreasonable.

Economies of Scale and Whether Fee Levels Reflect These Economies of Scale. The Trustees reviewed the information provided by the Adviser as to the extent to which economies of scale are realized as each Fund grows and whether fee levels reflect economies of scale for the benefit of shareholders. The Trustees reviewed each Fund’s asset size, expense ratio and expense limitation agreed to by the Adviser. The Trustees noted that, for Funds whose expenses are higher than their respective Expense Caps, any reduction in that Fund’s expenses would be enjoyed by the Adviser, but that Fund shareholders benefit from the lower expense ratio as a result of the Fund’s Expense Cap. The Trustees also noted that the Excess Expense Agreement with the Trust provides that the Adviser is entitled to be reimbursed by each Fund, other than PowerShares Dynamic Market Portfolio and PowerShares DWA NASDAQ Momentum Portfolio, for fees waived or expenses absorbed pursuant to the Expense Cap for a period of three years from the date the fee or expense was incurred, provided that no reimbursement would be made that would result in a Fund exceeding its Expense Cap. The Trustees considered whether the advisory fee rate for each Fund was reasonable in relation to the asset size of that Fund, and concluded that the flat advisory fee was reasonable and appropriate, noting the Fund expenses the Adviser has borne as a result of the Expense Cap.

The Trustees noted that the Adviser had not identified any further benefits that it derived from its relationship with the Funds and had noted that it does not have any soft-dollar arrangements.

Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund.

57

(This Page Intentionally Left Blank)

Proxy Voting Policies and Procedures

A description of the Trust’s proxy voting policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available, without charge and upon request, by calling (800) 983-0903. This information is also available on the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov.

Information regarding how each Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request, by (i) calling (800) 983-0903; or (ii) accessing the Trust’s Form N-PX on the Commission’s website at www.sec.gov.

Quarterly Portfolios

The Trust files its complete schedule of portfolio holdings for the Funds with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

Frequency Distribution of Discounts and Premiums

A table showing the number of days the market price of each Fund’s shares was greater than the Fund’s net asset value, and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for the most recently completed calendar year, and the calendar quarters since that year end (or the life of the Fund, if shorter) may be found at the Fund’s website at www.invescopowershares.com.

©2014 Invesco PowerShares Capital Management LLC			P-PS-AR-1
3500 Lacey Road, Suite 700 Downers Grove, IL 60515
invescopowershares.com    800.983.0903		@PowerShares

April 30, 2014

2014 Annual Report to Shareholders

PBE	PowerShares Dynamic Biotechnology & Genome Portfolio
PKB	PowerShares Dynamic Building & Construction Portfolio
PXE	PowerShares Dynamic Energy Exploration & Production Portfolio
PBJ	PowerShares Dynamic Food & Beverage Portfolio
PEJ	PowerShares Dynamic Leisure and Entertainment Portfolio
PBS	PowerShares Dynamic Media Portfolio
PXQ	PowerShares Dynamic Networking Portfolio
PXJ	PowerShares Dynamic Oil & Gas Services Portfolio
PJP	PowerShares Dynamic Pharmaceuticals Portfolio
PMR	PowerShares Dynamic Retail Portfolio
PSI	PowerShares Dynamic Semiconductors Portfolio
PSJ	PowerShares Dynamic Software Portfolio

Table of Contents

The Market Environment	3
Manager’s Analysis	4
Industry Portfolios
Schedules of Investments
PowerShares Dynamic Biotechnology & Genome Portfolio (PBE)	35
PowerShares Dynamic Building & Construction Portfolio (PKB)	36
PowerShares Dynamic Energy Exploration & Production Portfolio (PXE)	37
PowerShares Dynamic Food & Beverage Portfolio (PBJ)	38
PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ)	39
PowerShares Dynamic Media Portfolio (PBS)	40
PowerShares Dynamic Networking Portfolio (PXQ)	41
PowerShares Dynamic Oil & Gas Services Portfolio (PXJ)	42
PowerShares Dynamic Pharmaceuticals Portfolio (PJP)	43
PowerShares Dynamic Retail Portfolio (PMR)	44
PowerShares Dynamic Semiconductors Portfolio (PSI)	45
PowerShares Dynamic Software Portfolio (PSJ)	46
Statements of Assets and Liabilities	48
Statements of Operations	50
Statements of Changes in Net Assets	52
Financial Highlights	56
Notes to Financial Statements	62
Report of Independent Registered Public Accounting Firm	71
Fees and Expenses	72
Tax Information	74
Trustees and Officers	75
Board Considerations Regarding Continuation of Investment Advisory Agreement	80

2

The Market Environment

Domestic Equity

The U.S. equity market rose to multiyear or all-time highs during the fiscal year ended April 30, 2014.¹ Corporate earnings were resilient in the face of modest economic growth, driven by strong profitability across many sectors, and fundamentals for corporations and consumers remained relatively stable following significant recovery in prior years.

However, the fiscal year began with capital markets in the U.S. declining. In May and June 2013, equity and fixed income markets fell following then-U.S. Federal Reserve (the “Fed”) Chairman Ben Bernanke’s comments suggesting that the time was approaching to reduce, or “taper,” the size of its bond buying economic stimulus program. This sell-off was brief but broad, and few asset classes were immune. Markets stabilized in mid-summer and generally rose, with some brief interruptions, through the end of 2013. The Fed’s announcement in December that tapering of its bond purchases would begin in early 2014 had little effect on equities as the announcement was widely anticipated. After strong performance in the second half of 2013, the U.S. equity market turned volatile in the first four months of 2014 as investors worried that stocks may have risen too high, too fast in 2013. Adding to this investor uncertainty during 2014 was political upheaval in Ukraine and signs of economic sluggishness in the U.S. and China.

¹  Source: Reuters

3

PBE	Manager’s Analysis
	PowerShares Dynamic Biotechnology & Genome Portfolio (PBE)

As an index fund, the PowerShares Dynamic Biotechnology & Genome Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Biotech & Genome Intellidex^SM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of biotechnology companies and genome companies that comprise the Index. These companies are engaged principally in the research, development, manufacture and marketing and distribution of various biotechnological products, services and processes, and are companies that benefit significantly from scientific and technological advances in biotechnology and genetic engineering and research.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 biotechnology and genome stocks from a universe of the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ, after having ranked the stocks based on their capital appreciation potential using a proprietary NYSE Arca Intellidex^SM model. The Index Provider separates them into two modified equally-weighted groups. The 8 top-ranked relatively larger stocks collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and the 22 top-ranked relatively smaller stocks collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 40.36%. On a net asset value (“NAV”) basis, the Fund returned 40.52%. During the same time period, the Index returned 41.13%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Biotech Index (the “Benchmark Index”) returned 30.46%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 15 securities. The Fund provided this comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a benchmark similar to the Index.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a useful representation of the biotech industry market. It is important to note, however, that the Index includes stocks from its Biotechnology & Genome Group Universe of which

approximately 90% are considered pharmaceuticals, biotechnology & life sciences, while the remaining 10% of the Index contains stocks in other industry groups including materials, health care equipment & services, and technology hardware & equipment. The Benchmark Index contains 100% biotechnology companies. This Benchmark Index is relevant as a comparison, but the disparity compared to pure biotechnology exposure may produce potentially significant differences in performance when compared to the Fund. Relative to the Benchmark Index, the Fund was most overweight in the life sciences tool & services sub-industry and most underweight in the biotechnologies sector during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during the period can be attributed to specific stock performance within the biotechnology sub-industry as well as to the exposure disparity previously noted.

For the fiscal year ended April 30, 2014, the biotechnology sub-industry contributed most significantly to the Fund’s return, followed by the life sciences tools & services and chemicals sub-industries, respectively. Pharmaceuticals was the only detracting sub-industry.

Positions that contributed most significantly to the Fund’s return included Illumina, Inc., a life sciences tools & services company (portfolio average weight of 5.17%), and Alnylam Pharmaceuticals, a biotechnology company (no longer held at fiscal year-end). Positions that detracted most significantly from the Fund’s return included Acorda Therapeutics, Inc. , a biotechnology company (portfolio average weight of 2.61%), and Dyax Corp., a biotechnology company (portfolio average weight of 1.02%).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Biotechnology	67.2
Life Sciences Tools & Services	18.8
Specialty Chemicals	5.8
Health Care Supplies	3.0
Pharmaceuticals	2.8
Electronic Equipment & Instruments	2.4
Money Market Funds Plus Other Assets Less Liabilities	(0.0)

4

PowerShares Dynamic Biotechnology & Genome Portfolio (PBE) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Sigma-Aldrich Corp.	5.8
Gilead Sciences, Inc.	5.4
Amgen, Inc.	5.1
Alexion Pharmaceuticals, Inc.	5.1
Regeneron Pharmaceuticals, Inc.	5.1
Biogen Idec, Inc.	4.8
Illumina, Inc.	4.5
Pharmacyclics, Inc.	3.9
Myriad Genetics, Inc.	3.6
Emergent Biosolutions, Inc.	3.3
Total	46.6

5

PowerShares Dynamic Biotechnology & Genome Portfolio (PBE) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Biotech & Genome IntellidexSM Index		41.13	%		20.47	%		74.83	%		26.31	%		221.54	%		12.49	%		183.45	%
S&P Composite 1500 Biotech Index		30.46			38.23			164.13			27.69			239.40			16.54			287.76
Fund
NAV Return		40.52			19.72			71.61			25.33			209.27			11.93			171.22
Market Price Return		40.36			19.62			71.18			25.37			209.75			11.91			170.83

Fund Inception: June 23, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.63%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the

table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

6

PKB	Manager’s Analysis
	PowerShares Dynamic Building & Construction Portfolio (PKB)

As an index fund, the PowerShares Dynamic Building & Construction Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Building & Construction Intellidex^sm Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of building and construction companies that comprise the Index. These companies are engaged primarily in providing construction and related engineering services for building and remodeling residential properties, commercial or industrial buildings, or working on large-scale infrastructure projects, such as highways, tunnels, bridges, dams, power lines and airports.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 building and construction stocks from a universe of the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ, after having ranked companies based on their capital appreciation potential using a proprietary NYSE Arca Intellidex^sm model. The Index Provider separates them into two modified equally-weighted groups. The 8 top-ranked relatively larger stocks collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and the 22 top-ranked relatively smaller stocks collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 12.58%. On a net asset value (“NAV”) basis, the Fund returned 12.42%. During the same time period, the Index returned 13.20%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Construction & Engineering Index (the “Benchmark Index”) returned 19.55%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 12 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of another building & construction industry benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a representation of the building & construction industry market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a modified equal weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the building products sub-industry and most underweight in the construction & engineering sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the Fund’s allocation to the homebuilding sub-industry.

For the fiscal year ended April 30, 2014, the construction & engineering sub-industry contributed most significantly to the Fund’s return, followed by the construction materials and industrial machinery sectors, respectively. The homebuilding sub-industry detracted most significantly from the Fund’s return, followed by the forest products and oil & gas equipment & services sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Ingersoll-Rand PLC, an industrial machinery company (no longer held at fiscal year-end), and Vulcan Materials Co., a construction materials company (portfolio average weight of 3.31%). Positions that detracted most significantly from the Fund’s return included PulteGroup, Inc., a homebuilding company (portfolio average weight of 2.34%), and Gibraltar Industries, Inc., a building products company (no longer held at fiscal year-end).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Construction & Engineering	27.0
Construction Materials	13.4
Homebuilding	9.9
Home Improvement Retail	9.8
Construction Machinery & Heavy Trucks	8.4
Building Products	7.8
Forest Products	7.6
Home Furnishings	4.9
Heavy Electrical Equipment	3.0
Environmental & Facilities Services	2.8
Industrial Machinery	2.7
Oil & Gas Equipment & Services	2.7
Money Market Fund Plus Other Assets Less Liabilities	(0.0)

7

PowerShares Dynamic Building & Construction Portfolio (PKB) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Quanta Services, Inc.	5.2
Fluor Corp.	5.1
Home Depot, Inc. (The)	5.0
Jacobs Engineering Group, Inc.	4.9
Vulcan Materials Co.	4.9
Mohawk Industries, Inc.	4.9
Lowe’s Cos., Inc.	4.8
PulteGroup, Inc.	4.6
Tutor Perini Corp.	3.4
Babcock & Wilcox Co. (The)	3.0
Total	45.8

8

PowerShares Dynamic Building & Construction Portfolio (PKB) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Building & Construction IntellidexSM Index		13.20	%		17.39	%		61.77	%		17.64	%		125.28	%		6.22	%		67.21	%
S&P Composite 1500 Construction & Engineering Index		19.55			5.60			17.75			10.33			63.48			9.27			112.64
Fund
NAV Return		12.42			16.38			57.64			16.68			116.29			5.30			55.24
Market Price Return		12.58			16.45			57.93			16.65			116.00			5.30			55.21

Fund Inception: October 26, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.69%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

9

PXE	Manager’s Analysis
	PowerShares Dynamic Energy Exploration & Production Portfolio (PXE)

As an index fund, the PowerShares Dynamic Energy Exploration & Production Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Energy Exploration & Production Intellidex^sm Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies engaged in energy exploration and production that comprise the Index. These companies are engaged principally in exploration, extraction and production of crude oil and natural gas from land-based or offshore wells.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 energy exploration and production stocks from the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ, after having ranked the stocks for investment potential using a proprietary model. The Index Provider splits stocks in the Energy Exploration & Production Industry Group Universe into quintiles based on market capitalization. The Index Provider includes 8 of the top-ranked relatively larger stocks which collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and 22 of the top-ranked relatively smaller stocks which collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 27.10%. On a net asset value (“NAV”) basis, the Fund returned 26.93%. During the same time period, the Index returned 27.79%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Oil & Gas Exploration & Production Index (the “Benchmark Index”) returned 30.94%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 36 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar energy exploration & production industry benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its shared exposure to the oil & gas exploration & production industry.

The performance of the Fund differed from the Benchmark Index in part because the Fund employs a modified equal weighting and stock selection methodology whereas the indexes select and weight stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the oil & gas refining & marketing sub-industry and most underweight in the oil & gas exploration & production sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the Fund’s overweighting to the oil & gas refining & marketing sub-industry, which did not perform as well as the oil & gas exploration & production sub-industry.

For the fiscal year ended April 30, 2014, the oil & gas exploration & production sub-industry contributed most significantly to the Fund’s return, followed by the oil & gas refining & marketing and integrated oil & gas sub-industries, respectively. Gas utilities was the only detracting sub-industry.

Positions that contributed most significantly to the Fund’s return included Stone Energy Corp., an oil & gas exploration & production company (portfolio average weight of 2.94%), and Valero Energy Corp., an oil & gas refining & marketing company (portfolio average weight of 4.99%). Positions that detracted most significantly from the Fund’s return included Swift Energy Co., an oil & gas exploration & production company (no longer held at fiscal year-end), and CVR Refining LP, an oil & gas refining & marketing company (no longer held at fiscal year-end).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Oil & Gas Exploration & Production	58.0
Oil & Gas Refining & Marketing	35.1
Integrated Oil & Gas	4.4
Gas Utilities	2.5
Money Market Fund Plus Other Assets Less Liabilities	(0.0	)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Valero Energy Corp.	5.3
Phillips 66	4.9
Marathon Petroleum Corp.	4.9
Apache Corp.	4.8
Devon Energy Corp.	4.8
Marathon Oil Corp.	4.8
EOG Resources, Inc.	4.6
Occidental Petroleum Corp.	4.4
Clayton Williams Energy, Inc.	3.6
Comstock Resources, Inc.	3.4
Total	45.5

10

PowerShares Dynamic Energy Exploration & Production Portfolio (PXE) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Energy Exploration & Production IntellidexSM Index		27.79	%		13.88	%		47.68	%		26.06	%		218.38	%		12.35	%		169.38	%
S&P Composite 1500 Oil & Gas Exploration & Production Index		30.94			5.02			15.84			16.51			114.67			9.60			118.21
Fund
NAV Return		26.93			13.01			44.33			25.12			206.60			11.62			154.88
Market Price Return		27.10			13.04			44.43			25.15			207.07			11.61			154.57

Fund Inception: October 26, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.69%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

11

PBJ	Manager’s Analysis
	PowerShares Dynamic Food & Beverage Portfolio (PBJ)

As an index fund, the PowerShares Dynamic Food & Beverage Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Food & Beverage Intellidex^SM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of food and beverage companies that comprise the Index. These companies are engaged principally in the manufacture, sale or distribution of food and beverage products, agricultural products and products related to the development of new food technologies.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 food and beverage stocks from a universe of the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ after having ranked the stocks based on their capital appreciation potential using a proprietary NYSE Arca Intellidex^SM model. The Index Provider separates them into two modified equally-weighted groups. The 8 top-ranked relatively larger stocks collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and the 22 top-ranked relatively smaller stocks collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 15.25%. On a net asset value (“NAV”) basis, the Fund returned 15.16%. During the same time period, the Index returned 16.00%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Food Beverage & Tobacco Index (the “Benchmark Index”) returned 8.97%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 50 securities. The Fund provided this comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar food & beverage benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the food & beverage market.

The performance of the Fund differed from the Benchmark Index in part because the Fund employs a modified equal weighting and stock selection methodology whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, the Fund benefited from exposure to the restaurant sub-industry and being overweight in the packaged foods & meats

sub-industry during the fiscal year ended April 30, 2014. The Fund was most underweight in the tobacco sub-industry during the period. The majority of the Fund’s outperformance relative to the Benchmark Index during the period can be attributed to these sub-industry allocations.

For the fiscal year ended April 30, 2014, the packaged foods & meats sub-industry contributed most significantly to the Fund’s return, followed by the restaurants and food distributors sub-industries, respectively. The fertilizers & agricultural chemicals sub-industry detracted most significantly from the Fund’s return, followed by the soft drinks and data processing & outsourced services sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Pilgrim’s Pride Corp., a packaged foods & meats company (portfolio average weight of 2.97%), and Andersons, Inc. (The), a food distributors company (portfolio average weight of 2.86%). Positions that detracted most significantly from the Fund’s return included Chiquita Brands International, Inc., a packaged foods & meats company (no longer held at fiscal year-end), and Starbucks Corp., a restaurants company (no longer held at fiscal year-end).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Packaged Foods & Meats	45.7
Food Retail	20.3
Soft Drinks	10.8
Food Distributors	10.5
Agricultural Products	5.3
Restaurants	4.8
Distillers & Vintners	2.6
Money Market Fund Plus Other Assets Less Liabilities	(0.0	)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Kroger Co. (The)	5.4
Archer-Daniels-Midland Co.	5.3
General Mills, Inc.	5.2
Mondelez International, Inc., Class A	5.1
Kraft Foods Group, Inc.	5.0
Sysco Corp.	5.0
Whole Foods Market, Inc.	4.5
Hershey Co. (The)	4.5
Pilgrim’s Pride Corp.	3.3
Andersons, Inc. (The)	3.0
Total	46.3

12

PowerShares Dynamic Food & Beverage Portfolio (PBJ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Food & Beverage IntellidexSM Index		16.00	%		12.99	%		44.25	%		18.59	%		134.56	%		9.25	%		118.87	%
S&P Composite 1500 Food Beverage & Tobacco Index		8.97			14.64			50.68			21.06			160.05			12.71			188.41
Fund
NAV Return		15.16			12.21			41.29			17.73			126.19			8.52			106.18
Market Price Return		15.25			12.13			40.98			17.72			126.10			8.52			106.25

Fund Inception: June 23, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.63%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

13

PEJ	Manager’s Analysis
	PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ)

As an index fund, the PowerShares Dynamic Leisure and Entertainment Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Leisure & Entertainment Intellidex^SM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of leisure companies and entertainment companies that comprise the Index. These companies are engaged principally in the design, production or distribution of goods or services in the leisure and entertainment industries.

NYSE Arca, Inc. (or the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 leisure and entertainment stocks from a universe of the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ, after having ranked the stocks based on their capital appreciation potential using a proprietary NYSE Arca Intellidex^SM model. The Index Provider separates them into two modified equally-weighted groups. The 8 top-ranked relatively larger stocks collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and the 22 top-ranked relatively smaller stocks collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 19.34%. On a net asset value (“NAV”) basis, the Fund returned 19.29%. During the same time period, the Index returned 20.19%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Hotels, Restaurants & Leisure Index (the “Benchmark Index”) returned 14.45%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 42 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to other indices in the leisure & entertainment industry.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the leisure & entertainment industry.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a modified equal weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the movies & entertainment sub-industry and most underweight in the restaurants sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to specific stock performance within the restaurants sub-industry.

For the fiscal year ended April 30, 2014, the restaurants sub-industry contributed most significantly to the Fund’s return, followed by the casinos & gaming and broadcasting sub-industries, respectively. The Internet retail sub-industry detracted most significantly from the Fund’s return, followed by the cable & satellite and hotel & resort REITs sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Wynn Resorts Ltd., a casinos & gaming company (portfolio average weight of 3.41%), and Sonic Corp., a restaurants company (portfolio average weight of 2.88%). Positions that detracted most significantly from the Fund’s return included TripAdvisor, Inc., an Internet retail company (portfolio average weight of 0.75%), and Panera Bread Co., Class A, a restaurants company (portfolio average weight of 0.43%).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Restaurant	39.7
Hotels, Resorts & Cruise Lines	16.8
Casinos & Gaming	12.3
Internet Retail	11.7
Movies & Entertainment	10.8
Leisure Facilities	5.8
Cable & Satellite	3.0
Money Market Fund Plus Other Assets Less Liabilities	(0.1	)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Marriott International, Inc., Class A	5.8
Walt Disney Co. (The)	5.3
Hilton Worldwide Holdings, Inc.	5.3
Las Vegas Sands Corp.	5.0
Chipotle Mexican Grill, Inc.	4.8
Priceline Group, Inc. (The)	4.6
Wynn Resorts Ltd.	4.6
TripAdvisor, Inc.	4.4
AMC Entertainment Holdings, Inc., Class A	3.0
Starz, Class A	3.0
Total	45.8

14

PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Leisure & Entertainment IntellidexSM Index		20.19	%		20.39	%		74.47	%		26.82	%		228.09	%		10.91	%		150.02	%
S&P Composite 1500 Hotels, Restaurants & Leisure Index		14.45			15.63			54.62			21.79			167.97			11.39			159.94
Fund
NAV Return		19.29			19.44			70.38			25.66			213.32			10.26			137.43
Market Price Return		19.34			19.42			70.33			25.70			213.81			10.26			137.42

Fund Inception: June 23, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.69%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the

table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

15

PBS	Manager’s Analysis
	PowerShares Dynamic Media Portfolio (PBS)

As an index fund, the PowerShares Dynamic Media Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Media Intellidex^SM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of media companies that comprise the Index. These companies are engaged principally in the development, production, sale and distribution of goods or services used in the media industry.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 media stocks from a universe of the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ. NYSE Arca, Inc., after having ranked the stocks based on their capital appreciation potential using a proprietary NYSE Arca Intellidex^SM model. The Index Provider separates them into two modified equally-weighted groups. The 8 top-ranked relatively larger stocks collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and the 22 top-ranked relatively smaller stocks collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 18.83%. On a net asset value (“NAV”) basis, the Fund returned 18.87%. During the same time period, the Index returned 19.74%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Media Index (the “Benchmark Index”) returned 25.33%. The S&P Composite 1500 Media Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 29 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a media industry benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the media industry market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a modified equal weighting and stock selection methodology whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the Internet software & services sub-industry and most underweight in the movies & entertainment sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the Fund’s allocation to the IT consulting & other services and advertising sub-industries.

For the fiscal year ended April 30, 2014, the Internet software & services sub-industry contributed most significantly to the Fund’s return, followed by the cable & satellite and broadcasting sub-industries, respectively. The IT consulting & other services sub-industry detracted most significantly from the Fund’s return, followed by the diversified support services and Internet retail sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Yahoo! Inc., an Internet software & services company (no longer held at fiscal year-end), and Shutterstock, Inc., an Internet software & services company (portfolio average weight of 2.97%). Positions that detracted most significantly from the Fund’s return included Conversant Inc., an Internet software & services company (no longer held at fiscal year-end), and Acxiom Corp., an IT consulting & other services company (portfolio average weight of 0.41%).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Internet Software & Services	25.4
Cable & Satellite	19.5
Broadcasting	10.5
Advertising	8.5
Publishing	8.5
Movies & Entertainment	8.0
Internet Retail	6.1
IT Consulting & Other Services	5.1
Catalog Retail	3.0
Specialized Finance	2.8
Data Processing & Outsourced Services	2.6
Money Market Fund Plus Other Assets Less Liabilities	(0.0)

16

PowerShares Dynamic Media Portfolio (PBS) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Time Warner Cable, Inc.	5.6
DIRECTV	5.5
Walt Disney Co. (The)	5.4
DISH Network Corp., Class A	5.3
Facebook, Inc., Class A	4.8
CBS Corp., Class B	4.8
Netflix, Inc.	4.0
HSN, Inc.	3.0
Starz, Class A	3.0
Blucora, Inc.	3.0
Total	44.4

17

PowerShares Dynamic Media Portfolio (PBS) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Media IntellidexSM Index		19.74	%		16.68	%		58.86	%		25.46	%		210.86	%		6.69	%		77.47	%
S&P Composite 1500 Media Index		25.33			23.29			87.42			30.27			275.22			10.38			139.76
Fund
NAV Return		18.87			15.82			55.36			24.30			196.75			6.08			68.61
Market Price Return		18.83			15.79			55.23			24.25			196.14			6.07			68.47

Fund Inception: June 23, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.63%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

18

PXQ	Manager’s Analysis
	PowerShares Dynamic Networking Portfolio (PXQ)

As an index fund, the PowerShares Dynamic Networking Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Networking Intellidex^sm Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of networking companies that comprise the Index. These companies are engaged principally in the development, manufacture, sale or distribution of products, services or technologies that support the flow of electronic information, including voice, data, images and commercial transactions.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 common stocks of networking companies in the Index principally on the basis of their capital appreciation potential that NYSE Arca identifies pursuant to a proprietary selection methodology. The Index Provider includes networking stocks from the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ, after having ranked the stocks for investment potential using a proprietary model. The Index Provider splits stocks in the Networking Group Universe into quintiles based on market capitalization. Larger stocks are defined by inclusion in the top quintile and smaller stocks are the bottom four quintiles. The Index Provider includes 8 of the top-ranked relatively larger stocks which collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and 22 of the top-ranked relatively smaller stocks which collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 25.80%. On a net asset value (“NAV”) basis, the Fund returned 25.69%. During the same time period, the Index returned 26.58%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Communications Equipment Index (the “Benchmark Index”) returned 22.58%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 27 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar networking industry benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its shared exposure to the communications equipment industry. These reasons make its performance relevant when comparing to the Fund’s performance. The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an Index that employs a modified equal weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the systems software sub-industry and most underweight in the communications equipment sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to the Fund’s allocation to the application software sub-industry.

For the fiscal year ended April 30, 2014, the communications equipment sub-industry contributed most significantly to the Fund’s return, followed by the systems software and electronic components sub-industries, respectively. Application software was the only detracting sector.

Positions that contributed most significantly to the Fund’s return included Finisar Corp., a communications equipment company (portfolio average weight of 3.03%), and Juniper Networks, Inc., a communications equipment company (portfolio average weight of 5.14%). Positions that detracted most significantly from the Fund’s return included Gigamon Inc., a systems software company (portfolio average weight of 1.63%), and SolarWinds, Inc., an application software company (portfolio average weight of 1.25%).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Communications Equipment	61.6
Systems Software	15.0
Electronic Components	8.8
Application Software	5.5
Internet Software & Services	3.2
Technology Hardware, Storage & Peripherals	3.0
Semiconductors	2.9
Money Market Fund Plus Other Assets Less Liabilities	(0.0	)

19

PowerShares Dynamic Networking Portfolio (PXQ) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Amphenol Corp., Class A	5.8
Cisco Systems, Inc.	5.7
QUALCOMM, Inc.	5.6
VMware, Inc., Class A	5.1
Motorola Solutions, Inc.	5.1
F5 Networks, Inc.	5.0
Juniper Networks, Inc.	4.9
Palo Alto Networks, Inc.	4.8
Finisar Corp.	3.2
CommScope Holding Co., Inc.	3.2
Total	48.4

20

PowerShares Dynamic Networking Portfolio (PXQ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Networking IntellidexSM Index		26.58	%		3.32	%		10.29	%		19.31	%		141.74	%		9.54	%		124.11	%
S&P Composite 1500 Communications Equipment Index		22.58			9.32			30.64			10.53			64.95			4.61			48.98
Fund
NAV Return		25.69			2.56			7.86			18.45			133.22			8.82			111.40
Market Price Return		25.80			2.54			7.83			18.41			132.81			8.82			111.33

Fund Inception: June 23, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio indicated as 0.75%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund

distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

21

PXJ	Manager’s Analysis
	PowerShares Dynamic Oil & Gas Services Portfolio (PXJ)

As an index fund, the PowerShares Dynamic Oil & Gas Services Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Oil Services Intellidex^sm Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that assist in the production, processing and distribution of oil and gas that comprise the Index. These companies are engaged in the drilling of oil and gas wells; manufacturing oil and gas field machinery and equipment; or providing services to the oil and gas industry, such as well analysis, platform and pipeline engineering and construction, logistics and transportation services, oil and gas well emergency management and geophysical data acquisition and processing.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 common stocks of oil and gas services companies in the Index principally on the basis of their capital appreciation potential that NYSE Arca identifies pursuant to a proprietary selection methodology. The Index Provider includes stocks of companies that provide support for oil and gas operations from the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ, after having ranked the stocks for investment potential using a proprietary model. The Index Provider splits stocks in the Oil Services Industry Group Universe into quintiles based on market capitalization. Larger stocks are defined by inclusion in the top quintile and smaller stocks are the bottom four quintiles. The Index Provider includes 8 of the top-ranked relatively larger stocks which collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and 22 of the top-ranked relatively smaller stocks which collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 24.94%. On a net asset value (“NAV”) basis, the Fund returned 24.98%. During the same time period, the Index returned 25.79%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Energy Equipment & Services Index (the “Benchmark Index”) returned 28.81%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 37 securities. The Fund provided this additional comparative benchmark to help investors better understand how

the investment results of the Fund compare to the performance of a similar oil & gas services industry benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the oil & gas services industry market.

The performance of the Fund differed from the Benchmark Index in part because the Fund employs a modified equal weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the oil & gas drilling sub-industry and most underweight in the oil & gas equipment & services sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the Fund’s allocation to the oil & gas equipment & services sub-industry as well as the Fund’s specific stock performance within this sub-industry.

For the fiscal year ended April 30, 2014, the oil & gas equipment & services sub-industry contributed most significantly to the Fund’s return, followed by the oil & gas drilling and oil & gas storage & transportation sectors, respectively. The specialty chemicals sub-industry detracted most significantly from the Fund’s return, followed by the diversified chemicals and steel sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Helmerich & Payne, Inc., an oil & gas drilling company (portfolio average weight of 4.02%), and Baker Hughes Inc., an oil & gas equipment & services company (portfolio average weight of 4.57%). Positions that detracted most significantly from the Fund’s return included Noble Corp. PLC, an oil & gas drilling company (no longer held at fiscal year-end), and Transocean Ltd., an oil & gas drilling company (portfolio average weight of 4.25%).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Oil & Gas Equipment & Services	74.0
Oil & Gas Drilling	26.0
Money Market Fund Plus Other Assets Less Liabilities	(0.0)

22

PowerShares Dynamic Oil & Gas Services Portfolio (PXJ) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Weatherford International Ltd.	5.9
Halliburton Co.	5.2
Baker Hughes, Inc.	5.2
Helmerich & Payne, Inc.	5.1
Schlumberger Ltd.	5.1
National Oilwell Varco, Inc.	4.8
Transocean Ltd.	4.7
Cameron International Corp.	4.7
Pioneer Energy Services Corp.	3.3
RPC, Inc.	3.1
Total	47.1

23

PowerShares Dynamic Oil & Gas Services Portfolio (PXJ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Oil Services IntellidexSM Index		25.79	%		2.88	%		8.88	%		17.59	%		124.87	%		7.32	%		82.41	%
S&P Composite 1500 Energy Equipment & Services Index		28.81			3.52			10.94			19.28			141.44			8.93			107.15
Fund
NAV Return		24.98			2.19			6.70			16.75			116.88			6.69			73.48
Market Price Return		24.94			2.17			6.67			16.70			116.47			6.68			73.41

Fund Inception: October 26, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.62%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

24

PJP	Manager’s Analysis
	PowerShares Dynamic Pharmaceuticals Portfolio (PJP)

As an index fund, the PowerShares Dynamic Pharmaceuticals Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Pharmaceutical Intellidex^sm Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of pharmaceutical companies that comprise the Index. These companies are engaged principally in the research, development, manufacture, sale or distribution of pharmaceuticals and drugs of all types.

NYSE Arca, Inc. (or the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 pharmaceuticals stocks from a universe of the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ after having ranked the stocks based on their capital appreciation potential using a proprietary NYSE Arca Intellidex^sm model. The Index Provider separates them into two modified equally-weighted groups. The 8 top-ranked relatively larger stocks collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and the 22 top-ranked relatively smaller stocks collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 42.15%. On a net asset value (“NAV”) basis, the Fund returned 42.27%. During the same time period, the Index returned 43.10%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Pharmaceuticals Index (the “Benchmark Index”) returned 25.10%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 19 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar pharmaceuticals industry benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the pharmaceuticals industry market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a modified equal weighting and stock selection methodology whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Index, the Fund was most overweight in the biotechnology sub-industry and most underweight in the pharmaceuticals sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to these allocations.

For the fiscal year ended April 30, 2014, the pharmaceuticals sub-industry contributed most significantly to the Fund’s return, followed by the biotechnology and health care equipment sub-industries, respectively. There were no detracting sectors.

Positions that contributed most significantly to the Fund’s return included Questcor Pharmaceuticals, Inc., a pharmaceuticals company (portfolio average weight of 3.17%), and Forest Laboratories, Inc., a pharmaceuticals company (portfolio average weight of 3.01%). Positions that detracted most significantly from the Fund’s return included VIVUS, Inc., a pharmaceuticals company (no longer held at fiscal year-end), and Medicines Co., a pharmaceuticals company (portfolio average weight of 2.71%).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Pharmaceuticals	72.8
Biotechnology	21.2
Health Care Equipment	6.0
Money Market Funds Plus Other Assets Less Liabilities	(0.0	)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Johnson & Johnson	5.7
Merck & Co., Inc.	5.3
Eli Lilly & Co.	5.1
Pfizer, Inc.	5.0
Gilead Sciences, Inc.	4.9
Bristol-Myers Squibb Co.	4.8
Amgen, Inc.	4.6
Biogen Idec, Inc.	4.3
Questcor Pharmaceuticals, Inc.	4.0
Allergan, Inc.	3.8
Total	47.5

25

PowerShares Dynamic Pharmaceuticals Portfolio (PJP) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Pharmaceutical IntellidexSM Index		43.10	%		32.22	%		131.13	%		35.10	%		350.08	%		18.20	%		339.49	%
S&P Composite 1500 Pharmaceuticals Index		25.10			22.40			83.40			22.67			177.75			9.68			126.60
Fund
NAV Return		42.27			31.37			126.73			34.20			335.30			17.47			315.79
Market Price Return		42.15			31.30			126.36			34.16			334.62			17.46			315.70

Fund Inception: June 23, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.63%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

26

PMR	Manager’s Analysis
	PowerShares Dynamic Retail Portfolio (PMR)

As an index fund, the PowerShares Dynamic Retail Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Retail Intellidex^sm Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of retail companies that comprise the Index. These companies are engaged principally in operating general merchandise stores such as department stores, discount stores, warehouse clubs and superstores; specialty stores, including apparel, electronics, accessories and footwear stores; and home improvement and home furnishings stores.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 retail stocks from a universe of the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ after having ranked the stocks based on their capital appreciation potential using a proprietary NYSE Arca Intellidex^sm model. The Index Provider separates them into two modified equally-weighted groups. The 8 top-ranked relatively larger stocks collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and the 22 top-ranked relatively smaller stocks collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 14.81%. On a net asset value (“NAV”) basis, the Fund returned 14.81%. During the same time period, the Index returned 15.85%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period. In addition, this difference between Fund and index return appears slightly exaggerated due to a compounding effect on the index return caused by the Index’s lack of an expense ratio.

During this same time period, the S&P Composite 1500 Retailing Index (the “Benchmark Index”) returned 16.08%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 90 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a retail industry benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the retail industry market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a modified equal weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the food retail sub-industry and most underweight in the Internet retail sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to the Fund’s allocation to the drug retail sub-industry.

For the fiscal year ended April 30, 2014, the drug retail sub-industry contributed most significantly to the Fund’s return, followed by the food retail and automotive retail sub-industries, respectively. The home improvement retail sub-industry detracted most significantly from the Fund’s return, followed by the apparel accessories & luxury goods and specialized consumer services sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Rite Aid Corp., a drug retail company (portfolio average weight of 3.06%), and Walgreen Co., a drug retail company (portfolio average weight of 5.13%). Positions that detracted most significantly from the Fund’s return included Fairway Group Holdings Corp., a food retail company (no longer held at fiscal year-end), and Sears Hometown & Outlet Stores, Inc., a home improvement retail company (no longer held at fiscal year-end).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Food Retail	23.6
Automotive Retail	15.8
Drug Retail	13.0
Apparel Retail	8.3
Specialty Stores	8.3
Department Stores	7.8
Trucking	6.0
Apparel, Accessories & Luxury Goods	4.7
Food Distributors	2.6
Homefurnishing Retail	2.6
Hypermarkets & Super Centers	2.6
Specialized Consumer Services	2.4
Forest Products	2.3
Money Market Fund Plus Other Assets Less Liabilities	(0.0	)

27

PowerShares Dynamic Retail Portfolio (PMR) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Kroger Co. (The)	5.5
Walgreen Co.	5.0
CVS Caremark Corp.	5.0
Macy’s, Inc.	5.0
AutoZone, Inc.	5.0
O’Reilly Automotive, Inc.	4.9
Michael Kors Holdings Ltd.	4.7
Whole Foods Market, Inc.	4.6
Asbury Automotive Group, Inc.	3.3
Avis Budget Group, Inc.	3.1
Total	46.1

28

PowerShares Dynamic Retail Portfolio (PMR) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Retail IntellidexSM Index		15.85	%		17.50	%		62.22	%		20.11	%		149.96	%		11.39	%		150.34	%
S&P Composite 1500 Retailing Index		16.08			18.04			64.49			22.79			179.19			10.28			130.12
Fund
NAV Return		14.81			16.55			58.33			19.21			140.76			10.65			136.66
Market Price Return		14.81			16.51			58.15			19.20			140.70			10.64			136.43

Fund Inception: October 26, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.74%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not

reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

29

PSI	Manager’s Analysis
	PowerShares Dynamic Semiconductors Portfolio (PSI)

As an index fund, the PowerShares Dynamic Semiconductors Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Semiconductor Intellidex^sm Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of semiconductor companies that comprise the Index. These companies are engaged principally in the manufacture of semiconductors.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 semiconductor stocks from a universe of the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ, after having ranked companies based on their capital appreciation potential using a proprietary NYSE Arca Intellidex^sm model. The Index Provider separates them into two modified equally weighted groups. The 8 top-ranked relatively larger stocks collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and the 22 top-ranked relatively smaller stocks collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 36.66%. On a net asset value (“NAV”) basis, the Fund returned 36.38%. During the same time period, the Index returned 37.53%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period. In addition, this difference between Fund and index return appears slightly exaggerated due to a compounding effect on the index’s return caused by the Index’s lack of an expense ratio.

During this same time period, the S&P Composite 1500 Semiconductor Index (the “Benchmark Index”) returned 24.81%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 62 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar semiconductors industry benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the semiconductors industry.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a modified

equal weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the semiconductor equipment sub-industry and most underweight in the semiconductors sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed stock selection within the semiconductors sub-industry.

For the fiscal year ended April 30, 2014, the semiconductors sub-industry contributed most significantly to the Fund’s return, followed by the semiconductor equipment sub-sector. Communications equipment was the only detracting sub-industry.

Positions that contributed most significantly to the Fund’s return included Micron Technology, Inc., a semiconductors company (portfolio average weight of 5.59%), and Applied Micro Circuits Corp., a semiconductors company (no longer held at fiscal year-end). Positions that detracted most significantly from the Fund’s return included InterDigital, Inc., a communications equipment company (no longer held at fiscal year-end), and Semtech Corp., a semiconductors company (no longer held at fiscal year-end).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Semiconductors	65.2
Semiconductor Equipment	29.7
Communications Equipment	5.1
Money Market Fund Plus Other Assets Less Liabilities	(0.0	)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Micron Technology, Inc.	5.2
Intel Corp.	5.2
QUALCOMM, Inc.	5.1
Texas Instruments, Inc.	4.9
Applied Materials, Inc.	4.9
KLA-Tencor Corp.	4.8
Linear Technology Corp.	4.6
Xilinx, Inc.	4.4
Amkor Technology, Inc.	3.6
Kulicke & Soffa Industries, Inc.	3.4
Total	46.1

30

PowerShares Dynamic Semiconductors Portfolio (PSI) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Semiconductor IntellidexSM Index		37.53	%		5.67	%		17.99	%		16.10	%		110.94	%		4.81	%		51.52	%
S&P Composite 1500 Semiconductor Index		24.81			6.67			21.36			16.93			118.55			4.12			42.93
Fund
NAV Return		36.38			4.88			15.36			15.25			103.32			4.06			42.21
Market Price Return		36.66			4.86			15.30			15.25			103.32			4.05			42.12

Fund Inception: June 23, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 1.05%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not

reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

31

PSJ	Manager’s Analysis
	PowerShares Dynamic Software Portfolio (PSJ)

As an index fund, the PowerShares Dynamic Software Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the Dynamic Software Intellidex^sm Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of software companies that comprise the Index. These companies are engaged principally in the research, design, production or distribution of products or processes that relate to software applications and systems and information-based services.

NYSE Arca, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider includes 30 software stocks from a universe of the 2,000 largest U.S. stocks (by market capitalization) traded on the NYSE, NYSE MKT and the NASDAQ, after having ranked the stocks based on their capital appreciation potential using a proprietary NYSE Arca Intellidex^sm model. The Index Provider separates them into two modified equally weighted groups. The 8 top-ranked relatively larger stocks collectively receive 40% of the Index weighting (each stock receives on average a 5% weighting) and the 22 top-ranked relatively smaller stocks collectively receive 60% of the Index weighting (each stock receives on average a 2.7% weighting). The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 12.65%. On a net asset value (“NAV”) basis, the Fund returned 12.60%. During the same time period, the Index returned 13.41%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P Composite 1500 Software & Services Index (the “Benchmark Index”) returned 19.10%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 113 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a similar software industry benchmark.

The Benchmark Index was selected for its recognition in the marketplace, and its performance comparison is a useful measure for investors as a broad representation of the software industry market.

The performance of the Fund differed from the Benchmark Index in part because the Fund tracks an index that employs a modified

equal weighting and stock selection methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

Relative to the Benchmark Index, the Fund was most overweight in the application software sub-industry and underweight in the systems software sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to both allocations.

For the fiscal year ended April 30, 2014, the application software sub-industry contributed most significantly to the Fund’s return, followed by the health care technology and home entertainment software sub-industries, respectively. The education services sub-industry detracted most significantly from the Fund’s return, followed by the Internet software & services and diversified support services sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Adobe Systems Inc., an application software company (no longer held at fiscal year-end), and Medidata Solutions, Inc., a health care technology company (no longer held at fiscal year-end). Positions that detracted most significantly from the Fund’s return included Demandware, Inc., an Internet software & services company (portfolio average weight of 0.38%), and Rovi Corp., a systems software company (no longer held at fiscal year-end).

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Application Software	39.7
Home Entertainment Software	14.3
Systems Software	13.6
Internet Software & Services	10.6
Data Processing & Outsourced Services	8.6
Health Care Technology	7.4
IT Consulting & Other Services	3.2
Communications Equipment	2.6
Money Market Fund Plus Other Assets Less Liabilities	(0.0	)

32

PowerShares Dynamic Software Portfolio (PSJ) (continued)

Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Microsoft Corp.	5.8
Activision Blizzard, Inc.	5.7
Electronic Arts, Inc.	5.5
Intuit, Inc.	5.4
Autodesk, Inc.	5.1
CA, Inc.	5.0
Cerner Corp.	4.6
LogMeIn, Inc.	3.3
Splunk, Inc.	3.2
Amdocs Ltd.	3.2
Total	46.8

33

PowerShares Dynamic Software Portfolio (PSJ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
Dynamic Software IntellidexSM Index		13.41	%		8.04	%		26.12	%		17.96	%		128.39	%		10.36	%		139.28	%
S&P Composite 1500 Software & Services Index		19.10			14.75			51.09			19.70			145.71			9.14			116.93
Fund
NAV Return		12.60			7.33			23.62			17.18			120.95			9.69			126.70
Market Price Return		12.65			7.28			23.47			17.16			120.76			9.67			126.35

Fund Inception: June 23, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.74%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not

reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

34

Schedule of Investments^(a)

PowerShares Dynamic Biotechnology & Genome Portfolio (PBE)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Biotechnology—67.2%
	304,753	Acorda Therapeutics, Inc.(b)	$	10,803,494
	115,795	Alexion Pharmaceuticals, Inc.(b)		18,318,769
	165,068	Amgen, Inc.		18,446,349
	1,715,266	Arena Pharmaceuticals, Inc.(b)(c)		10,977,702
	60,094	Biogen Idec, Inc.(b)		17,254,189
	140,416	Cubist Pharmaceuticals, Inc.(b)		9,837,545
	1,154,745	Dyax Corp.(b)		7,632,865
	451,352	Emergent Biosolutions, Inc.(b)		11,897,639
	247,268	Gilead Sciences, Inc.(b)		19,408,065
	680,879	ImmunoGen, Inc.(b)		8,810,574
	248,953	Insys Therapeutics, Inc.(b)		10,222,010
	218,951	Isis Pharmaceuticals, Inc.(b)		5,826,286
	155,288	Medivation, Inc.(b)		9,349,891
	308,368	Myriad Genetics, Inc.(b)(c)		13,016,213
	1,302,956	PDL BioPharma, Inc.(c)		11,062,097
	147,645	Pharmacyclics, Inc.(b)		13,964,264
	61,575	Regeneron Pharmaceuticals, Inc.(b)		18,281,002
	613,539	Sangamo BioSciences, Inc.(b)(c)		8,491,380
	301,796	Theravance, Inc.(b)(c)		8,124,348
	110,100	United Therapeutics Corp.(b)		11,011,101
				242,735,783
		Electronic Equipment & Instruments—2.4%
	108,777	FEI Co.		8,649,947
		Health Care Supplies—3.0%
	257,767	Neogen Corp.(b)		10,768,216
		Life Sciences Tools & Services—18.8%
	491,043	Bruker Corp.(b)		10,144,949
	238,338	Fluidigm Corp.(b)		8,951,975
	119,375	Illumina, Inc.(b)		16,217,094
	604,241	Luminex Corp.(b)		11,607,470
	125,685	Techne Corp.		11,224,927
	100,234	Waters Corp.(b)		9,877,058
				68,023,473
		Pharmaceuticals—2.8%
	870,332	Nektar Therapeutics(b)		10,243,807
		Specialty Chemicals—5.8%
	216,827	Sigma-Aldrich Corp.		20,860,926
		Total Common Stocks (Cost $342,814,273)		361,282,152
		Money Market Fund—0.1%
	156,353	Invesco Premier Portfolio—Institutional Class(d) (Cost $156,353)		156,353
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $342,970,626)—100.1%		361,438,505

Number of Shares			Value
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—10.6%
	38,432,742	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $38,432,742)	$	38,432,742
		Total Investments (Cost $381,403,368)—110.7%		399,871,247
		Other assets less liabilities—(10.7)%		(38,551,537	)
		Net Assets—100.0%	$	361,319,710

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund's gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman & Co.	$	38,022,906	$	(38,022,906	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

35

Schedule of Investments^(a)

PowerShares Dynamic Building & Construction Portfolio (PKB)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Building Products—7.8%
	70,556	A.O. Smith Corp.	$	3,299,198
	38,167	Lennox International, Inc.		3,199,540
	62,929	Universal Forest Products, Inc.		3,177,285
				9,676,023
		Construction & Engineering—27.0%
	109,784	AECOM Technology Corp.(b)		3,559,197
	82,756	Fluor Corp.		6,264,629
	105,996	Jacobs Engineering Group, Inc.(b)		6,115,969
	126,963	KBR, Inc.		3,221,051
	182,581	Quanta Services, Inc.(b)		6,441,458
	142,266	Tutor Perini Corp.(b)		4,211,074
	75,410	URS Corp.		3,553,319
				33,366,697
		Construction Machinery & Heavy Trucks—8.4%
	113,333	Manitowoc Co., Inc. (The)		3,601,723
	60,632	Oshkosh Corp.		3,365,682
	78,746	Terex Corp.		3,408,914
				10,376,319
		Construction Materials—13.4%
	263,056	Headwaters, Inc.(b)		3,282,939
	28,751	Martin Marietta Materials, Inc.		3,574,612
	41,302	Texas Industries, Inc.(b)		3,580,883
	94,638	Vulcan Materials Co.		6,106,990
				16,545,424
		Environmental & Facilities Services—2.8%
	121,418	Tetra Tech, Inc.(b)		3,481,054
		Forest Products—7.6%
	118,505	Boise Cascade Co.(b)		2,964,995
	55,712	Deltic Timber Corp.		3,384,504
	186,618	Louisiana-Pacific Corp.(b)		3,058,669
				9,408,168
		Heavy Electrical Equipment—3.0%
	106,390	Babcock & Wilcox Co. (The)		3,701,308
		Home Furnishings—4.9%
	45,428	Mohawk Industries, Inc.(b)		6,015,122
		Home Improvement Retail—9.8%
	78,373	Home Depot, Inc. (The)		6,231,437
	128,495	Lowe's Cos., Inc.		5,899,206
				12,130,643
		Homebuilding—9.9%
	44,701	Cavco Industries, Inc.(b)		3,484,443
	2,939	NVR, Inc.(b)		3,165,303
	306,307	PulteGroup, Inc.		5,632,986
				12,282,732
		Industrial Machinery—2.7%
	34,738	Hyster-Yale Materials Handling, Inc.		3,348,396
		Oil & Gas Equipment & Services—2.7%
	108,335	Matrix Service Co.(b)		3,355,135
		Total Common Stocks (Cost $116,515,710)		123,687,021

Number of Shares			Value
		Money Market Fund—0.1%
	85,769	Invesco Premier Portfolio—Institutional Class(c) (Cost $85,769)	$	85,769
		Total Investments (Cost $116,601,479)—100.1%		123,772,790
		Other assets less liabilities—(0.1)%		(84,782	)
		Net Assets—100.0%	$	123,688,008

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c) The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

36

Schedule of Investments^(a)

PowerShares Dynamic Energy Exploration & Production Portfolio (PXE)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Gas Utilities—2.5%
	132,040	Questar Corp.	$	3,205,931
		Integrated Oil & Gas—4.4%
	59,565	Occidental Petroleum Corp.		5,703,349
		Oil & Gas Exploration & Production—58.0%
	72,512	Apache Corp.		6,294,042
	27,104	Cimarex Energy Co.		3,228,628
	32,327	Clayton Williams Energy, Inc.(b)		4,670,605
	158,705	Comstock Resources, Inc.		4,411,999
	66,130	Contango Oil & Gas Co.(b)		3,176,885
	191,684	Denbury Resources, Inc.		3,224,125
	89,245	Devon Energy Corp.		6,247,150
	60,704	EOG Resources, Inc.		5,948,992
	171,620	Marathon Oil Corp.		6,204,063
	52,818	Murphy Oil Corp.		3,350,246
	111,244	Newfield Exploration Co.(b)		3,765,609
	70,677	Rosetta Resources, Inc.(b)		3,345,849
	486,196	SandRidge Energy, Inc.(b)		3,335,305
	42,521	SM Energy Co.		3,152,082
	75,857	Southwestern Energy Co.(b)		3,632,033
	87,253	Stone Energy Corp.(b)		4,279,760
	208,091	W&T Offshore, Inc.		3,995,347
	45,638	Whiting Petroleum Corp.(b)		3,364,433
				75,627,153
		Oil & Gas Refining & Marketing—35.1%
	234,201	Alon USA Energy, Inc. (Israel)		3,815,134
	220,222	Alon USA Partners LP (Israel)		4,054,287
	112,968	Delek US Holdings, Inc. (Israel)		3,613,846
	68,815	HollyFrontier Corp.		3,618,981
	68,446	Marathon Petroleum Corp.		6,362,056
	129,691	Northern Tier Energy LP		3,502,954
	124,442	PBF Energy, Inc., Class A		3,830,325
	76,801	Phillips 66		6,391,379
	119,825	Valero Energy Corp.		6,850,395
	86,035	Western Refining, Inc.		3,742,523
				45,781,880
		Total Common Stocks and Other Equity Interests (Cost $114,675,073)		130,318,313
		Money Market Fund—0.1%
	53,397	Invesco Premier Portfolio—Institutional Class(c) (Cost $53,397)		53,397
		Total Investments (Cost $114,728,470)—100.1%		130,371,710
		Other assets less liabilities—(0.1)%		(98,812	)
		Net Assets—100.0%	$	130,272,898

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

37

Schedule of Investments^(a)

PowerShares Dynamic Food & Beverage Portfolio (PBJ)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Agricultural Products—5.3%
	524,621	Archer-Daniels-Midland Co.	$	22,941,676
		Distillers & Vintners—2.6%
	143,378	Constellation Brands, Inc., Class A(b)		11,447,300
		Food Distributors—10.5%
	211,851	Andersons, Inc. (The)		13,196,199
	514,297	Spartan Stores, Inc.		11,077,957
	591,327	Sysco Corp.		21,542,043
				45,816,199
		Food Retail—20.3%
	507,857	Kroger Co. (The)		23,381,736
	285,173	Natural Grocers by Vitamin Cottage, Inc.(b)		10,152,159
	346,567	Safeway, Inc.		11,804,072
	1,795,663	SUPERVALU, Inc.(b)		12,551,684
	230,332	Weis Markets, Inc.		10,616,002
	394,070	Whole Foods Market, Inc.		19,585,279
				88,090,932
		Packaged Foods & Meats—45.7%
	221,000	Cal-Maine Foods, Inc.		13,178,230
	785,528	Dean Foods Co.		12,442,763
	404,525	Diamond Foods, Inc.(b)		12,366,329
	425,735	General Mills, Inc.		22,572,470
	201,282	Hershey Co. (The)		19,371,380
	309,400	Hillshire Brands Co. (The)		11,030,110
	125,085	J & J Snack Foods Corp.		11,707,956
	385,373	Kraft Foods Group, Inc.		21,912,309
	128,802	Lancaster Colony Corp.		12,220,734
	625,906	Mondelez International, Inc., Class A		22,313,549
	662,745	Pilgrim's Pride Corp. (Brazil)(b)		14,487,606
	151,197	Sanderson Farms, Inc.		12,438,977
	294,499	Tyson Foods, Inc., Class A		12,360,123
				198,402,536
		Restaurants—4.8%
	202,227	Jack in the Box, Inc.(b)		10,827,233
	1,212,728	Wendy's Co. (The)		10,077,770
				20,905,003
		Soft Drinks—10.8%
	153,594	Coca-Cola Bottling Co. Consolidated		12,630,035
	246,769	Coca-Cola Enterprises, Inc.		11,213,183
	222,950	Dr Pepper Snapple Group, Inc.		12,355,889
	156,999	Monster Beverage Corp.(b)		10,512,653
				46,711,760
		Total Common Stocks (Cost $417,487,581)		434,315,406
		Money Market Fund—0.0%
	17,269	Invesco Premier Portfolio—Institutional Class(c) (Cost $17,269)		17,269
		Total Investments (Cost $417,504,850)—100.0%		434,332,675
		Other assets less liabilities—0.0%		38,675
		Net Assets—100.0%	$	434,371,350

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c) The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

38

Schedule of Investments^(a)

PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.1%
		Cable & Satellite—3.0%
	164,244	Starz, Class A(b)	$	5,300,154
		Casinos & Gaming—12.3%
	112,960	Las Vegas Sands Corp.		8,938,525
	190,653	MGM Resorts International(b)		4,810,175
	39,715	Wynn Resorts Ltd.		8,097,491
				21,846,191
		Hotels, Resorts & Cruise Lines—16.8%
	430,668	Hilton Worldwide Holdings, Inc.(b)		9,401,483
	193,180	Interval Leisure Group, Inc.		4,978,249
	177,570	Marriott International, Inc., Class A		10,286,630
	99,234	Royal Caribbean Cruises Ltd.		5,272,302
				29,938,664
		Internet Retail—11.7%
	66,887	Expedia, Inc.		4,748,308
	7,138	Priceline Group, Inc. (The)(b)		8,264,019
	96,067	TripAdvisor, Inc.(b)		7,756,450
				20,768,777
		Leisure Facilities—5.8%
	98,734	Cedar Fair LP		5,122,320
	128,736	Six Flags Entertainment Corp.		5,167,463
				10,289,783
		Movies & Entertainment—10.8%
	229,469	AMC Entertainment Holdings, Inc., Class A (China)(b)		5,309,913
	170,815	Lions Gate Entertainment Corp.		4,531,722
	119,162	Walt Disney Co. (The)		9,454,313
				19,295,948
		Restaurants—39.7%
	186,527	ARAMARK Holdings Corp.		5,258,196
	11,700	Biglari Holdings, Inc.(b)		5,019,534
	95,501	Brinker International, Inc.		4,692,919
	36,223	Buffalo Wild Wings, Inc.(b)		5,292,905
	197,612	Burger King Worldwide, Inc.		5,163,602
	17,035	Chipotle Mexican Grill, Inc.(b)		8,491,947
	66,438	Domino's Pizza, Inc.		4,941,658
	101,654	Dunkin' Brands Group, Inc.		4,626,274
	104,572	Fiesta Restaurant Group, Inc.(b)		3,828,381
	91,428	Jack in the Box, Inc.(b)		4,895,055
	28,968	Panera Bread Co., Class A(b)		4,431,235
	103,192	Papa John's International, Inc.		4,526,001
	257,733	Sonic Corp.(b)		4,907,236
	548,283	Wendy's Co. (The)		4,556,232
				70,631,175
		Total Common Stocks and Other Equity Interests (Cost $177,687,768)		178,070,692

Number of Shares			Value
		Money Market Fund—0.0%
	14,105	Invesco Premier Portfolio—Institutional Class(c) (Cost $14,105)	$	14,105
		Total Investments (Cost $177,701,873)—100.1%		178,084,797
		Other assets less liabilities—(0.1)%		(154,991	)
		Net Assets—100.0%	$	177,929,806

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

39

Schedule of Investments^(a)

PowerShares Dynamic Media Portfolio (PBS)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Advertising—8.5%
	291,501	Interpublic Group of Cos., Inc. (The)	$	5,077,947
	96,351	Lamar Advertising Co., Class A(b)		4,809,842
	68,251	Omnicom Group, Inc.		4,619,228
				14,507,017
		Broadcasting—10.5%
	141,177	CBS Corp., Class B		8,154,384
	787,417	Cumulus Media, Inc., Class A(b)		5,047,343
	63,589	Scripps Networks Interactive, Inc., Class A		4,773,626
				17,975,353
		Cable & Satellite—19.5%
	122,041	DIRECTV(b)		9,470,381
	160,949	DISH Network Corp., Class A(b)		9,151,560
	161,525	Starz, Class A(b)		5,212,412
	67,480	Time Warner Cable, Inc.		9,545,721
				33,380,074
		Catalog Retail—3.0%
	90,076	HSN, Inc.		5,228,011
		Data Processing & Outsourced Services—2.6%
	18,113	Alliance Data Systems Corp.(b)		4,381,535
		Internet Retail—6.1%
	112,607	HomeAway, Inc.(b)		3,673,240
	21,241	Netflix, Inc.(b)		6,840,452
				10,513,692
		Internet Software & Services—25.4%
	268,473	Blucora, Inc.(b)		5,168,105
	25,701	CoStar Group, Inc.(b)		4,135,034
	138,332	Facebook, Inc., Class A(b)		8,269,487
	7,791	Google, Inc., Class A(b)		4,167,250
	7,791	Google, Inc., Class C(b)		4,103,208
	66,616	IAC/InterActiveCorp.		4,415,308
	648,113	Monster Worldwide, Inc.(b)		4,465,499
	51,975	Shutterstock, Inc.(b)		3,768,707
	116,311	WebMD Health Corp.(b)		5,128,152
				43,620,750
		IT Consulting & Other Services—5.1%
	138,749	Acxiom Corp.(b)		3,918,272
	296,692	Sapient Corp.(b)		4,827,179
				8,745,451
		Movies & Entertainment—8.0%
	167,987	Lions Gate Entertainment Corp.		4,456,695
	117,181	Walt Disney Co. (The)		9,297,141
				13,753,836
		Publishing—8.5%
	173,628	Gannett Co., Inc.		4,717,473
	314,584	New York Times Co. (The), Class A		5,058,510
	146,413	Scholastic Corp.		4,818,452
				14,594,435
		Specialized Finance—2.8%
	64,847	McGraw-Hill Financial, Inc.		4,794,139
		Total Common Stocks (Cost $177,278,130)		171,494,293

Number of Shares			Value
		Money Market Fund—0.1%
	104,364	Invesco Premier Portfolio—Institutional Class(c) (Cost $104,364)	$	104,364
		Total Investments (Cost $177,382,494)—100.1%		171,598,657
		Other assets less liabilities—(0.1)%		(168,949	)
		Net Assets—100.0%	$	171,429,708

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

40

Schedule of Investments^(a)

PowerShares Dynamic Networking Portfolio (PXQ)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Application Software—5.5%
	22,738	Netscout Systems, Inc.(b)	$	885,873
	18,701	SolarWinds, Inc.(b)		754,024
				1,639,897
		Communications Equipment—61.6%
	32,962	ADTRAN, Inc.		739,338
	30,091	ARRIS Group, Inc.(b)		785,074
	42,106	Aruba Networks, Inc.(b)		832,436
	90,241	Brocade Communications Systems, Inc.(b)		840,144
	35,149	Ciena Corp.(b)		694,896
	72,627	Cisco Systems, Inc.		1,678,410
	35,702	CommScope Holding Co., Inc.(b)		952,529
	14,095	F5 Networks, Inc.(b)		1,482,371
	36,440	Finisar Corp.(b)		952,906
	103,799	Infinera Corp.(b)		930,039
	59,210	Juniper Networks, Inc.(b)		1,461,895
	23,917	Motorola Solutions, Inc.		1,520,643
	25,266	NETGEAR, Inc.(b)		816,092
	22,253	Palo Alto Networks, Inc.(b)		1,414,846
	21,029	QUALCOMM, Inc.		1,655,192
	38,761	Riverbed Technology, Inc.(b)		753,901
	231,530	Sonus Networks, Inc.(b)		757,103
				18,267,815
		Electronic Components—8.8%
	17,988	Amphenol Corp., Class A		1,715,156
	11,973	Belden, Inc.		883,727
				2,598,883
		Internet Software & Services—3.2%
	20,636	LogMeIn, Inc.(b)		937,906
		Semiconductors—2.9%
	20,500	Cavium, Inc.(b)		868,585
		Systems Software—15.0%
	24,023	Barracuda Networks, Inc.(b)		620,514
	27,364	Gigamon, Inc.(b)		431,530
	37,418	Infoblox, Inc.(b)		734,141
	20,836	Proofpoint, Inc.(b)		530,068
	31,856	Qualys, Inc.(b)		614,502
	16,484	VMware, Inc., Class A(b)		1,524,935
				4,455,690
		Technology Hardware, Storage & Peripherals—3.0%
	75,622	QLogic Corp.(b)		875,703
		Total Common Stocks (Cost $25,878,033)		29,644,479
		Money Market Fund—0.2%
	56,702	Invesco Premier Portfolio—Institutional Class(c) (Cost $56,702)		56,702
		Total Investments (Cost $25,934,735)—100.2%		29,701,181
		Other assets less liabilities—(0.2)%		(58,392	)
		Net Assets—100.0%	$	29,642,789

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

41

Schedule of Investments^(a)

PowerShares Dynamic Oil & Gas Services Portfolio (PXJ)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Oil & Gas Drilling—26.0%
	73,073	Atwood Oceanics, Inc.(b)	$	3,621,498
	64,271	Helmerich & Payne, Inc.		6,983,044
	150,378	Nabors Industries Ltd.		3,837,647
	429,127	Parker Drilling Co.(b)		2,845,112
	118,918	Patterson-UTI Energy, Inc.		3,868,403
	303,667	Pioneer Energy Services Corp.(b)		4,545,895
	103,809	Rowan Cos. PLC, Class A(b)		3,209,774
	149,690	Transocean Ltd.		6,447,148
				35,358,521
		Oil & Gas Equipment & Services—74.0%
	100,299	Baker Hughes, Inc.		7,010,900
	145,149	Basic Energy Services, Inc.(b)		3,834,837
	133,919	C&J Energy Services, Inc.(b)		4,025,605
	99,079	Cameron International Corp.(b)		6,436,172
	18,408	Core Laboratories NV		3,454,813
	32,196	Dril-Quip, Inc.(b)		3,642,011
	84,526	Exterran Holdings, Inc.		3,636,308
	115,435	Exterran Partners LP		3,379,937
	72,999	Gulfmark Offshore, Inc., Class A		3,285,685
	111,350	Halliburton Co.		7,022,844
	850,640	ION Geophysical Corp.(b)		3,742,816
	382,931	Key Energy Services, Inc.(b)		3,844,627
	82,381	National Oilwell Varco, Inc.		6,469,380
	311,301	Newpark Resources, Inc.(b)		3,748,064
	48,360	Oceaneering International, Inc.		3,543,821
	36,484	Oil States International, Inc.(b)		3,544,056
	188,033	RPC, Inc.		4,179,974
	68,248	Schlumberger Ltd.		6,930,584
	39,148	SEACOR Holdings, Inc.(b)		3,264,552
	116,993	Superior Energy Services, Inc.		3,851,410
	182,480	Tesco Corp.(b)		3,649,600
	380,726	Weatherford International Ltd.(b)		7,995,246
				100,493,242
		Total Common Stocks and Other Equity Interests (Cost $115,195,614)		135,851,763
		Money Market Fund—0.1%
	152,457	Invesco Premier Portfolio—Institutional Class(c) (Cost $152,457)		152,457
		Total Investments (Cost $115,348,071)—100.1%		136,004,220
		Other assets less liabilities—(0.1)%		(154,770	)
		Net Assets—100.0%	$	135,849,450

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

42

Schedule of Investments^(a)

PowerShares Dynamic Pharmaceuticals Portfolio (PJP)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Biotechnology—21.2%
	458,726	Amgen, Inc.	$	51,262,631
	166,994	Biogen Idec, Inc.(b)		47,947,317
	202,239	Celgene Corp.(b)		29,731,155
	687,168	Gilead Sciences, Inc.(b)		53,935,816
	466,080	Ligand Pharmaceuticals, Inc.(b)		29,442,274
	5,079,504	Novavax, Inc.(b)(c)		22,248,228
				234,567,421
		Health Care Equipment—6.0%
	817,219	Abbott Laboratories		31,659,064
	467,751	Baxter International, Inc.		34,047,595
				65,706,659
		Pharmaceuticals—72.8%
	147,232	Actavis PLC(b)(c)		30,083,915
	1,259,059	Akorn, Inc.(b)		31,753,468
	255,971	Allergan, Inc.		42,450,231
	1,057,215	Auxilium Pharmaceuticals, Inc.(b)		23,797,910
	1,058,040	Bristol-Myers Squibb Co.		52,997,224
	2,697,823	Depomed, Inc.(b)		37,796,500
	954,375	Eli Lilly & Co.		56,403,562
	407,298	Endo International PLC(b)		25,637,373
	333,191	Forest Laboratories, Inc.(b)		30,623,585
	751,124	Hospira, Inc.(b)		34,401,479
	1,261,496	Impax Laboratories, Inc.(b)		32,988,120
	617,560	Johnson & Johnson		62,552,652
	757,951	Lannett Co., Inc.(b)		26,172,048
	1,064,119	Medicines Co. (The)(b)		28,305,565
	998,261	Merck & Co., Inc.		58,458,164
	585,020	Mylan, Inc.(b)		29,707,316
	197,684	Perrigo Co. PLC		28,636,504
	1,771,734	Pfizer, Inc.		55,419,839
	1,141,054	Prestige Brands Holdings, Inc.(b)		38,248,130
	535,115	Questcor Pharmaceuticals, Inc.(c)		43,975,751
	301,235	Salix Pharmaceuticals Ltd.(b)		33,135,850
				803,545,186
		Total Common Stocks (Cost $908,449,972)		1,103,819,266
		Money Market Fund—0.0%
	384,664	Invesco Premier Portfolio—Institutional Class(d) (Cost $384,664)		384,664
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $908,834,636)—100.0%		1,104,203,930

Number of Shares			Value
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—5.3%
	57,893,500	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $57,893,500)	$	57,893,500
		Total Investments (Cost $966,728,136)—105.3%		1,162,097,430
		Other assets less liabilities—(5.3)%		(58,090,606	)
		Net Assets—100.0%	$	1,104,006,824

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund's gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Citibank	$	57,335,202	$	(57,335,202	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

43

Schedule of Investments^(a)

PowerShares Dynamic Retail Portfolio (PMR)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Apparel Retail—8.3%
	12,531	Children's Place Retail Stores, Inc. (The)	$	601,488
	16,274	Foot Locker, Inc.		757,229
	10,934	Jos. A. Bank Clothiers, Inc.(b)		705,790
				2,064,507
		Apparel, Accessories & Luxury Goods—4.7%
	12,694	Michael Kors Holdings Ltd.(b)		1,157,693
		Automotive Retail—15.8%
	5,330	Advance Auto Parts, Inc.		646,475
	13,351	Asbury Automotive Group, Inc.(b)		824,291
	2,311	AutoZone, Inc.(b)		1,233,820
	8,249	O'Reilly Automotive, Inc.(b)		1,227,369
				3,931,955
		Department Stores—7.8%
	7,332	Dillard's, Inc., Class A		718,023
	21,508	Macy's, Inc.		1,235,204
				1,953,227
		Drug Retail—13.0%
	17,014	CVS Caremark Corp.		1,237,258
	103,002	Rite Aid Corp.(b)		751,914
	18,314	Walgreen Co.		1,243,521
				3,232,693
		Food Distributors—2.6%
	30,048	Spartan Stores, Inc.		647,234
		Food Retail—23.6%
	20,262	Fresh Market, Inc. (The)(b)		751,720
	29,672	Kroger Co. (The)		1,366,099
	20,245	Safeway, Inc.		689,545
	17,396	Sprouts Farmers Market, Inc.(b)		556,150
	104,912	SUPERVALU, Inc.(b)		733,335
	13,457	Weis Markets, Inc.		620,233
	23,024	Whole Foods Market, Inc.		1,144,293
				5,861,375
		Forest Products—2.3%
	22,940	Boise Cascade Co.(b)		573,959
		Homefurnishing Retail—2.6%
	22,089	Aaron's, Inc.		650,963
		Hypermarkets & Super Centers—2.6%
	6,672	PriceSmart, Inc.		640,779
		Specialized Consumer Services—2.4%
	14,439	Sotheby's		607,304
		Specialty Stores—8.3%
	9,597	Outerwall, Inc.(b)		665,552
	7,104	Signet Jewelers Ltd.		719,777
	31,237	Zale Corp.(b)		668,159
				2,053,488
		Trucking—6.0%
	2,914	AMERCO		728,820
	14,445	Avis Budget Group, Inc.(b)		759,663
				1,488,483
		Total Common Stocks (Cost $24,897,332)		24,863,660

Number of Shares			Value
		Money Market Fund—0.2%
	47,800	Invesco Premier Portfolio—Institutional Class(c) (Cost $47,800)	$	47,800
		Total Investments (Cost $24,945,132)—100.2%		24,911,460
		Other assets less liabilities—(0.2)%		(47,900	)
		Net Assets—100.0%	$	24,863,560

Notes to Schedule of Investments:

^(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b) Non-income producing security.

^(c) The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

44

Schedule of Investments^(a)

PowerShares Dynamic Semiconductors Portfolio (PSI)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Communications Equipment—5.1%
	13,284	QUALCOMM, Inc.	$	1,045,584
		Semiconductor Equipment—29.7%
	19,882	Advanced Energy Industries, Inc.(b)		435,018
	92,149	Amkor Technology, Inc.(b)		732,585
	52,750	Applied Materials, Inc.		1,005,415
	52,607	Brooks Automation, Inc.		538,170
	45,272	Entegris, Inc.(b)		502,066
	38,069	GT Advanced Technologies, Inc.(b)		632,326
	15,350	KLA-Tencor Corp.		982,246
	47,273	Kulicke & Soffa Industries, Inc. (Singapore)(b)		695,386
	10,546	Lam Research Corp.(b)		607,555
				6,130,767
		Semiconductors—65.2%
	147,041	Advanced Micro Devices, Inc.(b)		601,398
	16,308	Ambarella Inc.(b)		405,254
	28,340	Cirrus Logic, Inc.(b)		631,982
	46,271	Integrated Device Technology, Inc.(b)		539,982
	40,393	Intel Corp.		1,078,089
	20,243	International Rectifier Corp.(b)		527,128
	42,887	Intersil Corp., Class A		529,226
	72,064	Lattice Semiconductor Corp.(b)		606,779
	21,351	Linear Technology Corp.		950,119
	49,191	LSI Corp.		547,988
	35,678	Marvell Technology Group Ltd.		565,853
	11,978	Microchip Technology, Inc.		569,434
	41,345	Micron Technology, Inc.(b)		1,079,931
	23,658	Microsemi Corp.(b)		556,436
	29,681	NVIDIA Corp.		548,208
	31,588	OmniVision Technologies, Inc.(b)		616,914
	58,408	ON Semiconductor Corp.(b)		549,619
	15,385	Skyworks Solutions, Inc.(b)		631,554
	22,245	Texas Instruments, Inc.		1,011,035
	19,161	Xilinx, Inc.		904,208
				13,451,137
		Total Common Stocks (Cost $18,237,567)		20,627,488
		Money Market Fund—0.2%
	37,623	Invesco Premier Portfolio—Institutional Class(c) (Cost $37,623)		37,623
		Total Investments (Cost $18,275,190)—100.2%		20,665,111
		Other assets less liabilities—(0.2)%		(44,119	)
		Net Assets—100.0%	$	20,620,992

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

45

Schedule of Investments^(a)

PowerShares Dynamic Software Portfolio (PSJ)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Application Software—39.7%
	34,857	Aspen Technology, Inc.(b)	$	1,498,502
	57,192	Autodesk, Inc.(b)		2,746,360
	47,283	Comverse, Inc.(b)		1,179,238
	38,390	Intuit, Inc.		2,908,042
	43,190	Manhattan Associates, Inc.(b)		1,361,781
	43,088	Netscout Systems, Inc.(b)		1,678,708
	78,622	Pegasystems, Inc.		1,302,767
	47,502	PROS Holdings, Inc.(b)		1,301,555
	41,630	PTC, Inc.(b)		1,472,453
	32,347	Splunk, Inc.(b)		1,765,176
	42,309	SS&C Technologies Holdings, Inc.(b)		1,646,666
	40,507	Synopsys, Inc.(b)		1,523,873
	9,858	Ultimate Software Group, Inc. (The)(b)		1,179,313
				21,564,434
		Communications Equipment—2.6%
	73,450	Riverbed Technology, Inc.(b)		1,428,603
		Data Processing & Outsourced Services—8.6%
	58,445	CSG Systems International, Inc.		1,540,610
	17,413	DST Systems, Inc.		1,605,305
	28,152	Jack Henry & Associates, Inc.		1,552,864
				4,698,779
		Health Care Technology—7.4%
	48,887	Cerner Corp.(b)		2,507,903
	23,916	Computer Programs & Systems, Inc.		1,509,817
				4,017,720
		Home Entertainment Software—14.3%
	155,050	Activision Blizzard, Inc.		3,102,551
	104,940	Electronic Arts, Inc.(b)		2,969,802
	82,777	Take-Two Interactive Software, Inc.(b)		1,686,995
				7,759,348
		Internet Software & Services—10.6%
	59,358	Constant Contact, Inc.(b)		1,534,998
	30,266	Dealertrack Technologies, Inc.(b)		1,382,854
	21,788	Demandware, Inc.(b)		1,081,338
	39,103	LogMeIn, Inc.(b)		1,777,231
				5,776,421
		IT Consulting & Other Services—3.2%
	36,791	Amdocs Ltd.		1,711,885
		Systems Software—13.6%
	89,559	CA, Inc.		2,699,308
	29,482	MICROS Systems, Inc.(b)		1,518,323
	78,316	Microsoft Corp.		3,163,967
				7,381,598
		Total Common Stocks (Cost $55,225,112)		54,338,788
		Money Market Fund—0.1%
	42,420	Invesco Premier Portfolio—Institutional Class(c) (Cost $42,420)		42,420
		Total Investments (Cost $55,267,532)—100.1%		54,381,208
		Other assets less liabilities—(0.1)%		(45,918	)
		Net Assets—100.0%	$	54,335,290

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

46

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Statements of Assets and Liabilities

April 30, 2014

	PowerShares Dynamic Biotechnology & Genome Portfolio (PBE)			PowerShares Dynamic Building & Construction Portfolio (PKB)			PowerShares Dynamic Energy Exploration & Production Portfolio (PXE)			PowerShares Dynamic Food & Beverage Portfolio (PBJ)			PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ)
Assets:
Unaffiliated investments, at value(a)	$	361,282,152		$	123,687,021		$	130,318,313		$	434,315,406		$	178,070,692
Affiliated investments, at value		38,589,095			85,769			53,397			17,269			14,105
Total investments, at value		399,871,247			123,772,790			130,371,710			434,332,675			178,084,797
Receivables:
Shares sold		3,860,934			—			3,761,291			—			—
Security lending		183,594			—			—			—			—
Dividends		3			34,159			19,765			341,753			7,722
Investments sold		—			—			—			—			—
Other assets		3,330			3,333			3,333			3,330			3,333
Total Assets		403,919,108			123,810,282			134,156,099			434,677,758			178,095,852
Liabilities:
Due to custodian		—			—			—			—			—
Payables:
Collateral upon return of securities loaned		38,432,742			—			—			—			—
Investments purchased		3,860,807			—			3,760,967			—			—
Expenses recaptured		8			269			1,029			236			—
Shares repurchased		—			—			—			—			—
Accrued advisory fees		151,453			51,420			48,553			177,820			69,001
Accrued trustees’ and officer’s fees		20,806			12,986			15,003			17,623			13,384
Accrued expenses		133,582			57,599			57,649			110,729			83,661
Total Liabilities		42,599,398			122,274			3,883,201			306,408			166,046
Net Assets	$	361,319,710		$	123,688,008		$	130,272,898		$	434,371,350		$	177,929,806
Net Assets Consist of:
Shares of beneficial interest	$	505,029,446		$	135,385,959		$	164,120,713		$	455,031,119		$	190,301,885
Undistributed net investment income (loss)		100,216			(42,142	)		565,347			2,361,597			94,984
Undistributed net realized gain (loss)		(162,277,831	)		(18,827,120	)		(50,056,402	)		(39,849,191	)		(12,849,987	)
Net unrealized appreciation (depreciation)		18,467,879			7,171,311			15,643,240			16,827,825			382,924
Net Assets	$	361,319,710		$	123,688,008		$	130,272,898		$	434,371,350		$	177,929,806
Shares outstanding (unlimited amount authorized, $0.01 par value)		9,100,000			5,600,000			3,450,000			16,100,000			5,500,000
Net asset value	$	39.71		$	22.09		$	37.76		$	26.98		$	32.35
Market price	$	39.68		$	22.10		$	37.76		$	26.99		$	32.34
Unaffiliated investments, at cost	$	342,814,273		$	116,515,710		$	114,675,073		$	417,487,581		$	177,687,768
Affiliated investments, at cost	$	38,589,095		$	85,769		$	53,397		$	17,269		$	14,105
Total investments, at cost	$	381,403,368		$	116,601,479		$	114,728,470		$	417,504,850		$	177,701,873
(a) Includes securities on loan with an aggregate value of	$	38,022,906		$	—		$	—		$	—		$	—

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

48

PowerShares Dynamic Media Portfolio (PBS)			PowerShares Dynamic Networking Portfolio (PXQ)			PowerShares Dynamic Oil & Gas Services Portfolio (PXJ)			PowerShares Dynamic Pharmaceuticals Portfolio (PJP)			PowerShares Dynamic Retail Portfolio (PMR)			PowerShares Dynamic Semiconductors Portfolio (PSI)			PowerShares Dynamic Software Portfolio (PSJ)
$	171,494,293		$	29,644,479		$	135,851,763		$	1,103,819,266		$	24,863,660		$	20,627,488		$	54,338,788
	104,364			56,702			152,457			58,278,164			47,800			37,623			42,420
	171,598,657			29,701,181			136,004,220			1,162,097,430			24,911,460			20,665,111			54,381,208
	—			—			—			—			—			—			—
	—			—			—			22,758			—			—			—
	34,991			2,967			17,266			588,637			9,979			6,674			31,980
	9,440,534			—			—			5,685,757			—			—			—
	3,333			3,333			3,330			3,333			3,333			3,333			3,333
	181,077,515			29,707,481			136,024,816			1,168,397,915			24,924,772			20,675,118			54,416,521
	—			—			38,415			—			—			—			—
	—			—			—			57,893,500			—			—			—
	—			—			—			—			—			—			—
	230			—			2			—			—			—			—
	9,440,687			—			—			5,693,035			—			—			—
	82,612			8,740			54,790			451,273			6,801			2,108			20,966
	15,860			12,425			20,774			25,409			11,704			12,178			12,820
	108,418			43,527			61,385			327,874			42,707			39,840			47,445
	9,647,807			64,692			175,366			64,391,091			61,212			54,126			81,231
$	171,429,708		$	29,642,789		$	135,849,450		$	1,104,006,824		$	24,863,560		$	20,620,992		$	54,335,290
$	226,081,682		$	61,208,649		$	317,450,766		$	914,427,185		$	43,993,179		$	72,440,999		$	77,997,730
	103,996			(22,986	)		206,370			1,479,285			94,766			27,239			(31,202	)
	(48,972,133	)		(35,309,320	)		(202,463,835	)		(7,268,940	)		(19,190,713	)		(54,237,167	)		(22,744,914	)
	(5,783,837	)		3,766,446			20,656,149			195,369,294			(33,672	)		2,389,921			(886,324	)
$	171,429,708		$	29,642,789		$	135,849,450		$	1,104,006,824		$	24,863,560		$	20,620,992		$	54,335,290
	7,200,000			950,000			4,850,000			19,150,000			750,000			1,000,000			1,600,000
$	23.81		$	31.20		$	28.01		$	57.65		$	33.15		$	20.62		$	33.96
$	23.79		$	31.19		$	28.00		$	57.60		$	33.14		$	20.62		$	33.93
$	177,278,130		$	25,878,033		$	115,195,614		$	908,449,972		$	24,897,332		$	18,237,567		$	55,225,112
$	104,364		$	56,702		$	152,457		$	58,278,164		$	47,800		$	37,623		$	42,420
$	177,382,494		$	25,934,735		$	115,348,071		$	966,728,136		$	24,945,132		$	18,275,190		$	55,267,532
$	—		$	—		$	—		$	57,335,202		$	—		$	—		$	—

49

Statements of Operations

For the year ended April 30, 2014

	PowerShares Dynamic Biotechnology & Genome Portfolio (PBE)			PowerShares Dynamic Building & Construction Portfolio (PKB)			PowerShares Dynamic Energy Exploration & Production Portfolio (PXE)			PowerShares Dynamic Food & Beverage Portfolio (PBJ)			PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ)
Investment Income:
Unaffiliated dividend income	$	957,330		$	670,460		$	2,223,133		$	5,859,649		$	1,754,661
Affiliated income money market		22			16			16			24			13
Securities lending income		885,463			—			—			—			—
Foreign withholding tax		—			—			—			—			(1,363	)
Total Income		1,842,815			670,476			2,223,149			5,859,673			1,753,311
Expenses:
Advisory fees		1,343,663			523,017			529,009			1,405,861			787,937
Sub-licensing		80,620			31,381			31,740			84,352			47,276
Accounting & administration fees		54,518			36,058			36,058			54,855			37,183
Professional fees		27,439			27,166			30,127			28,895			30,721
Recapture (Note 3)		17,548			3,627			751			86,186			33,153
Trustees’ and officer’s fees		14,836			11,549			11,632			15,995			12,441
Custodian & transfer agent fees		4,827			2,796			3,674			5,173			4,434
Other expenses		55,445			23,423			31,496			47,505			39,627
Total Expenses		1,598,896			659,017			674,487			1,728,822			992,772
Waivers		(140	)		(97	)		(110	)		(159	)		(91	)
Net Expenses		1,598,756			658,920			674,377			1,728,663			992,681
Net Investment Income (Loss)		244,059			11,556			1,548,772			4,131,010			760,630
Realized and Unrealized Gain (Loss):
Net realized gain (loss) from:
Investment securities		2,190,355			(319,533	)		(4,879,355	)		6,006,456			6,260,496
In-kind redemptions		85,786,916			15,688,456			24,045,655			30,850,075			26,308,855
Net increase from payment by affiliate (see Note 3)		—			—			—			—			—
Net realized gain		87,977,271			15,368,923			19,166,300			36,856,531			32,569,351
Net change in unrealized appreciation (depreciation) on investment securities		(20,969,168	)		(5,474,689	)		4,474,440			(2,492,106	)		(13,361,430	)
Net realized and unrealized gain		67,008,103			9,894,234			23,640,740			34,364,425			19,207,921
Net increase in net assets resulting from operations	$	67,252,162		$	9,905,790		$	25,189,512		$	38,495,435		$	19,968,551

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

50

PowerShares Dynamic Media Portfolio (PBS)			PowerShares Dynamic Networking Portfolio (PXQ)			PowerShares Dynamic Oil & Gas Services Portfolio (PXJ)			PowerShares Dynamic Pharmaceuticals Portfolio (PJP)			PowerShares Dynamic Retail Portfolio (PMR)			PowerShares Dynamic Semiconductors Portfolio (PSI)			PowerShares Dynamic Software Portfolio (PSJ)
$	2,464,647		$	162,230		$	1,123,454		$	8,685,113		$	508,813		$	194,619		$	339,269
	22			12			17			59			10			10			19
	25,649			—			—			188,664			—			—			—
	(4,068	)		—			(5,647	)		—			—			—			—
	2,486,250			162,242			1,117,824			8,873,836			508,823			194,629			339,288
	1,236,447			158,719			603,621			4,058,764			160,007			82,715			274,804
	74,187			9,523			36,217			243,526			9,599			4,963			16,488
	51,804			36,058			36,058			161,559			36,058			36,058			36,058
	27,766			26,017			26,078			35,775			24,392			24,676			25,182
	89,828			—			118			18,411			—			—			—
	15,054			9,399			11,912			28,409			9,403			9,029			10,063
	4,746			3,555			4,061			7,454			2,492			2,484			2,203
	39,185			15,620			23,026			120,599			12,091			13,499			16,264
	1,539,017			258,891			741,091			4,674,497			254,042			173,424			381,062
	(141	)		(58,971	)		(110	)		(408	)		(52,899	)		(69,257	)		(34,897	)
	1,538,876			199,920			740,981			4,674,089			201,143			104,167			346,165
	947,374			(37,678	)		376,843			4,199,747			307,680			90,462			(6,877	)
	(5,690,425	)		(2,329,271	)		(7,924,363	)		20,479,123			(1,513,014	)		(344,266	)		2,261,446
	70,300,592			5,932,428			10,557,023			125,141,652			7,904,180			4,420,319			12,749,963
	—			—			2,071,089			—			—			—			—
	64,610,167			3,603,157			4,703,749			145,620,775			6,391,166			4,076,053			15,011,409
	(27,651,727	)		3,901,364			22,095,104			109,005,911			(3,531,138	)		1,207,489			(8,514,120	)
	36,958,440			7,504,521			26,798,853			254,626,686			2,860,028			5,283,542			6,497,289
$	37,905,814		$	7,466,843		$	27,175,696		$	258,826,433		$	3,167,708		$	5,374,004		$	6,490,412

51

Statements of Changes in Net Assets

For the years ended April 30, 2014 and 2013

	PowerShares Dynamic Biotechnology & Genome Portfolio (PBE)						PowerShares Dynamic Building & Construction Portfolio (PKB)
	2014			2013			2014			2013
Operations:
Net investment income (loss)	$	244,059		$	(265,369	)	$	11,556		$	241,987
Net realized gain		87,977,271			12,127,152			15,368,923			8,903,971
Net change in unrealized appreciation (depreciation)		(20,969,168	)		21,227,732			(5,474,689	)		8,901,943
Net increase (decrease) in net assets resulting from operations		67,252,162			33,089,515			9,905,790			18,047,901
Distributions to Shareholders from:
Net investment income		—			—			—			(322,061	)
Shareholder Transactions:
Proceeds from shares sold		370,953,512			79,409,291			98,038,267			117,839,052
Value of shares repurchased		(232,339,347	)		(93,948,251	)		(88,376,874	)		(62,044,425	)
Net increase (decrease) in net assets resulting from shares transactions		138,614,165			(14,538,960	)		9,661,393			55,794,627
Increase in Net Assets		205,866,327			18,550,555			19,567,183			73,520,467
Net Assets:
Beginning of year		155,453,383			136,902,828			104,120,825			30,600,358
End of year	$	361,319,710		$	155,453,383		$	123,688,008		$	104,120,825
Undistributed net investment income (loss) at end of year	$	100,216		$	(143,843	)	$	(42,142	)	$	(72,549	)
Changes in Shares Outstanding:
Shares sold		9,650,000			3,450,000			4,600,000			6,850,000
Shares repurchased		(6,050,000	)		(4,100,000	)		(4,300,000	)		(3,700,000	)
Shares outstanding, beginning of year		5,500,000			6,150,000			5,300,000			2,150,000
Shares outstanding, end of year		9,100,000			5,500,000			5,600,000			5,300,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

52

PowerShares Dynamic Energy Exploration & Production Portfolio (PXE)						PowerShares Dynamic Food & Beverage Portfolio (PBJ)						PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ)						PowerShares Dynamic Media Portfolio (PBS)
2014			2013			2014			2013			2014			2013			2014			2013
$	1,548,772		$	1,477,559		$	4,131,010		$	1,693,886		$	760,630		$	321,637		$	947,374		$	881,044
	19,166,300			2,451,491			36,856,531			9,879,651			32,569,351			7,601,493			64,610,167			22,114,907
	4,474,440			11,077,590			(2,492,106	)		12,783,411			(13,361,430	)		5,981,019			(27,651,727	)		11,226,828
	25,189,512			15,006,640			38,495,435			24,356,948			19,968,551			13,904,149			37,905,814			34,222,779
	(1,698,221	)		(1,748,096	)		(1,980,743	)		(1,927,726	)		(649,713	)		(444,843	)		(902,729	)		(917,905	)
	188,944,898			85,567,201			418,924,441			213,982,354			250,556,813			98,219,830			437,394,072			167,843,900
	(186,590,268	)		(61,990,794	)		(257,294,105	)		(169,224,165	)		(177,711,187	)		(83,592,336	)		(453,755,849	)		(188,335,046	)
	2,354,630			23,576,407			161,630,336			44,758,189			72,845,626			14,627,494			(16,361,777	)		(20,491,146	)
	25,845,921			36,834,951			198,145,028			67,187,411			92,164,464			28,086,800			20,641,308			12,813,728
	104,426,977			67,592,026			236,226,322			169,038,911			85,765,342			57,678,542			150,788,400			137,974,672
$	130,272,898		$	104,426,977		$	434,371,350		$	236,226,322		$	177,929,806		$	85,765,342		$	171,429,708		$	150,788,400
$	565,347		$	264,270		$	2,361,597		$	211,330		$	94,984		$	(7,801	)	$	103,996		$	59,351
	5,850,000			3,000,000			16,150,000			9,800,000			7,900,000			4,300,000			18,700,000			9,950,000
	(5,850,000	)		(2,300,000	)		(10,050,000	)		(8,350,000	)		(5,550,000	)		(3,750,000	)		(19,000,000	)		(11,750,000	)
	3,450,000			2,750,000			10,000,000			8,550,000			3,150,000			2,600,000			7,500,000			9,300,000
	3,450,000			3,450,000			16,100,000			10,000,000			5,500,000			3,150,000			7,200,000			7,500,000

53

Statements of Changes in Net Assets (continued)

For the years ended April 30, 2014 and 2013

	PowerShares Dynamic Networking Portfolio (PXQ)						PowerShares Dynamic Oil & Gas Services Portfolio (PXJ)
	2014			2013			2014			2013
Operations:
Net investment income (loss)	$	(37,678	)	$	385,175		$	376,843		$	228,116
Net realized gain (loss)		3,603,157			(7,027,151	)		4,703,749			(6,085,786	)
Net change in unrealized appreciation (depreciation)		3,901,364			(2,041,654	)		22,095,104			14,972,383
Net increase (decrease) in net assets resulting from operations		7,466,843			(8,683,630	)		27,175,696			9,114,713
Distributions to Shareholders from:
Net investment income		(230,610	)		(93,171	)		(414,523	)		(143,856	)
Shareholder Transactions:
Proceeds from shares sold		15,967,749			11,278,766			89,598,341			149,307,907
Value of shares repurchased		(23,560,809	)		(54,241,007	)		(97,482,772	)		(188,790,791	)
Net increase (decrease) in net assets resulting from shares transactions		(7,593,060	)		(42,962,241	)		(7,884,431	)		(39,482,884	)
Increase (Decrease) in Net Assets		(356,827	)		(51,739,042	)		18,876,742			(30,512,027	)
Net Assets:
Beginning of year		29,999,616			81,738,658			116,972,708			147,484,735
End of year	$	29,642,789		$	29,999,616		$	135,849,450		$	116,972,708
Undistributed net investment income (loss) at end of year	$	(22,986	)	$	222,354		$	206,370		$	71,156
Changes in Shares Outstanding:
Shares sold		550,000			450,000			3,650,000			7,200,000
Shares repurchased		(800,000	)		(2,200,000	)		(4,000,000	)		(9,200,000	)
Shares outstanding, beginning of year		1,200,000			2,950,000			5,200,000			7,200,000
Shares outstanding, end of year		950,000			1,200,000			4,850,000			5,200,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

54

PowerShares Dynamic Pharmaceuticals Portfolio (PJP)						PowerShares Dynamic Retail Portfolio (PMR)						PowerShares Dynamic Semiconductors Portfolio (PSI)						PowerShares Dynamic Software Portfolio (PSJ)
2014			2013			2014			2013			2014			2013			2014			2013
$	4,199,747		$	5,001,201		$	307,680		$	1,272,606		$	90,462		$	135,816		$	(6,877	)	$	(12,345	)
	145,620,775			24,761,162			6,391,166			3,492,860			4,076,053			(742,479	)		15,011,409			2,492,754
	109,005,911			57,938,799			(3,531,138	)		(2,243,383	)		1,207,489			(64,085	)		(8,514,120	)		2,706,450
	258,826,433			87,701,162			3,167,708			2,522,083			5,374,004			(670,748	)		6,490,412			5,186,859
	(3,255,531	)		(4,861,110	)		(250,815	)		(1,304,529	)		(107,690	)		(140,761	)		—			—
	645,323,430			215,166,666			52,577,848			63,080,768			20,754,635			10,919,661			50,413,954			36,626,496
	(265,192,841	)		(100,086,731	)		(55,381,501	)		(116,191,131	)		(22,144,327	)		(14,625,193	)		(50,826,283	)		(43,265,846	)
	380,130,589			115,079,935			(2,803,653	)		(53,110,363	)		(1,389,692	)		(3,705,532	)		(412,329	)		(6,639,350	)
	635,701,491			197,919,987			113,240			(51,892,809	)		3,876,622			(4,517,041	)		6,078,083			(1,452,491	)
	468,305,333			270,385,346			24,750,320			76,643,129			16,744,370			21,261,411			48,257,207			49,709,698
$	1,104,006,824		$	468,305,333		$	24,863,560		$	24,750,320		$	20,620,992		$	16,744,370		$	54,335,290		$	48,257,207
$	1,479,285		$	535,069		$	94,766		$	37,901		$	27,239		$	44,467		$	(31,202	)	$	(8,388	)
	12,600,000			6,050,000			1,600,000			2,500,000			1,150,000			750,000			1,500,000			1,350,000
	(4,950,000	)		(3,000,000	)		(1,700,000	)		(4,600,000	)		(1,250,000	)		(1,000,000	)		(1,500,000	)		(1,600,000	)
	11,500,000			8,450,000			850,000			2,950,000			1,100,000			1,350,000			1,600,000			1,850,000
	19,150,000			11,500,000			750,000			850,000			1,000,000			1,100,000			1,600,000			1,600,000

55

Financial Highlights

PowerShares Dynamic Biotechnology & Genome Portfolio (PBE)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	28.26		$	22.26		$	23.14		$	19.67		$	12.90
Net investment income (loss)(a)		0.03			(0.05	)		(0.04	)		(0.05	)		0.06	(b)
Net realized and unrealized gain (loss) on investments		11.42			6.05			(0.84	)		3.52			6.79
Total from investment operations		11.45			6.00			(0.88	)		3.47			6.85
Distributions to shareholders from:
Net investment income		—			—			—			—			(0.06	)
Return of capital		—			—			—			—			(0.02	)
Total distributions		—			—			—			—			(0.08	)
Net asset value at end of year	$	39.71		$	28.26		$	22.26		$	23.14		$	19.67
Market price at end of year(c)	$	39.68		$	28.27		$	22.21		$	23.18		$	19.68
Net Asset Value Total Return:(d)		40.52	%		26.96	%		(3.80	)%		17.64	%		53.19	%
Market Price Total Return(d)		40.36	%		27.29	%		(4.18	)%		17.78	%		53.63	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	361,320		$	155,453		$	136,903		$	217,553		$	214,391
Ratio to average net assets of:
Expenses, after Waivers		0.59	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.59	%		0.63	%		0.64	%		0.65	%		0.61	%
Net investment income (loss), after Waivers		0.09	%		(0.20	)%		(0.21	)%		(0.23	)%		0.36	%(b)
Portfolio turnover rate(e)		64	%		53	%		53	%		81	%		80	%

PowerShares Dynamic Building & Construction Portfolio (PKB)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	19.65		$	14.23		$	14.11		$	13.92		$	10.92
Net investment income(a)		0.00	(f)		0.07			0.02			0.68	(g)		0.01
Net realized and unrealized gain on investments		2.44			5.44			0.12			0.29	(h)		3.01
Total from investment operations		2.44			5.51			0.14			0.97			3.02
Distributions to shareholders from:
Net investment income		—			(0.09	)		(0.02	)		(0.66	)		(0.02	)
Return of capital		—			—			—			(0.12	)		—
Total distributions		—			(0.09	)		(0.02	)		(0.78	)		(0.02	)
Net asset value at end of year	$	22.09		$	19.65		$	14.23		$	14.11		$	13.92
Market price at end of year(c)	$	22.10		$	19.63		$	14.20		$	14.09		$	13.92
Net Asset Value Total Return:(d)		12.42	%		38.85	%		0.99	%		7.49	%		27.65	%
Market Price Total Return(d)		12.58	%		39.01	%		0.92	%		7.34	%		27.42	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	123,688		$	104,121		$	30,600		$	40,204		$	50,114
Ratio to average net assets of:
Expenses, after Waivers		0.63	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.63	%		0.69	%		1.01	%		0.91	%		0.76	%
Net investment income, after Waivers		0.01	%		0.44	%		0.12	%		5.25	%(g)		0.07	%
Portfolio turnover rate(e)		117	%		95	%		72	%		75	%		59	%

^(a)  Based on average shares outstanding.

^(b)  Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $1.41 per share owned of PDL BioPharma, Inc. on December 15, 2009. Net investment loss per share and the ratio of net investment loss to average net assets excluding the special dividend are $(0.03) and (0.18)%, respectively.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

^(f)  Amount represents less than $0.005.

^(g)  Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $1.65 per share owned of Weyerhaeuser Co. on July 20, 2010. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.03 and 0.26%, respectively.

^(h)  Due to the timing of creations and redemptions of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Fund’s change in net realized and unrealized gain (loss) on investment securities and in-kind transactions for the period.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

56

Financial Highlights (continued)

PowerShares Dynamic Energy Exploration & Production Portfolio (PXE)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	30.27		$	24.58		$	27.67		$	18.46		$	13.17
Net investment income(a)		0.48			0.53			0.19			0.12			0.10
Net realized and unrealized gain (loss) on investments		7.55			5.81			(2.94	)		9.21			5.27
Total from investment operations		8.03			6.34			(2.75	)		9.33			5.37
Distributions to shareholders from:
Net investment income		(0.54	)		(0.65	)		(0.34	)		(0.12	)		(0.07	)
Return of capital		—			—			—			—			(0.01	)
Total distributions		(0.54	)		(0.65	)		(0.34	)		(0.12	)		(0.08	)
Net asset value at end of year	$	37.76		$	30.27		$	24.58		$	27.67		$	18.46
Market price at end of year(b)	$	37.76		$	30.23		$	24.57		$	27.65		$	18.46
Net Asset Value Total Return:(c)		26.93	%		26.14	%		(9.86	)%		50.80	%		40.87	%
Market Price Total Return(c)		27.10	%		26.03	%		(9.83	)%		50.69	%		41.08	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	130,273		$	104,427		$	67,592		$	118,975		$	59,983
Ratio to average net assets of:
Expenses, after Waivers		0.64	%		0.65	%		0.65	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.64	%		0.69	%		0.73	%		0.76	%		0.76	%
Net investment income, after Waivers		1.46	%		1.97	%		0.81	%		0.57	%		0.62	%
Portfolio turnover rate(d)		96	%		80	%		94	%		57	%		68	%

PowerShares Dynamic Food & Beverage Portfolio (PBJ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	23.62		$	19.77		$	19.76		$	16.00		$	12.73
Net investment income(a)		0.38			0.26			0.22			0.24			0.20
Net realized and unrealized gain (loss) on investments		3.19			3.92			(0.03	)		3.73			3.33
Total from investment operations		3.57			4.18			0.19			3.97			3.53
Distributions to shareholders from:
Net investment income		(0.21	)		(0.33	)		(0.18	)		(0.21	)		(0.26	)
Net asset value at end of year	$	26.98		$	23.62		$	19.77		$	19.76		$	16.00
Market price at end of year(b)	$	26.99		$	23.61		$	19.77		$	19.81		$	16.01
Net Asset Value Total Return:(c)		15.16	%		21.45	%		1.02	%		24.99	%		28.08	%
Market Price Total Return(c)		15.25	%		21.40	%		0.77	%		25.23	%		28.06	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	434,371		$	236,226		$	169,039		$	91,881		$	72,795
Ratio to average net assets of:
Expenses, after Waivers		0.61	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.61	%		0.63	%		0.64	%		0.71	%		0.74	%
Net investment income, after Waivers		1.47	%		1.28	%		1.13	%		1.39	%		1.41	%
Portfolio turnover rate(d)		145	%		92	%		134	%		73	%		65	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

57

Financial Highlights (continued)

PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	27.23		$	22.18		$	19.34		$	16.52		$	10.65
Net investment income(a)		0.15			0.12			0.15			0.16			0.05
Net realized and unrealized gain on investments		5.10			5.09			2.82			2.81			5.88
Total from investment operations		5.25			5.21			2.97			2.97			5.93
Distributions to shareholders from:
Net investment income		(0.13	)		(0.16	)		(0.13	)		(0.15	)		(0.06	)
Net asset value at end of year	$	32.35		$	27.23		$	22.18		$	19.34		$	16.52
Market price at end of year(b)	$	32.34		$	27.21		$	22.20		$	19.34		$	16.54
Net Asset Value Total Return:(c)		19.29	%		23.67	%		15.49	%		18.03	%		55.81	%
Market Price Total Return(c)		19.34	%		23.47	%		15.59	%		17.89	%		56.29	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	177,930		$	85,765		$	57,679		$	60,933		$	62,794
Ratio to average net assets of:
Expenses, after Waivers		0.63	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.63	%		0.69	%		0.80	%		0.78	%		1.06	%
Net investment income, after Waivers		0.48	%		0.52	%		0.80	%		0.92	%		0.41	%
Portfolio turnover rate(d)		171	%		93	%		90	%		58	%		68	%

PowerShares Dynamic Media Portfolio (PBS)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	20.11		$	14.84		$	15.61		$	13.68		$	8.25
Net investment income(a)		0.09			0.12			0.08			0.07			0.06
Net realized and unrealized gain (loss) on investments		3.70			5.28			(0.76	)		1.93			5.42
Total from investment operations		3.79			5.40			(0.68	)		2.00			5.48
Distributions to shareholders from:
Net investment income		(0.09	)		(0.13	)		(0.09	)		(0.07	)		(0.05	)
Return of capital		—			—			—			—			(0.00	)(e)
Total distributions		(0.09	)		(0.13	)		(0.09	)		(0.07	)		(0.05	)
Net asset value at end of year	$	23.81		$	20.11		$	14.84		$	15.61		$	13.68
Market price at end of year(b)	$	23.79		$	20.10		$	14.84		$	15.61		$	13.70
Net Asset Value Total Return:(c)		18.87	%		36.62	%		(4.33	)%		14.68	%		66.55	%
Market Price Total Return(c)		18.83	%		36.55	%		(4.33	)%		14.51	%		66.59	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	171,430		$	150,788		$	137,975		$	156,881		$	125,875
Ratio to average net assets of:
Expenses, after Waivers		0.62	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.62	%		0.63	%		0.65	%		0.69	%		0.77	%
Net investment income, after Waivers		0.38	%		0.71	%		0.60	%		0.57	%		0.51	%
Portfolio turnover rate(d)		120	%		70	%		89	%		53	%		50	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

^(e)  Amount represents less than $0.005.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

58

Financial Highlights (continued)

PowerShares Dynamic Networking Portfolio (PXQ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	25.00		$	27.71		$	29.20		$	21.08		$	13.56
Net investment income (loss)(a)		(0.04	)		0.20	(b)		(0.06	)		(0.10	)		(0.09	)
Net realized and unrealized gain (loss) on investments		6.44			(2.85	)		(1.43	)		8.33			7.61
Total from investment operations		6.40			(2.65	)		(1.49	)		8.23			7.52
Distributions to shareholders from:
Net investment income		(0.20	)		(0.06	)		—			—			—
Return of capital		—			—			—			(0.11	)		—
Total distributions		(0.20	)		(0.06	)		—			(0.11	)		—
Net asset value at end of year	$	31.20		$	25.00		$	27.71		$	29.20		$	21.08
Market price at end of year(c)	$	31.19		$	24.97		$	27.68		$	29.20		$	21.11
Net Asset Value Total Return:(d)		25.69	%		(9.57	)%		(5.10	)%		39.08	%		55.46	%
Market Price Total Return(d)		25.80	%		(9.58	)%		(5.20	)%		38.89	%		55.45	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	29,643		$	30,000		$	81,739		$	172,291		$	47,437
Ratio to average net assets of:
Expenses, after Waivers		0.63	%		0.64	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.82	%		0.75	%		0.67	%		0.70	%		0.95	%
Net investment income (loss), after Waivers		(0.12	)%		0.81	%(b)		(0.22	)%		(0.38	)%		(0.50	)%
Portfolio turnover rate(e)		69	%		68	%		84	%		61	%		29	%

PowerShares Dynamic Oil & Gas Services Portfolio (PXJ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	22.49		$	20.48		$	26.38		$	18.03		$	13.09
Net investment income (loss)(a)		0.08			0.04			(0.01	)		0.07			0.04
Net realized and unrealized gain (loss) on investments		5.53	(f)		2.00			(5.89	)		8.36			4.98
Total from investment operations		5.61			2.04			(5.90	)		8.43			5.02
Distributions to shareholders from:
Net investment income		(0.09	)		(0.03	)		(0.00	)(g)		(0.08	)		(0.06	)
Return of capital		—			—			—			—			(0.02	)
Total distributions		(0.09	)		(0.03	)		(0.00	)(g)		(0.08	)		(0.08	)
Net asset value at end of year	$	28.01		$	22.49		$	20.48		$	26.38		$	18.03
Market price at end of year(c)	$	28.00		$	22.49		$	20.48		$	26.38		$	18.02
Net Asset Value Total Return:(d)		24.98	%(f)		9.95	%		(22.36	)%		46.84	%		38.41	%
Market Price Total Return(d)		24.94	%		9.95	%		(22.36	)%		46.93	%		38.13	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	135,849		$	116,973		$	147,485		$	309,972		$	170,358
Ratio to average net assets of:
Expenses, after Waivers		0.61	%		0.62	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.61	%		0.62	%		0.63	%		0.64	%		0.63	%
Net investment income (loss), after Waivers		0.31	%		0.18	%		(0.03	)%		0.36	%		0.24	%
Portfolio turnover rate(e)		259	%(f)		68	%		70	%		39	%		56	%

^(a)  Based on average shares outstanding.

^(b)  Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $1 per share owned of Tellabs, Inc. on December 24, 2012. Net investment loss per share and the ratio of net investment loss to average net assets excluding the special dividend are $(0.01) and (0.05)%, respectively.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

^(f)  Amount includes the effect of the Adviser pay-in for an economic loss of $0.43 per share. Had the pay-in not been made, the net asset value total return would have been 23.06%. In addition, the portfolio turnover calculation includes the value of securities purchased and sold related to this transaction.

^(g)  Amount represents less than $0.005.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

59

Financial Highlights (continued)

PowerShares Dynamic Pharmaceuticals Portfolio (PJP)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	40.72		$	32.00		$	26.15		$	19.55		$	13.91
Net investment income(a)		0.26			0.54	(b)		0.22			0.17			0.14
Net realized and unrealized gain on investments		16.90			8.72			5.83			6.56			5.76
Total from investment operations		17.16			9.26			6.05			6.73			5.90
Distributions to shareholders from:
Net investment income		(0.23	)		(0.54	)		(0.20	)		(0.13	)		(0.26	)
Net asset value at end of year	$	57.65		$	40.72		$	32.00		$	26.15		$	19.55
Market price at end of year(c)	$	57.60		$	40.72		$	31.99		$	26.17		$	19.54
Net Asset Value Total Return:(d)		42.27	%		29.25	%		23.29	%		34.55	%		42.69	%
Market Price Total Return(d)		42.15	%		29.29	%		23.16	%		34.73	%		42.51	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	1,104,007		$	468,305		$	270,385		$	87,606		$	57,662
Ratio to average net assets of:
Expenses, after Waivers		0.58	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.58	%		0.63	%		0.64	%		0.76	%		0.74	%
Net investment income, after Waivers		0.52	%		1.52	%(b)		0.77	%		0.78	%		0.83	%
Portfolio turnover rate(e)		39	%		24	%		23	%		9	%		35	%

PowerShares Dynamic Retail Portfolio (PMR)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	29.12		$	25.98		$	21.88		$	18.67		$	14.64
Net investment income(a)		0.32			0.66			0.16			0.18			0.06
Net realized and unrealized gain on investments		3.99			3.11			4.17			3.21			4.08
Total from investment operations		4.31			3.77			4.33			3.39			4.14
Distributions to shareholders from:
Net investment income		(0.28	)		(0.63	)		(0.23	)		(0.18	)		(0.11	)
Net asset value at end of year	$	33.15		$	29.12		$	25.98		$	21.88		$	18.67
Market price at end of year(c)	$	33.14		$	29.11		$	25.98		$	21.90		$	18.68
Net Asset Value Total Return:(d)		14.81	%		14.87	%		20.06	%		18.35	%		28.49	%
Market Price Total Return(d)		14.81	%		14.83	%		19.95	%		18.39	%		28.56	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	24,864		$	24,750		$	76,643		$	13,130		$	24,273
Ratio to average net assets of:
Expenses, after Waivers		0.63	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.79	%		0.74	%		0.87	%		1.63	%		0.89	%
Net investment income, after Waivers		0.96	%		2.59	%		0.75	%		1.01	%		0.44	%
Portfolio turnover rate(e)		184	%		83	%		111	%		102	%		52	%

^(a)  Based on average shares outstanding.

^(b)  Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $4 per share owned of Warner Chilcott PLC. on August 29, 2012. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.32 and 0.91%, respectively.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

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Financial Highlights (continued)

PowerShares Dynamic Semiconductors Portfolio (PSI)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	15.22		$	15.75		$	18.19		$	14.29		$	10.39
Net investment income(a)		0.10			0.11			0.06			0.01			0.05
Net realized and unrealized gain (loss) on investments		5.41			(0.52	)		(2.47	)		3.92			3.91
Total from investment operations		5.51			(0.41	)		(2.41	)		3.93			3.96
Distribution to shareholder from:
Net investment income		(0.11	)		(0.12	)		(0.03	)		(0.01	)		(0.06	)
Return of capital		—			—			—			(0.02	)		(0.00	)(b)
Total distributions		(0.11	)		(0.12	)		(0.03	)		(0.03	)		(0.06	)
Net asset value at end of year	$	20.62		$	15.22		$	15.75		$	18.19		$	14.29
Market price at end of year(c)	$	20.62		$	15.19		$	15.71		$	18.20		$	14.29
Net Asset Value Total Return:(d)		36.38	%		(2.56	)%		(13.20	)%		27.57	%		38.16	%
Market Price Total Return(d)		36.66	%		(2.50	)%		(13.47	)%		27.64	%		38.16	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	20,621		$	16,744		$	21,261		$	42,749		$	28,573
Ratio to average net assets of:
Expenses, after Waivers		0.63	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		1.05	%		1.05	%		1.02	%		0.97	%		0.90	%
Net investment income, after Waivers		0.55	%		0.77	%		0.42	%		0.04	%		0.39	%
Portfolio turnover rate(e)		126	%		91	%		57	%		64	%		68	%

PowerShares Dynamic Software Portfolio (PSJ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	30.16		$	26.87		$	27.47		$	22.54		$	15.37
Net investment income (loss)(a)		(0.00	)(b)		(0.01	)		(0.07	)		(0.07	)		(0.07	)
Net realized and unrealized gain (loss) on investments		3.80			3.30			(0.53	)		5.00			7.24
Total from investment operations		3.80			3.29			(0.60	)		4.93			7.17
Net asset value at end of year	$	33.96		$	30.16		$	26.87		$	27.47		$	22.54
Market price at end of year(c)	$	33.93		$	30.12		$	26.87		$	27.48		$	22.55
Net Asset Value Total Return:(d)		12.60	%		12.24	%		(2.19	)%		21.87	%		46.65	%
Market Price Total Return(d)		12.65	%		12.09	%		(2.22	)%		21.86	%		46.71	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	54,335		$	48,257		$	49,710		$	83,774		$	67,626
Ratio to average net assets of:
Expenses, after Waivers		0.63	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.69	%		0.74	%		0.78	%		0.77	%		0.75	%
Net investment income (loss), after Waivers		(0.01	)%		(0.03	)%		(0.29	)%		(0.29	)%		(0.38	)%
Portfolio turnover rate(e)		150	%		95	%		100	%		46	%		33	%

^(a)  Based on average shares outstanding.

^(b)  Amount represents less than $0.005.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

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Notes to Financial Statements

PowerShares Exchange-Traded Fund Trust

April 30, 2014

Note 1. Organization

PowerShares Exchange-Traded Fund Trust (the “Trust”) was organized as a Massachusetts business trust on June 9, 2000 and is authorized to have multiple series of portfolios. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of April 30, 2014, the Trust offered fifty-three portfolios. This report includes the following portfolios:

Full Name	Short Name
PowerShares Dynamic Biotechnology & Genome Portfolio (PBE)	“Dynamic Biotechnology & Genome Portfolio”
PowerShares Dynamic Building & Construction Portfolio (PKB)	“Dynamic Building & Construction Portfolio”
PowerShares Dynamic Energy Exploration & Production Portfolio (PXE)	“Dynamic Energy Exploration & Production Portfolio”
PowerShares Dynamic Food & Beverage Portfolio (PBJ)	“Dynamic Food & Beverage Portfolio”
PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ)	“Dynamic Leisure and Entertainment Portfolio”
PowerShares Dynamic Media Portfolio (PBS)	“Dynamic Media Portfolio”
PowerShares Dynamic Networking Portfolio (PXQ)	“Dynamic Networking Portfolio”
PowerShares Dynamic Oil & Gas Services Portfolio (PXJ)	“Dynamic Oil & Gas Services Portfolio”
PowerShares Dynamic Pharmaceuticals Portfolio (PJP)	“Dynamic Pharmaceuticals Portfolio”
PowerShares Dynamic Retail Portfolio (PMR)	“Dynamic Retail Portfolio”
PowerShares Dynamic Semiconductors Portfolio (PSI)	“Dynamic Semiconductors Portfolio”
PowerShares Dynamic Software Portfolio (PSJ)	“Dynamic Software Portfolio”

Each portfolio (each, a “Fund”, and collectively, the “Funds”) represents a separate series of the Trust. The shares of the Funds are referred to herein as “Shares” or “Fund’s Shares.” Each Fund’s Shares are listed and traded on NYSE Arca, Inc.

The market prices of each Fund’s Shares may differ to some degree from the Fund’s net asset value (“NAV”). Unlike conventional mutual funds, each Fund issues and redeems Shares on a continuous basis, at NAV, only in a large specified number of Shares, each called a “Creation Unit.” Creation Units are issued and in exchange for the deposit or delivery of a basket of securities (“Deposit Securities”). Except when aggregated in Creation Units by Authorized Participants, the Shares are not individually redeemable securities of the Funds.

The investment objective of each Fund is to seek investment results that generally correspond (before fees and expenses) to the price and yield of its respective index listed below (each, an “Underlying Index”):

Fund	Underlying Index
Dynamic Biotechnology & Genome Portfolio	Dynamic Biotech & Genome IntellidexSM Index
Dynamic Building & Construction Portfolio	Dynamic Building & Construction IntellidexSM Index
Dynamic Energy Exploration & Production Portfolio	Dynamic Energy Exploration & Production IntellidexSM Index
Dynamic Food & Beverage Portfolio	Dynamic Food & Beverage IntellidexSM Index
Dynamic Leisure and Entertainment Portfolio	Dynamic Leisure & Entertainment IntellidexSM Index
Dynamic Media Portfolio	Dynamic Media IntellidexSM Index
Dynamic Networking Portfolio	Dynamic Networking IntellidexSM Index
Dynamic Oil & Gas Services Portfolio	Dynamic Oil Services IntellidexSM Index
Dynamic Pharmaceuticals Portfolio	Dynamic Pharmaceutical IntellidexSM Index
Dynamic Retail Portfolio	Dynamic Retail IntellidexSM Index
Dynamic Semiconductors Portfolio	Dynamic Semiconductor IntellidexSM Index
Dynamic Software Portfolio	Dynamic Software IntellidexSM Index

Note 2. Significant Accounting Policies

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements, including estimates and assumptions related to taxation. Actual results could differ from these estimates. In addition, the Funds monitor for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

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A. Security Valuation

Securities, including restricted securities, are valued according to the following policies.

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining NAV per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day NAV per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Securities with a demand feature exercisable within one to seven days are valued at par. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the London world markets. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that Invesco PowerShares Capital Management LLC (the “Adviser”) determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith following procedures approved by the Board of Trustees. Issuer-specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

Each Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain of each Fund’s investments.

Valuations change in response to many factors, including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

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B. Other Risks

Index Risk. Unlike many investment companies, the Funds do not utilize investing strategies that seek returns in excess of their Underlying Indexes. Therefore, a Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from its respective Underlying Index, even if that security generally is underperforming.

Equity Risk. Equity risk is the risk that the value of the securities that each Fund holds will fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities a Fund holds participate or factors relating to specific companies in which the Funds invest. For example, an adverse event, such as an unfavorable earnings report, may depress the value of securities a Fund holds; the price of securities 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 securities a Fund holds. In addition, securities of an issuer in the 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.

Industry Concentration Risk. In following its methodology, each Fund’s Underlying Index from time to time may be concentrated to a significant degree in securities of issuers located in a single industry or a sector. To the extent that an Underlying Index concentrates in the securities of issuers in a particular industry or sector, each Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or sector, a Fund may face more risks than if it were diversified broadly over numerous industries or sectors. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole. Any factors detrimental to the performance of such industry or sector will disproportionately impact a Fund’s NAV.

Non-Diversified Fund Risk. Each Fund is non-diversified and can invest a greater portion of its assets in securities of individual issuers than diversified funds. As a result, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase a Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on a Fund’s performance.

Non-Correlation Risk. Each Fund’s return may not match the return of its Underlying Index for a number of reasons. For example, each 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 each Fund and its Underlying Index may vary due to asset valuation differences and differences between each Fund’s portfolio and its Underlying Index resulting from legal restrictions, cost or liquidity constraints.

Small and Medium Capitalization Company Risk. Investing in securities of small and medium capitalization companies involves greater risk than customarily is 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 small and medium capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.

C. Federal Income Taxes

Each Fund intends to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute substantially all of the Fund’s taxable earnings to its shareholders. As such, the Funds will not be subject to federal income taxes on otherwise taxable income (including net realized gains) that is distributed to the shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These timing differences are primarily due to differing book and tax treatments for in-kind transactions, losses deferred due to wash sales, and passive foreign investment company adjustments, if any.

The Funds file U.S. federal tax returns and tax returns in certain other jurisdictions. Generally, a Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

D. Investment Transactions and Investment Income

Investment transactions are accounted for on a trade date basis. Realized gains and losses from the sale or disposition of securities are computed on the specific identified cost basis. Interest income is recorded on the accrual basis. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Realized gains, dividends and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

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Corporate actions (including cash dividends) are recorded net of non-reclaimable foreign tax withholdings on the ex-dividend date.

E. Expenses

Expenses of the Trust that are directly identifiable to a specific Fund are applied to that Fund. Expenses of the Trust that are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund.

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, sub-licensing fees related to its respective Underlying Index, any distribution fees or expenses, litigation expenses, fees payable to the Trust’s Board members who are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”) or the Adviser, expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for the Independent Trustees, acquired fund fees and expenses, if any, and extraordinary expenses.

F. Dividends and Distributions to Shareholders

Each Fund declares and pays dividends from net investment income, if any, to its shareholders quarterly and records such dividends on ex-dividend date. Generally, each Fund distributes net realized taxable capital gains, if any, annually in cash and records them on ex-dividend date. Such distributions on a tax basis are determined in conformity with federal income tax regulations, which may differ from GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in such Fund’s financial statements as a tax return of capital at fiscal period-end.

G. Securities Lending

During the fiscal year ended April 30, 2014, Dynamic Biotechnology & Genome Portfolio, Dynamic Media Portfolio, and Dynamic Pharmaceuticals Portfolio participated in securities lending. Each Fund loaned portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by cash collateral equal to no less than 102% of the market value of the loaned securities determined daily by the securities lending provider. Cash collateral received in connection with these loans is invested in an affiliated money market fund and is shown as such on the Schedule of Investments. It is the policy of the Fund to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to a Fund if, and to the extent that, the market value of the securities loaned were to increase, and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. A Fund could experience delays and costs in gaining access to the collateral. A Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Securities lending income on the Statements of Operations. The aggregate value of securities out on loan is shown on the Statements of Assets and Liabilities, if any. Dynamic Media Portfolio no longer participates in securities lending.

Note 3. Investment Advisory Agreement and Other Agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser pursuant to which the Adviser has overall responsibility for the selection and ongoing monitoring of the Funds’ investments, managing the Funds’ business affairs and providing certain clerical, bookkeeping and other administrative services. Each Fund has agreed to pay the Adviser an annual fee of 0.50% of the Fund’s average daily net assets.

The Adviser has entered into an Amended and Restated Excess Expense Agreement (the “Expense Agreement”) with the Trust on behalf of each Fund, pursuant to which the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses (excluding interest expenses, brokerage commissions and other trading expenses, sub-licensing fees, offering costs, taxes, acquired fund fees and expenses, if any, and extraordinary expenses) of each Fund from exceeding 0.60% of the Fund’s average daily net assets per year (the “Expense Cap”), through at least August 31, 2015. Offering costs excluded from the Expense Cap are: (a) initial legal fees pertaining to the Funds’ Shares offered for sale; (b) initial Securities and Exchange Commission and state registration fees; and (c) initial fees paid to be listed on an exchange. Unless the Adviser continues the Expense Agreement, it will terminate on August 31, 2015. The Expense Agreement cannot be terminated during its term. The Adviser did not waive fees and/or pay fund expenses during the period under this Expense Cap for Dynamic Biotechnology & Genome Portfolio, Dynamic Building & Construction Portfolio, Dynamic Energy Exploration & Production Portfolio, Dynamic Food & Beverage Portfolio, Dynamic Leisure and Entertainment Portfolio, Dynamic Media Portfolio, Dynamic Oil & Gas Services Portfolio and Dynamic Pharmaceuticals Portfolio.

Further, through August 31, 2015, the Adviser has contractually agreed to waive a portion of the Fund’s management fee in an amount equal to 100% of the net advisory fees an affiliate of the Adviser receives that are attributable to certain of the Fund’s investments in money market funds managed by that affiliate (excluding investments of cash collateral from securities lending). The Adviser cannot discontinue this waiver prior to its expiration.

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For the fiscal year ended April 30, 2014, the Adviser waived fees and/or paid Fund expenses for each Fund, in the following amounts:

Dynamic Biotechnology & Genome Portfolio	$	140
Dynamic Building & Construction Portfolio		97
Dynamic Energy Exploration & Production Portfolio		110
Dynamic Food & Beverage Portfolio		159
Dynamic Leisure and Entertainment Portfolio		91
Dynamic Media Portfolio		141
Dynamic Networking Portfolio		58,971
Dynamic Oil & Gas Services Portfolio		110
Dynamic Pharmaceuticals Portfolio		408
Dynamic Retail Portfolio		52,899
Dynamic Semiconductors Portfolio		69,257
Dynamic Software Portfolio		34,897

For the fiscal year ended April 30, 2014, the Adviser reimbursed Dynamic Oil & Gas Services Portfolio for an economic loss of $2,071,089 as a result of trading related activity.

The Expense Agreement provides that the fees waived or expenses borne by the Adviser are subject to recapture by the Adviser for up to three years, but no recapture payment will be made by a Fund if it would result in the Fund exceeding its Expense Cap as specified above.

For the following Funds, the amounts available for potential future recapture by the Adviser under the Expense Agreement and the expiration schedule at April 30, 2014 are as follows:

	Total Potential Recapture Amounts		Potential Recapture Amounts Expiring
			04/30/15		04/30/16		04/30/17
Dynamic Building & Construction Portfolio	$	142,366	$	107,359	$	35,007	$	—
Dynamic Energy Exploration & Production Portfolio		92,885		61,176		31,709		—
Dynamic Leisure and Entertainment Portfolio		127,087		87,312		39,775		—
Dynamic Networking Portfolio		159,129		47,952		52,287		58,890
Dynamic Retail Portfolio		196,433		87,876		55,726		52,831
Dynamic Semiconductors Portfolio		242,025		99,564		73,270		69,191
Dynamic Software Portfolio		168,423		81,932		51,699		34,792

The Trust has entered into a Distribution Agreement with Invesco Distributors, Inc. (the “Distributor”), which serves as the distributor of Creation Units for each Fund. The Distributor does not maintain a secondary market in the Shares. The Funds are not charged any fees pursuant to the Distribution Agreement. The Distributor is an affiliate of the Adviser.

The Adviser has entered into a licensing agreement for each Fund with NYSE Arca, Inc. (the “Licensor”). Each Underlying Index name trademark is owned by the Licensor. These trademarks have been licensed to the Adviser for use by the Funds. Each Fund is entitled to use its Underlying Index pursuant to the Trust’s sub-licensing agreement with the Adviser. The Funds are required to pay the sub-licensing fees that are shown on the Statements of Operations. The Funds are not sponsored, endorsed, sold or promoted by the Licensor, and the Licensor makes no representation regarding the advisability of investing in any of the Funds.

The Trust has entered into service agreements whereby The Bank of New York Mellon, a wholly-owned subsidiary of The Bank of New York Mellon Corporation, serves as the administrator, custodian, fund accountant and transfer agent for each Fund.

Note 4. Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 — Prices are determined using quoted prices in an active market for identical assets.

66

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

As of April 30, 2014, all of the securities in each Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

Note 5. Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2014 and 2013:

	2014		2013
	Ordinary Income		Ordinary Income
Dynamic Biotechnology & Genome Portfolio	$	—	$	—
Dynamic Building & Construction Portfolio		—		322,061
Dynamic Energy Exploration & Production Portfolio		1,698,221		1,748,096
Dynamic Food & Beverage Portfolio		1,980,743		1,927,726
Dynamic Leisure and Entertainment Portfolio		649,713		444,843
Dynamic Media Portfolio		902,729		917,905
Dynamic Networking Portfolio		230,610		93,171
Dynamic Oil & Gas Services Portfolio		414,523		143,856
Dynamic Pharmaceuticals Portfolio		3,255,531		4,861,110
Dynamic Retail Portfolio		250,815		1,304,529
Dynamic Semiconductors Portfolio		107,690		140,761
Dynamic Software Portfolio		—		—

Tax Components of Net Assets at Fiscal Year-End:

	Undistributed Ordinary Income		Temporary Book/Tax Differences			Net Unrealized Appreciation (Depreciation)— Investment Securities			Capital Loss Carryforward			Late-Year Ordinary/Post- October Deferrals*			Shares of Beneficial Interest		Total Net Assets
Dynamic Biotechnology & Genome Portfolio	$	118,672	$	(18,456	)	$	17,217,938		$	(161,027,890	)	$	—		$	505,029,446	$	361,319,710
Dynamic Building & Construction Portfolio**		—		(11,510	)		6,464,553			(18,120,362	)		(30,632	)		135,385,959		123,688,008
Dynamic Energy Exploration & Production Portfolio**		578,872		(13,525	)		13,644,046			(46,293,072	)		(1,764,136	)		164,120,713		130,272,898
Dynamic Food & Beverage Portfolio**		2,376,985		(15,388	)		16,384,028			(37,742,870	)		(1,662,524	)		455,031,119		434,371,350
Dynamic Leisure and Entertainment Portfolio		106,596		(11,612	)		235,988			(12,703,051	)		—			190,301,885		177,929,806
Dynamic Media Portfolio**		117,724		(13,728	)		(6,229,290	)		(45,120,240	)		(3,406,440	)		226,081,682		171,429,708
Dynamic Networking Portfolio**		—		(11,180	)		3,640,116			(34,331,855	)		(862,941	)		61,208,649		29,642,789
Dynamic Oil & Gas Services Portfolio**		225,630		(19,260	)		17,530,051			(194,929,118	)		(4,408,619	)		317,450,766		135,849,450
Dynamic Pharmaceuticals Portfolio		1,500,129		(20,844	)		191,188,182			(3,087,828	)		—			914,427,185		1,104,006,824
Dynamic Retail Portfolio**		105,226		(10,460	)		(109,330	)		(17,702,697	)		(1,412,358	)		43,993,179		24,863,560
Dynamic Semiconductors Portfolio**		38,219		(10,980	)		2,385,064			(54,177,813	)		(54,497	)		72,440,999		20,620,992
Dynamic Software Portfolio**		—		(11,496	)		(911,072	)		(22,720,166	)		(19,706	)		77,997,730		54,335,290

* Includes net capital losses incurred after October 31(“Post-October Capital Losses”) and the combination of ordinary losses incurred after December 31 within the taxable year and specified losses incurred after October 31 within the taxable year (“Late-Year Ordinary Losses”), that are deemed to arise on the first business day of each Fund’s next taxable year.

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** The Dynamic Building & Construction Portfolio, Dynamic Energy Exploration & Production Portfolio, Dynamic Food & Beverage Portfolio, Dynamic Media Portfolio, Dynamic Networking Portfolio, Dynamic Oil & Gas Services Portfolio, Dynamic Retail Portfolio, Dynamic Semiconductors Portfolio and Dynamic Software Portfolio incurred and will elect to defer Late-Year Ordinary Losses of $30,632, $0, $0, $0, $11,806, $0, $0, $0 and $19,706 and Post-October Capital Losses of $0, $1,764,136, $1,662,524, $3,406,440, $851,135, $4,408,619, $1,412,358, $54,497 and $0, respectively.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Funds to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under Internal Revenue Code and related regulations based on the results of future transactions.

The following Funds have capital loss carryforwards as of April 30, 2014, which expire as follows:

											Post-effective no expiration
	2015		2016		2017		2018		2019		Short-term		Long-term		Total*		Utilized		Expired
Dynamic Biotechnology & Genome Portfolio	$	19,612,223	$	15,818,255	$	34,286,844	$	50,397,332	$	12,898,182	$	27,323,719	$	691,335	$	161,027,890	$	1,291,039	$	321,497
Dynamic Building & Construction Portfolio		2,263,182		742,893		2,843,349		3,001,058		6,653,613		2,616,267		—		18,120,362		361,969		—
Dynamic Energy Exploration & Production Portfolio		285,311		3,232,521		7,646,917		21,471,013		1,361,799		10,427,823		1,867,688		46,293,072		—		—
Dynamic Food & Beverage Portfolio		239,185		1,260,041		7,585,250		10,245,302		—		18,413,092		—		37,742,870		6,225,131		—
Dynamic Leisure and Entertainment Portfolio		1,611,839		2,111,801		2,895,936		2,889,449		2,356,106		837,920		—		12,703,051		6,745,537		751,908
Dynamic Media Portfolio		3,187,134		2,505,039		4,930,761		5,161,647		6,294,489		22,487,376		553,794		45,120,240		—		545,973
Dynamic Networking Portfolio		1,939,441		1,064,275		1,975,581		512,618		730,670		19,051,146		9,058,124		34,331,855		—		383,187
Dynamic Oil & Gas Services Portfolio		15,026,862		7,909,602		24,680,663		85,028,926		35,877,910		14,879,231		11,525,924		194,929,118		—		—
Dynamic Pharmaceuticals Portfolio		—		—		—		1,468,910		1,618,918		—		—		3,087,828		22,307,942		—
Dynamic Retail Portfolio		937,070		1,908,967		2,427,604		1,816,180		2,176,015		8,353,449		83,412		17,702,697		—		—
Dynamic Semiconductors Portfolio		9,158,832		10,196,415		14,001,359		10,902,954		2,120,823		6,716,042		1,081,388		54,177,813		—		271,588
Dynamic Software Portfolio		3,017,278		1,542,190		7,095,351		2,938,722		3,242,208		4,884,417		—		22,720,166		826,186		108,427

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

Note 6. Investment Transactions

For the fiscal year ended April 30, 2014, the cost of securities purchased and proceeds from sales of securities, excluding short-term securities, U.S. Treasury obligations, money market funds and in-kind transactions, were as follows:

	Purchases		Sales
Dynamic Biotechnology & Genome Portfolio	$	172,714,096	$	172,302,286
Dynamic Building & Construction Portfolio		123,676,896		122,597,757
Dynamic Energy Exploration & Production Portfolio		103,954,219		103,326,470
Dynamic Food & Beverage Portfolio		424,869,470		420,993,592
Dynamic Leisure and Entertainment Portfolio		270,158,315		267,740,406
Dynamic Media Portfolio		291,032,502		289,664,797
Dynamic Networking Portfolio		21,772,260		22,647,167
Dynamic Oil & Gas Services Portfolio		313,621,924		311,013,453
Dynamic Pharmaceuticals Portfolio		325,819,227		321,644,759
Dynamic Retail Portfolio		59,015,529		57,367,331
Dynamic Semiconductors Portfolio		20,839,074		20,996,653
Dynamic Software Portfolio		82,893,882		82,258,254

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For the fiscal year ended April 30, 2014, in-kind transactions associated with creations and redemptions were as follows:

	Cost of Securities Received		Value of Securities Delivered
Dynamic Biotechnology & Genome Portfolio	$	370,769,370	$	232,414,884
Dynamic Building & Construction Portfolio		97,893,734		89,308,574
Dynamic Energy Exploration & Production Portfolio		188,934,409		186,549,986
Dynamic Food & Beverage Portfolio		417,618,464		257,699,232
Dynamic Leisure and Entertainment Portfolio		250,487,682		179,627,593
Dynamic Media Portfolio		437,626,783		455,202,333
Dynamic Networking Portfolio		15,966,249		22,952,236
Dynamic Oil & Gas Services Portfolio		89,519,112		97,742,352
Dynamic Pharmaceuticals Portfolio		643,598,853		266,767,436
Dynamic Retail Portfolio		52,518,916		56,899,811
Dynamic Semiconductors Portfolio		20,753,283		21,989,602
Dynamic Software Portfolio		50,412,570		51,468,814

Gains (losses) on in-kind transactions are generally not considered taxable gains (losses) for federal income tax purposes.

At April 30, 2014, the aggregate cost and the net unrealized appreciation (depreciation) of investments for tax purposes were as follows:

	Cost		Net Unrealized Appreciation (Depreciation)			Gross Unrealized Appreciation		Gross Unrealized (Depreciation)
Dynamic Biotechnology & Genome Portfolio	$	382,653,309	$	17,217,938		$	39,324,150	$	(22,106,212	)
Dynamic Building & Construction Portfolio		117,308,237		6,464,553			11,176,320		(4,711,767	)
Dynamic Energy Exploration & Production Portfolio		116,727,664		13,644,046			14,386,827		(742,781	)
Dynamic Food & Beverage Portfolio		417,948,647		16,384,028			27,566,101		(11,182,073	)
Dynamic Leisure and Entertainment Portfolio		177,848,809		235,988			9,457,537		(9,221,549	)
Dynamic Media Portfolio		177,827,947		(6,229,290	)		5,055,572		(11,284,862	)
Dynamic Networking Portfolio		26,061,065		3,640,116			5,009,188		(1,369,072	)
Dynamic Oil & Gas Services Portfolio		118,474,169		17,530,051			19,877,512		(2,347,461	)
Dynamic Pharmaceuticals Portfolio		970,909,248		191,188,182			199,789,562		(8,601,380	)
Dynamic Retail Portfolio		25,020,790		(109,330	)		1,149,879		(1,259,209	)
Dynamic Semiconductors Portfolio		18,280,047		2,385,064			2,585,792		(200,728	)
Dynamic Software Portfolio		55,292,280		(911,072	)		3,603,449		(4,514,521	)

Note 7. Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of in-kind transactions on April 30, 2014, amounts were reclassified between undistributed net investment income (loss), undistributed net realized gain (loss) and shares of beneficial interest. These reclassifications had no effect on the net assets of each Fund. For the fiscal year ended April 30, 2014, the reclassifications were as follows:

	Undistributed Net Investment Income (Loss)			Undistributed Net Realized Gain (Loss)			Shares of Beneficial Interest
Dynamic Biotechnology & Genome Portfolio	$	—		$	(84,982,657	)	$	84,982,657
Dynamic Building & Construction Portfolio		18,851			(15,547,741	)		15,528,890
Dynamic Energy Exploration & Production Portfolio		450,526			(22,848,644	)		22,398,118
Dynamic Food & Beverage Portfolio		—			(30,353,994	)		30,353,994
Dynamic Leisure and Entertainment Portfolio		(8,132	)		(25,041,275	)		25,049,407
Dynamic Media Portfolio		—			(68,941,619	)		68,941,619
Dynamic Networking Portfolio		22,948			(5,335,735	)		5,312,787
Dynamic Oil & Gas Services Portfolio		172,894			(6,980,238	)		6,807,344

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	Undistributed Net Investment Income (Loss)			Undistributed Net Realized Gain (Loss)			Shares of Beneficial Interest
Dynamic Pharmaceuticals Portfolio	$	—		$	(123,752,877	)	$	123,752,877
Dynamic Retail Portfolio		—			(7,731,042	)		7,731,042
Dynamic Semiconductors Portfolio		—			(4,109,768	)		4,109,768
Dynamic Software Portfolio		(15,937	)		(12,603,595	)		12,619,532

Note 8. Trustees’ and Officer’s Fees

Trustees’ and Officer’s Fees include amounts accrued by the Funds to pay remuneration to the Independent Trustees and Officer of the Funds. The Trustee who is an “interested person” (the “Non-Independent Trustee”) of the Trust does not receive any Trustees’ fees.

The Trust has adopted a deferred compensation plan (the “Plan”). Under the Plan, an Independent Trustee who has executed a Deferred Fee Agreement (a “Participating Trustee”) may defer receipt of all or a portion of his compensation (“Deferral Fees”). Such Deferral Fees are deemed to be invested in select PowerShares Funds. The Deferral Fees payable to the Participating Trustee are valued as of the date such Deferral Fees would have been paid to the Participating Trustee. The value increases with contributions or with increases in the value of the Shares selected, and the value decreases with distributions or with declines in the value of the Shares selected. Obligations under the deferred compensation plan represent unsecured claims against the general assets of the Funds.

Note 9. Capital

Shares are created and redeemed by each Fund only in Creation Units of 50,000 Shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Funds. Such transactions are generally permitted in exchange for Deposit Securities, with a balancing cash component to equate the transaction to the NAV per Share of a Fund of the Trust on the transaction date. However, for all Funds, cash in an amount equivalent to the value of certain securities may be substituted, generally when the securities are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances.

To the extent that the Funds permit transactions in exchange for Deposit Securities, each Fund may issue Shares in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the market value of the missing Deposit Securities. In accordance with each Fund’s Participant Agreement, Creation Units will be issued to an Authorized Participant, notwithstanding the fact that the corresponding Deposit Securities have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral consisting of cash in the form of U.S. dollars in immediately available funds having a value (marked-to-market daily) at least equal to 105%, which the Adviser may change from time to time, of the value of the missing Deposit Securities.

Transactions in each Fund’s Shares are disclosed in detail in the Statements of Changes in Net Assets.

Note 10. Indemnifications

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Each Independent Trustee is also indemnified against certain liabilities arising out of the performance of his duties to the Trust pursuant to an Indemnification Agreement between the Independent Trustee and the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust believes the risk of loss to be remote.

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of PowerShares Exchange-Traded Fund Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Networking Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Dynamic Semiconductors Portfolio and PowerShares Dynamic Software Portfolio (each an individual portfolio of PowerShares Exchange-Traded Fund Trust, hereafter referred to as the “Funds”) at April 30, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, IL

June 24, 2014

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Fees and Expenses

As a shareholder of a Fund of the PowerShares Exchange-Traded Fund Trust, you incur advisory fees and other Fund expenses. The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held through the six-month period ended April 30, 2014.

Actual Expenses

The first line in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line in the following table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed annualized rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs, such as sales charges and brokerage commissions. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During the Six-Month  Period(1)
PowerShares Dynamic Biotechnology & Genome Portfolio (PBE)
Actual	$	1,000.00	$	1,131.34		0.59	%	$	3.12
Hypothetical (5% return before expenses)		1,000.00		1,021.87		0.59			2.96
PowerShares Dynamic Building & Construction Portfolio (PKB)
Actual		1,000.00		1,061.51		0.63			3.22
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares Dynamic Energy Exploration & Production Portfolio (PXE)
Actual		1,000.00		1,142.01		0.63			3.35
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares Dynamic Food & Beverage Portfolio (PBJ)
Actual		1,000.00		1,039.84		0.60			3.03
Hypothetical (5% return before expenses)		1,000.00		1,021.82		0.60			3.01
PowerShares Dynamic Leisure and Entertainment Portfolio (PEJ)
Actual		1,000.00		980.82		0.63			3.09
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares Dynamic Media Portfolio (PBS)
Actual		1,000.00		991.02		0.62			3.06
Hypothetical (5% return before expenses)		1,000.00		1,021.72		0.62			3.11
PowerShares Dynamic Networking Portfolio (PXQ)
Actual		1,000.00		1,061.24		0.63			3.22
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16

72

Fees and Expenses (continued)

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During the Six-Month  Period(1)
PowerShares Dynamic Oil & Gas Services Portfolio (PXJ)
Actual	$	1,000.00	$	1,070.71		0.60	%	$	3.08
Hypothetical (5% return before expenses)		1,000.00		1,021.82		0.60			3.01
PowerShares Dynamic Pharmaceuticals Portfolio (PJP)
Actual		1,000.00		1,205.06		0.58			3.17
Hypothetical (5% return before expenses)		1,000.00		1,021.92		0.58			2.91
PowerShares Dynamic Retail Portfolio (PMR)
Actual		1,000.00		963.77		0.63			3.07
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares Dynamic Semiconductors Portfolio (PSI)
Actual		1,000.00		1,159.73		0.63			3.37
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares Dynamic Software Portfolio (PSJ)
Actual		1,000.00		1,009.53		0.63			3.14
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16

⁽¹⁾  Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six-month period ended April 30, 2014. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value of the period, then multiplying the result by 181/365. Expense ratios for the most recent half-year may differ from expense ratios based on annualized data in the Financial Highlights.

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Tax Information

	Qualified Dividend Income*			Dividends-received Deduction*
Dynamic Biotechnology & Genome Portfolio		0	%		0	%
Dynamic Building & Construction Portfolio		0	%		0	%
Dynamic Energy Exploration & Production Portfolio		100	%		100	%
Dynamic Food & Beverage Portfolio		100	%		100	%
Dynamic Leisure and Entertainment Portfolio		100	%		100	%
Dynamic Media Portfolio		100	%		100	%
Dynamic Networking Portfolio		100	%		100	%
Dynamic Oil & Gas Services Portfolio		100	%		100	%
Dynamic Pharmaceuticals Portfolio		100	%		100	%
Dynamic Retail Portfolio		100	%		100	%
Dynamic Semiconductors Portfolio		100	%		100	%
Dynamic Software Portfolio		0	%		0	%

* The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

74

Trustees and Officers

The Independent Trustees, the Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by each Trustee and the other directorships, if any, held by each Trustee are shown below.

The Trustees and officers information is current as of April 30, 2014.

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Ronn R. Bagge (1958) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Founder and Principal, YQA Capital Management LLC (1998-Present); formerly Owner/CEO of Electronic Dynamic Balancing Co., Inc. (high-speed rotating equipment service provider).	114	None
Todd J. Barre (1957) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2010	Assistant Professor of Business, Trinity Christian College (2010-Present); formerly Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001), BMO Financial Group/Harris Private Bank.	114	None
Marc M. Kole (1960) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2006	Chief Financial Officer, Hope Network (social services) (2008-2012); formerly, Assistant Vice President and Controller, Priority Health (health insurance) (2005-2008); Senior Vice President of Finance, United Healthcare (2004-2005); Senior Vice President of Finance, Oxford Health Plans (2000-2004).	114	None
Yung Bong Lim (1964) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Managing Partner, Residential Dynamics Group LLC (2008-Present); formerly, Managing Director, Citadel Investment Group, L.L.C. (1999-2007).	114	None
Philip M. Nussbaum (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Chairman, Performance Trust Capital Partners (2004-Present).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

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Trustees and Officers (continued)

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Gary R. Wicker (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries (publishing company) (2013-Present); formerly, Executive Vice President and Chief Financial Officer, Zondervan Publishing (a division of Harper Collins/NewsCorp) (2007-2012); Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999), divisions of The Thomson Corporation (information services provider).	114	None
Donald H. Wilson (1959) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Chairman of the Board and Trustee	Chairman since 2012; Trustee since 2006	Chairman, President and Chief Executive Officer, Community Financial Shares, Inc. and Community Bank—Wheaton/Glen Ellyn (subsidiary) (2013-Present); Chairman and Chief Executive Officer, Stone Pillar Advisers, Ltd. (2010-Present); formerly, Chief Operating Officer, AMCORE Financial, Inc. (bank holding company) (2007-2009); Executive Vice President and Chief Financial Officer, AMCORE Financial, Inc. (2006-2007); Senior Vice President and Treasurer, Marshall & Ilsley Corp. (bank holding company) (1995-2006).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

76

Trustees and Officers (continued)

The Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Non-Independent Trustee and the other directorships, if any, held by the Non-Independent Trustee are shown below.

Name, Address and Age of Non-Independent Trustee	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Non-Independent Trustee	Other Directorships Held by Non-Independent Trustee During the Past 5 Years
Kevin M. Carome (1956) Invesco Ltd. Two Peachtree Pointe 1555 Peachtree St., N.E., Suite 1800 Atlanta, GA 30309	Trustee	Since 2010	Senior Managing Director, Secretary and General Counsel, Invesco Ltd. (2006-Present); Director, Invesco Advisers, Inc. (2009-Present); Director, Invesco Advisers, Inc., Invesco Finance PLC, INVESCO Funds Group, Inc., and Invesco Holding Company Limited; Director and Executive Vice President, Invesco Finance, Inc., Invesco Group Services, Inc., Invesco Investments (Bermuda) Ltd., Invesco North American Holdings, Inc., and IVZ, Inc.; Director and Secretary, IVZ Bahamas Private Limited; formerly, Senior Vice President, Secretary and General Counsel, Invesco Advisers, Inc. (2003-2005); Senior Vice President and General Counsel, Liberty Financial Companies, Inc. (2000-2001); General Counsel of certain investment management subsidiaries of Liberty Financial Companies, Inc. (1998-2000); Associate General Counsel, Liberty Financial Companies, Inc. (1993-1998); Associate, Ropes & Gray LLP.	114	None

* This is the date the Non-Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

77

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Andrew Schlossberg (1974) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046	President	Since 2009	Director, Invesco Distributors, Inc. (2012-Present); Managing Director—U.S. Strategy and Marketing, Invesco PowerShares Capital Management LLC (2010-Present); Managing Director, U.S. head of business strategy and chief marketing officer for Invesco Ltd. in the United States (2008-Present); Director, Invesco Distributors, Inc. (2012-Present); and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present); formerly, Mr. Schlossberg served in multiple roles within Invesco, including head of corporate development, as well as global leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions (2002-2007).
Peter Hubbard (1981) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2009	Vice President and Director of Portfolio Management—Invesco PowerShares Capital Management LLC (2008-Present); formerly, Portfolio Manager, Invesco PowerShares Capital Management LLC (2007-2008); Research Analyst, Invesco PowerShares Capital Management LLC (2005-2007); Research Analyst and Trader, Ritchie Capital, a hedge fund operator (2003-2005).
David Warren (1957) Invesco Canada Ltd. 5140 Yonge Street Suite 900, Toronto, Ontario M2N 6X7	Vice President	Since 2009	Managing Director—Chief Administrative Officer, Americas, Invesco PowerShares Capital Management LLC; Senior Vice President, Invesco Advisers, Inc. (2009–Present); Director, Executive Vice President and Chief Financial Officer, Invesco Inc. (2009–Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) and Chief Administrative Officer, North American Retail, Invesco Ltd. (2007-Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Invesco Canada Holdings Inc. (2002–Present), Invesco Corporate Class Inc., and Invesco Canada Fund Inc.; Director, Executive Vice President and Chief Financial Officer, Invesco, Inc.; formerly, Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) (2000-2006).
Sheri Morris (1964) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Vice President	Since 2012	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present) and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; formerly, Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
Rudolf E. Reitmann (1971) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global Exchange Traded Funds Operations, Invesco PowerShares Capital Management LLC (since 2013).

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

78

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Daniel E. Draper (1968) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Senior Vice President, Invesco Distributors, Inc. (since 2014); Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Managing Director, Invesco PowerShares Global ETFs (since 2013); formerly, Managing Director, Credit Suisse Asset Management (2010-2013) and Lyxor Asset Management/Societe Generale (2007-2010).
Steven M. Hill (1964) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President and Treasurer	Since 2013	Vice President and Treasurer of PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global ETF Administration, Invesco PowerShares Capital Management LLC (since 2011); formerly, Senior Managing Director and Chief Financial Officer, Destra Capital Management LLC and its subsidiaries (2010-2011); Chief Financial Officer, Destra Investment Trust and Destra Investment Trust II (2010-2011); Senior Managing Director, Claymore Securities, Inc. (2003-2010); and Chief Financial Officer, Claymore sponsored mutual funds (2003-2010).
Christopher Joe (1969) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Chief Compliance Officer	Since 2012	U.S. Compliance Director, Invesco, Ltd. (since 2006); formerly, Chief Compliance Officer, Invesco Investment Advisers, LLC (registered investment adviser) (2010-2013); formerly, Assistant Fund Accounting Manager, Invesco, Ltd. (1998-1999).
Anna Paglia (1974) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Secretary	Since 2011	Secretary, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (2011-Present); Head of Legal, Invesco PowerShares Capital Management LLC (2010-Present); formerly, Partner, K&L Gates LLP (formerly, Bell Boyd & Lloyd LLP) (2007-2010); Associate Counsel at Barclays Global Investors Ltd. (2004-2006).

Availability of Additional Information About the Trustees

The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request at (800) 983-0903.

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

79

Board Considerations Regarding Continuation of Investment Advisory Agreement

At a meeting held on April 17, 2014, the Board of Trustees of the PowerShares Exchange-Traded Fund Trust (the “Trust”), including the Independent Trustees, approved the continuation of the Investment Advisory Agreement between Invesco PowerShares Capital Management LLC (the “Adviser”) and the Trust for the following 51 series (each, a “Fund” and collectively, the “Funds”):

PowerShares Aerospace & Defense Portfolio

PowerShares BuyBack Achievers™ Portfolio

PowerShares Cleantech™ Portfolio

PowerShares Dividend Achievers^TM Portfolio

PowerShares DWA Momentum Portfolio

PowerShares DWA Basic Materials Momentum Portfolio

PowerShares DWA Consumer Cyclicals Momentum Portfolio

PowerShares DWA Consumer Staples Momentum Portfolio

PowerShares DWA Energy Momentum Portfolio

PowerShares DWA Financial Momentum Portfolio

PowerShares DWA Healthcare Momentum Portfolio

PowerShares DWA Industrials Momentum Portfolio

PowerShares DWA NASDAQ Momentum Portfolio

PowerShares DWA Technology Momentum Portfolio

PowerShares DWA Utilities Momentum Portfolio

PowerShares Dynamic Biotechnology & Genome Portfolio

PowerShares Dynamic Building & Construction Portfolio

PowerShares Dynamic Energy Exploration & Production Portfolio

PowerShares Dynamic Food & Beverage Portfolio

PowerShares Dynamic Large Cap Growth Portfolio

PowerShares Dynamic Large Cap Value Portfolio

PowerShares Dynamic Leisure and Entertainment Portfolio

PowerShares Dynamic Market Portfolio

PowerShares Dynamic Media Portfolio

PowerShares Dynamic Networking Portfolio

PowerShares Dynamic Oil & Gas Services Portfolio

PowerShares Dynamic Pharmaceuticals Portfolio

PowerShares Dynamic Retail Portfolio

PowerShares Dynamic Semiconductors Portfolio

PowerShares Dynamic Software Portfolio

PowerShares Financial Preferred Portfolio

PowerShares FTSE RAFI US 1000 Portfolio

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio

PowerShares Fundamental Pure Large Core Portfolio

PowerShares Fundamental Pure Large Growth Portfolio

PowerShares Fundamental Pure Large Value Portfolio

PowerShares Fundamental Pure Mid Core Portfolio

PowerShares Fundamental Pure Mid Growth Portfolio

PowerShares Fundamental Pure Mid Value Portfolio

PowerShares Fundamental Pure Small Core Portfolio

PowerShares Fundamental Pure Small Growth Portfolio

PowerShares Fundamental Pure Small Value Portfolio

PowerShares Global Listed Private Equity Portfolio

PowerShares Golden Dragon China Portfolio

PowerShares High Yield Equity Dividend Achievers ^TM Portfolio

PowerShares International Dividend Achievers^TM Portfolio

PowerShares S&P 500^® High Quality Portfolio

PowerShares Water Resources Portfolio

PowerShares WilderHill Clean Energy Portfolio

PowerShares WilderHill Progressive Energy Portfolio

PowerShares Zacks Micro Cap Portfolio

The Trustees reviewed information from the Adviser describing: (i) the nature, extent and quality of services provided, (ii) the investment performance of the Funds and the Adviser, (iii) the costs of services provided and estimated profits realized by the Adviser, (iv) the extent to which economies of scale are realized as a Fund grows, (v) whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders, (vi) comparisons of services rendered to and amounts paid by other registered investment companies and (vii) any benefits realized by the Adviser from its relationship with each Fund. Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund. No single factor was determinative in the Board’s analysis.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the Adviser’s services, the Trustees reviewed information concerning the functions performed by the Adviser for the Funds, information describing the Adviser’s current organization and staffing, including operational support provided by the Adviser’s parent organization, Invesco Ltd., and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed matters related to the Adviser’s execution of portfolio transactions on behalf of the Funds. The Trustees also reviewed information on the performance of the Funds, their underlying indexes and their primary benchmarks for the one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2013, as applicable, including reports for each of those periods on the correlation and tracking error between each Fund’s performance and the performance of its underlying index, as well as the Adviser’s analysis of the tracking error between each Fund and its underlying index. In reviewing the tracking error report, the Trustees considered information provided by Ibbotson Associates, a consultant to the Independent Trustees, with respect to general expected tracking error ranges and various

80

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

explanations for any tracking error. The Trustees noted that for each applicable period the correlation and tracking error for each Fund was within the targeted range set forth in the Trust’s registration statement. The Trustees concluded that each Fund was correlated to its underlying index and that the tracking error for each Fund was within an acceptable range given that Fund’s particular circumstances.

The Trustees also considered the services provided by the Adviser in its oversight of the Funds’ administrator, custodian and transfer agent. They noted the significant amount of time, effort and resources that had been devoted to this oversight function.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided by the Adviser to the Funds under the Investment Advisory Agreement were appropriate and reasonable.

Fees, Expenses and Profitability. The Trustees reviewed and discussed the information provided by the Adviser on each Fund’s advisory fee and net expense ratio, as compared to information compiled by the Adviser from Lipper Inc. databases on the advisory fees and net expense ratios of comparable exchange-traded funds (“ETFs”), open-end (non-ETF) index funds and open-end actively-managed funds. The Trustees noted that the annual advisory fee charged to each Fund is:

— 0.50% of the Fund’s average daily net assets for each Fund other than PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers^TM Portfolio, PowerShares International Dividend Achievers^TM Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio;

— 0.40% of the Fund’s average daily net assets for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio; and

— 0.29% of the Fund’s average daily net assets for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio.

The Trustees also noted that the Adviser has agreed to waive a portion of its advisory fee and/or pay expenses (an “Expense Cap”) to the extent necessary to prevent the annual operating expenses of each Fund from exceeding the percentage of that Fund’s average daily net assets, at least until August 31, 2015, as set forth below:

— 0.60%, excluding interest expenses, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares DWA NASDAQ Momentum Portfolio and PowerShares Dynamic Market Portfolio;

— 0.50%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio;

— 0.39%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio and PowerShares Fundamental Pure Small Value Portfolio;

— 0.29%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares S&P 500^® High Quality Portfolio;

— 0.60%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy

81

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio and PowerShares DWA Utilities Momentum Portfolio (the Trustees noted that prior to December 17, 2013, licensing fees were excluded from the Expense Cap); and

— 0.60%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each other Fund.

The Trustees noted that the Adviser represented that it does not serve as the investment adviser to any clients, other than other ETFs also overseen by the Trustees, with comparable investment strategies as the Funds, but that the Adviser provides sub-advisory services to clients with comparable investment strategies as certain of the Funds. The Trustees further noted the Adviser’s explanation with respect to the sub-advisory fees it receives for such services in comparison to the advisory fees charged to the Funds. The Trustees noted that each Fund’s advisory fee was:

— higher than the median advisory fee of its ETF peer funds (except for the advisory fee of each of PowerShares Financial Preferred Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio and PowerShares International Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its ETF peer funds); and

— higher than the median advisory fee of its open-end index peer funds (except for the advisory fee of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares High Yield Equity Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median advisory fee of its open-end actively-managed peer funds.

The Trustees determined that the advisory fees were reasonable, noting the complexity of the indexes, the distinguishing factors of the Funds, and the administrative, operational and management oversight costs for the Adviser. With respect to the Funds’ net expense ratios, the Trustees noted that the net expense ratio for each Fund was:

— higher than the median net expense ratio of its ETF peer funds (except for the net expense ratio of each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was equal to or less than the median net expense ratio of its ETF peer funds); and

— higher than the median net expense ratio of its open-end index peer funds (except for the net expense ratio of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio, PowerShares DWA Utilities Momentum Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Networking Portfolio, PowerShares Dynamic Semiconductors Portfolio, PowerShares Dynamic Software Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares High Yield Equity

82

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Dividend Achievers™ Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was lower than the median net expense ratio of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median net expense ratio of its open-end actively-managed peer funds.

The Trustees noted that a significant component of the non-advisory fee expenses was the license fees paid by the Funds, and noted those Funds for which license fees are included in the Funds’ Expense Caps.

The Board concluded that the advisory fee and expense ratio of each Fund (giving effect to the Fund’s Expense Cap) were reasonable and appropriate in light of the services provided.

In conjunction with their review of fees, the Trustees also considered information provided by the Adviser on the revenues received by the Adviser under the Investment Advisory Agreement for each Fund, as well as the fees waived and expenses reimbursed by the Adviser for the Funds. The Trustees reviewed information provided by the Adviser on its profitability, as well as any profits or losses realized by the Adviser from its relationship to each Fund. The Trustees concluded that the estimated profitability to the Adviser of the advisory services provided to any of the Funds was not unreasonable.

Economies of Scale and Whether Fee Levels Reflect These Economies of Scale. The Trustees reviewed the information provided by the Adviser as to the extent to which economies of scale are realized as each Fund grows and whether fee levels reflect economies of scale for the benefit of shareholders. The Trustees reviewed each Fund’s asset size, expense ratio and expense limitation agreed to by the Adviser. The Trustees noted that, for Funds whose expenses are higher than their respective Expense Caps, any reduction in that Fund’s expenses would be enjoyed by the Adviser, but that Fund shareholders benefit from the lower expense ratio as a result of the Fund’s Expense Cap. The Trustees also noted that the Excess Expense Agreement with the Trust provides that the Adviser is entitled to be reimbursed by each Fund, other than PowerShares Dynamic Market Portfolio and PowerShares DWA NASDAQ Momentum Portfolio, for fees waived or expenses absorbed pursuant to the Expense Cap for a period of three years from the date the fee or expense was incurred, provided that no reimbursement would be made that would result in a Fund exceeding its Expense Cap. The Trustees considered whether the advisory fee rate for each Fund was reasonable in relation to the asset size of that Fund, and concluded that the flat advisory fee was reasonable and appropriate, noting the Fund expenses the Adviser has borne as a result of the Expense Cap.

The Trustees noted that the Adviser had not identified any further benefits that it derived from its relationship with the Funds and had noted that it does not have any soft-dollar arrangements.

Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund.

83

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Proxy Voting Policies and Procedures

A description of the Trust’s proxy voting policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available, without charge and upon request, by calling (800) 983-0903. This information is also available on the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov.

Information regarding how each Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request, by (i) calling (800) 983-0903; or (ii) accessing the Trust’s Form N-PX on the Commission’s website at www.sec.gov.

Quarterly Portfolios

The Trust files its complete schedule of portfolio holdings for the Funds with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

Frequency Distribution of Discounts and Premiums

A table showing the number of days the market price of each Fund’s shares was greater than the Fund’s net asset value, and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for the most recently completed calendar year, and the calendar quarters since that year end (or the life of the Fund, if shorter) may be found at the Fund’s website at www.invescopowershares.com.

©2014 Invesco PowerShares Capital Management LLC			P-PS-AR-7
3500 Lacey Road, Suite 700 Downers Grove, IL 60515
invescopowershares.com    800.983.0903		@PowerShares

April 30, 2014

2014 Annual Report to Shareholders

PYZ	PowerShares DWA Basic Materials Momentum Portfolio
	(formerly PowerShares Dynamic Basic Materials Sector Portfolio)
PEZ	PowerShares DWA Consumer Cyclicals Momentum Portfolio
	(formerly PowerShares Dynamic Consumer Discretionary Sector Portfolio)
PSL	PowerShares DWA Consumer Staples Momentum Portfolio
	(formerly PowerShares Dynamic Consumer Staples Sector Portfolio)
PXI	PowerShares DWA Energy Momentum Portfolio
	(formerly PowerShares Dynamic Energy Sector Portfolio)
PFI	PowerShares DWA Financial Momentum Portfolio
	(formerly PowerShares Dynamic Financial Sector Portfolio)
PTH	PowerShares DWA Healthcare Momentum Portfolio
	(formerly PowerShares Dynamic Healthcare Sector Portfolio)
PRN	PowerShares DWA Industrials Momentum Portfolio
	(formerly PowerShares Dynamic Industrials Sector Portfolio)
PTF	PowerShares DWA Technology Momentum Portfolio
	(formerly PowerShares Dynamic Technology Sector Portfolio)
PUI	PowerShares DWA Utilities Momentum Portfolio
	(formerly PowerShares Dynamic Utilities Portfolio)
PNQI	PowerShares NASDAQ Internet Portfolio

Table of Contents

The Market Environment	3
Manager’s Analysis	4
Sector Portfolios
Schedules of Investments
PowerShares DWA Basic Materials Momentum Portfolio (PYZ) (formerly PowerShares Dynamic Basic Materials Sector Portfolio)	34
PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ) (formerly PowerShares Dynamic Consumer Discretionary Sector Portfolio)	35
PowerShares DWA Consumer Staples Momentum Portfolio (PSL) (formerly PowerShares Dynamic Consumer Staples Sector Portfolio)	36
PowerShares DWA Energy Momentum Portfolio (PXI) (formerly PowerShares Dynamic Energy Sector Portfolio)	37
PowerShares DWA Financial Momentum Portfolio (PFI) (formerly PowerShares Dynamic Financial Sector Portfolio)	38
PowerShares DWA Healthcare Momentum Portfolio (PTH) (formerly PowerShares Dynamic Healthcare Sector Portfolio)	39
PowerShares DWA Industrials Momentum Portfolio (PRN) (formerly PowerShares Dynamic Industrials Sector Portfolio)	40
PowerShares DWA Technology Momentum Portfolio (PTF) (formerly PowerShares Dynamic Technology Sector Portfolio)	41
PowerShares DWA Utilities Momentum Portfolio (PUI) (formerly PowerShares Dynamic Utilities Portfolio)	42
PowerShares NASDAQ Internet Portfolio (PNQI)	43
Statements of Assets and Liabilities	46
Statements of Operations	48
Statements of Changes in Net Assets	50
Financial Highlights	54
Notes to Financial Statements	59
Report of Independent Registered Public Accounting Firm	69
Fees and Expenses	70
Tax Information	72
Trustees and Officers	73
Board Considerations Regarding Continuation of Investment Advisory Agreement	78

2

The Market Environment

Domestic Equity

The U.S. equity market rose to multiyear or all-time highs during the fiscal year ended April 30, 2014.¹ Corporate earnings were resilient in the face of modest economic growth, driven by strong profitability across many sectors, and fundamentals for corporations and consumers remained relatively stable following significant recovery in prior years.

However, the fiscal year began with capital markets in the U.S. declining. In May and June 2013, equity and fixed income markets fell following then-U.S. Federal Reserve (the “Fed”) Chairman Ben Bernanke’s comments suggesting that the time was approaching to reduce, or “taper,” the size of its bond buying economic stimulus program. This sell-off was brief but broad, and few asset classes were immune. Markets stabilized in mid-summer and generally rose, with some brief interruptions, through the end of 2013. The Fed’s announcement in December that tapering of its bond purchases would begin in early 2014 had little effect on equities as the announcement was widely anticipated. After strong performance in the second half of 2013, the U.S. equity market turned volatile in the first four months of 2014 as investors worried that stocks may have risen too high, too fast in 2013. Adding to this investor uncertainty during 2014 was political upheaval in Ukraine and signs of economic sluggishness in the U.S. and China.

¹  Source: Reuters

3

PYZ	Manager’s Analysis
	PowerShares DWA Basic Materials Momentum Portfolio (PYZ)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic Basic Materials Sector Portfolio to PowerShares DWA Basic Materials Momentum Portfolio and the underlying index changed from Dynamic Basic Materials Sector Intellidex^SM Index to DWA Basic Materials Technical Leaders^TM Index. The Fund also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA Basic Materials Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the DWA Basic Materials Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index. The basic materials companies that comprise the Index are principally engaged in the business of producing raw materials, including paper or wood products, chemicals, construction materials, and mining and metals.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider uses a proprietary methodology intended to identify objectively those securities within the universe of eligible securities that have the greatest potential for capital appreciation. The methodology evaluates these companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, to determine their relative strength, and it then ranks and sorts them based on their cumulative scores. Component securities for the Index are selected from among the companies with the highest-ranking cumulative score (“Model Score”) within the basic materials sub-group. In general, momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. The momentum score for each security included in the Index is based on intermediate and long-term upward price movements of the security as compared to a representative benchmark and other eligible securities within the universe. The Index is composed of at least 30 common stocks of companies in the relevant sector with powerful relative strength characteristics, selected from a universe of approximately 3,000 common stocks traded on U.S. exchanges. “Relative strength” is an investing technique that seeks to determine the strongest performing securities by measuring certain factors, such as a security’s relative performance against the overall market or a security’s relative strength value, which is derived by comparing the rate of increase of the security’s price over a set period as compared to that of a benchmark index. The Index Provider weights each security by its momentum score, with higher scoring securities representing a greater weight in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 22.18%. On a net asset value (“NAV”) basis, the Fund returned 21.97%. During the same time period, the Blended-DWA Basic Materials Technical Leaders^TM Index returned 22.77%, while the Dynamic Basic Materials Sector Intellidex^SM Index, the Fund’s previous underlying index, returned 22.06%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable, Index during such periods as the Fund was seeking to track the relevant Index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Materials Index (the “Benchmark Index”) returned 23.49%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 30 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of other indices similar to the Index. The Benchmark Index was selected for its recognition in the marketplace as well as its shared exposure to the materials sector.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, relative to the Benchmark Index, the Fund was most overweight in the specialty chemicals sub-industry and most underweight in the diversified chemicals sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during the period can be attributed to these sub-industry allocations.

For the fiscal year ended April 30, 2014, the specialty chemicals sub-industry contributed most significantly to the Fund’s return, followed by the diversified chemicals and paper products sub-industries, respectively. The agricultural chemicals and construction materials sub-industries detracted most significantly from the Fund’s return.

Positions that contributed most significantly to the Fund’s return included Westlake Chemical Corp., a commodity chemicals company (portfolio average weight of 2.49%) and Hi-Crush Partners L.P., a diversified metals & mining company (no longer held at fiscal year-end). Positions that detracted most significantly from the Fund’s return included Mosaic Co., a fertilizers & agricultural chemicals company (no longer held at fiscal year-end); and Rentech Nitrogen Partners, L.P., a fertilizers & agricultural chemicals company (no longer held at fiscal year-end).

4

PowerShares DWA Basic Materials Momentum Portfolio (PYZ) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Specialty Chemicals	41.4
Diversified Chemicals	16.9
Commodity Chemicals	10.3
Industrial Gases	7.1
Paper Products	5.7
Diversified Metals & Mining	4.0
Steel	3.0
Aluminum	2.7
Fertilizers & Agricultural Chemicals	2.2
Aerospace & Defense	1.7
Life Sciences Tools & Services	1.5
Oil & Gas Refining & Marketing	1.5
Electronic Components	1.0
Gold	1.0
Money Market Funds Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Westlake Chemical Corp.	4.8
W.R. Grace & Co.	4.3
FMC Corp.	4.1
Rockwood Holdings, Inc.	4.1
Airgas, Inc.	3.9
LyondellBasell Industries NV, Class A	3.8
Ashland, Inc.	3.6
Huntsman Corp.	3.6
Praxair, Inc.	3.2
Eastman Chemical Co.	3.1
Total	38.5

5

PowerShares DWA Basic Materials Momentum Portfolio (PYZ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-DWA Basic Materials Technical LeadersTM Index††		22.77	%		11.08	%		37.06	%		23.88	%		191.80	%		12.52	%		143.66	%
DWA Basic Materials Technical LeadersTM Index††		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic Basic Materials Sector IntellidexSM Index††		22.06			10.86			36.26			23.74			190.11			12.44			142.25
S&P 500® Materials Index		23.49			8.17			26.57			16.82			117.53			7.90			77.59
Fund
NAV Return		21.97			10.25			34.01			22.95			180.91			11.54			127.98
Market Price Return		22.18			10.23			33.93			22.92			180.67			11.54			127.97

Fund Inception: October 12, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.72%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not

represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^† Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “1 Year,” “3 Years,” “5 Years” and “Fund Inception” performance for the DWA Basic Materials Technical Leaders^TM Index is not available because that Index did not commence calculation until June 30, 2013. The Blended-DWA Basic Materials Technical Leaders^TM Index performance is comprised of the performance of the Dynamic Basic Materials Sector Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^††† Average annualized.

6

PEZ	Manager’s Analysis
	PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic Consumer Discretionary Sector Portfolio to PowerShares DWA Consumer Cyclicals Momentum Portfolio and the underlying index changed from Dynamic Consumer Discretionary Sector Intellidex^SM Index to DWA Consumer Cyclicals Technical Leaders^TM Index. The Fund also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA Consumer Cyclicals Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the DWA Consumer Cyclicals Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index. The consumer cyclicals companies that comprise the Index are principally engaged in the businesses of providing consumer goods and services that are cyclical in nature, including retail, automotive, leisure and recreation, media and real estate goods and services.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider uses a proprietary methodology intended to identify objectively those securities within the universe of eligible securities that have the greatest potential for capital appreciation. The methodology evaluates these companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, to determine their relative strength, and it then ranks and sorts them based on their cumulative scores. Component securities for the Index are selected from among the companies with the highest-ranking cumulative score (“Model Score”) within the consumer cyclicals sub-group. In general, momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. The momentum score for each security included in the Index is based on intermediate and long-term upward price movements of the security as compared to a representative benchmark and other eligible securities within the universe. The Index is composed of at least 30 common stocks of companies in the relevant sector with powerful relative strength characteristics, selected from a universe of approximately 3,000 common stocks traded on U.S. exchanges. “Relative strength” is an investing technique that seeks to determine the strongest performing securities by measuring certain factors, such as a security’s relative performance against the overall market or a security’s relative strength value, which is derived by comparing the rate of increase of the security’s price over a set period as compared to that of a benchmark index. The Index Provider weights each security by its momentum score, with higher scoring securities

representing a greater weight in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 16.93%. On a net asset value (“NAV”) basis, the Fund returned 16.97%. During the same time period, the Blended-DWA Consumer Cyclicals Technical Leaders^TM Index returned 17.76%, while the Dynamic Consumer Discretionary Sector Intellidex^SM Index, the Fund’s previous underlying index, returned 18.80%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable, Index during such periods as the Fund was seeking to track the relevant Index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Consumer Discretionary Index (the “Benchmark Index”) returned 18.76%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 85 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of other indices similar to the Index as well as to that of the broader-based market benchmarks. The Benchmark Index was selected for its recognition in the marketplace and its shared exposure to the consumer discretionary sector.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, relative to the Benchmark Index, the Fund was most overweight in the auto parts & equipment sub-industry and most underweight in the movies & entertainment sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocations.

For the fiscal year ended April 30, 2014, the restaurant sub-industry contributed most significantly to the Fund’s return, followed by the cable & satellite and movies & entertainment sub-industries, respectively. The Internet retail sub-industry detracted most significantly followed by the homebuilding and the Internet software & services sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included DISH Network Corp., Class A, a cable & satellite company (no longer held at fiscal year-end) and Viacom Inc., Class B, a movies & entertainment company (no longer held at fiscal year-end). Positions that detracted most significantly from the Fund’s return included Pandora, an Internet software & services company (portfolio average weight of 0.45%); and Netflix, Inc., an Internet retail company (portfolio average weight of 0.95%).

7

PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Internet Retail	13.9
Restaurants	10.8
Auto Parts & Equipment	8.0
Apparel, Accessories & Luxury Goods	7.5
Automotive Retail	6.3
Airlines	5.7
Specialty Stores	5.6
Internet Software & Services	4.2
Casinos & Gaming	4.1
Broadcasting	4.0
Automobile Manufacturers	3.7
Drug Retail	3.7
Apparel Retail	3.6
Leisure Products	2.9
Homefurnishing Retail	2.5
Cable & Satellite	2.3
Construction Machinery & Heavy Trucks	2.1
Trucking	2.1
Department Stores	2.0
Food Retail	1.8
Industrial Machinery	1.4
General Merchandise Stores	0.9
Movies & Entertainment	0.9
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Priceline Group, Inc. (The)	7.4
TRW Automotive Holdings Corp.	7.1
O’Reilly Automotive, Inc.	6.3
Domino’s Pizza, Inc.	4.2
VF Corp.	3.8
Tesla Motors, Inc.	3.7
Rite Aid Corp.	3.7
TJX Cos., Inc. (The)	3.6
Amazon.com, Inc.	3.4
CBS Corp., Class B	3.2
Total	46.4

8

PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-DWA Consumer Cyclicals Technical LeadersTM Index††		17.76	%		14.79	%		51.26	%		20.12	%		150.12	%		7.53	%		73.00	%
DWA Consumer Cyclicals Technical LeadersTM Index††		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic Consumer Discretionary Sector IntellidexSM Index††		18.80			15.13			52.61			20.34			152.35			7.66			74.54
S&P 500® Consumer Discretionary Index		18.76			18.34			65.73			24.44			198.46			9.40			97.11
Fund
NAV Return		16.97			13.97			48.03			19.26			141.21			6.89			65.36
Market Price Return		16.93			13.93			47.90			19.22			140.90			6.88			65.21

Fund Inception: October 12, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.93%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not

represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “1 Year,” “3 Years,” “5 Years” and “Fund Inception” performance for the DWA Consumer Cyclicals Technical Leaders^TM Index is not available because that Index did not commence calculation until June 30, 2013. The Blended-DWA Consumer Cyclicals Technical Leaders^TM Index performance is comprised of the performance of the Dynamic Consumer Discretionary Sector Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

9

PSL	Manager’s Analysis
	PowerShares DWA Consumer Staples Momentum Portfolio (PSL)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic Consumer Staples Sector Portfolio to PowerShares DWA Consumer Staples Momentum Portfolio and the underlying index changed from Dynamic Consumer Staples Sector Intellidex^SM Index to DWA Consumer Staples Technical Leaders^TM Index. The Fund also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA Consumer Staples Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the DWA Consumer Staples Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index. The consumer staples companies that comprise the Index are principally engaged in the businesses of providing consumer goods and services that have non-cyclical characteristics, including tobacco, textiles, food and beverage, and non-discretionary retail goods and services.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider uses a proprietary methodology intended to identify objectively those securities within the universe of eligible securities that have the greatest potential for capital appreciation. The methodology evaluates these companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, to determine their relative strength, and it then ranks and sorts them based on their cumulative scores. Component securities for the Index are selected from among the companies with the highest-ranking cumulative score (“Model Score”) within the consumer staples sub-group. In general, momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. The momentum score for each security included in the Index is based on intermediate and long-term upward price movements of the security as compared to a representative benchmark and other eligible securities within the universe. The Index is composed of at least 30 common stocks of companies in the relevant sector with powerful relative strength characteristics, selected from a universe of approximately 3,000 common stocks traded on U.S. exchanges. “Relative strength” is an investing technique that seeks to determine the strongest performing securities by measuring certain factors, such as a security’s relative performance against the overall market or a security’s relative strength value, which is derived by comparing the rate of increase of the security’s price over a set period as compared to that of a benchmark index. The Index Provider weights each security by its momentum score, with higher scoring securities

representing a greater weight in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 9.97%. On a net asset value (“NAV”) basis, the Fund returned 9.93%. During the same time period, the Blended-DWA Consumer Staples Technical Leaders^TM Index returned 10.67%, while the Dynamic Consumer Staples Sector Intellidex^SM Index, the Fund’s previous underlying index, returned 16.79%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable, Index during such periods as the Fund was seeking to track the relevant Index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Consumer Staples Index (the “Benchmark Index”) returned 10.46%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 40 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of other indices similar to the Index.

The Benchmark Index was selected for its recognition in the marketplace and its shared exposure to the consumer staples sector. The performance of the Fund differed slightly from the Benchmark Index primarily due to fees and operating expenses that the Fund incurred during the period. Additionally, the Index employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization.

For the fiscal year ended April 30, 2014, the packaged foods and meats sub-industry contributed most significantly to the Fund’s return, followed by the drug retail sub-industry. The Internet software and services sub-industry was the most significantly detracting sub-industry, followed by the education services and specialized consumer services sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Rite Aid Corp., a drug retail company (no longer held at fiscal year-end) and Pilgrim’s Pride Corp., a packaged foods & meats company (portfolio average weight of 1.41%). Positions that detracted most significantly from the Fund’s return included Yelp Inc., Class A, an internet software & services company (portfolio average weight of 0.25%); and Apollo Education Group, Inc., Class A, an education services company (portfolio average weight of 0.16%).

10

PowerShares DWA Consumer Staples Momentum Portfolio (PSL) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Packaged Foods & Meats	28.9
Education Services	9.2
Housewares & Specialties	7.2
Soft Drinks	6.8
Specialized Consumer Services	6.3
Household Products	6.0
Distillers & Vintners	5.3
Trading Companies & Distributors	4.4
Food Retail	4.1
Food Distributors	3.6
Internet Software & Services	2.7
Personal Products	2.7
Home Furnishings	2.3
Industrial Machinery	1.9
Diversified Support Services	1.6
Trucking	1.5
Distributors	1.4
Environmental & Facilities Services	1.4
Health Care Facilities	1.4
Household Appliances	1.1
Data Processing & Outsourced Services	0.3
Money Market Fund Plus Other Assets Less Liabilities	(0.1)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
United Rentals, Inc.	4.4
Church & Dwight Co., Inc.	4.2
Jarden Corp.	3.9
Coca-Cola Enterprises, Inc.	3.6
Hain Celestial Group, Inc. (The)	3.5
Keurig Green Mountain, Inc.	3.4
Newell Rubbermaid, Inc.	3.3
Constellation Brands, Inc., Class A	3.2
Monster Beverage Corp.	3.2
Tyson Foods, Inc., Class A	2.8
Total	35.5

11

PowerShares DWA Consumer Staples Momentum Portfolio (PSL) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-DWA Consumer Staples Technical LeadersTM Index††		10.67	%		13.71	%		47.04	%		18.47	%		133.36	%		9.83	%		103.03	%
DWA Consumer Staples Technical LeadersTM Index††		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic Consumer Staples Sector IntellidexSM Index††		16.79			15.77			55.17			19.75			146.26			10.62			114.26
S&P 500® Consumer Staples Index		10.46			15.15			52.67			18.51			133.76			10.75			116.13
Fund
NAV Return		9.93			12.98			44.20			17.65			125.43			9.08			92.74
Market Price Return		9.97			12.96			44.14			17.67			125.61			9.08			92.66

Fund Inception: October 12, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.82%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not

represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “1 Year,” “3 Years,” “5 Years” and “Fund Inception” performance for the DWA Consumer Staples Technical Leaders^TM Index is not available because that Index did not commence calculation until June 30, 2013. The Blended-DWA Consumer Staples Technical Leaders^TM Index performance is comprised of the performance of the Dynamic Consumer Staples Sector Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014

^†††  Average annualized.

12

PXI	Manager’s Analysis
	PowerShares DWA Energy Momentum Portfolio (PXI)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic Energy Sector Portfolio to PowerShares DWA Energy Momentum Portfolio and the underlying index changed from Dynamic Energy Sector Intellidex^SM Index to DWA Energy Technical Leaders^TM Index. The Fund also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA Energy Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the DWA Energy Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index. The energy companies that comprise the Index are principally engaged in the business of producing, distributing or servicing energy-related products, including oil and gas exploration and production, refining, oil services, pipeline, and solar, wind and other non-oil based energy.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider uses a proprietary methodology intended to identify objectively those securities within the universe of eligible securities that have the greatest potential for capital appreciation. The methodology evaluates these companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, to determine their relative strength, and it then ranks and sorts them based on their cumulative scores. Component securities for the Index are selected from among the companies with the highest-ranking cumulative score (“Model Score”) within the energy sub-group. In general, momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. The momentum score for each security included in the Index is based on intermediate and long-term upward price movements of the security as compared to a representative benchmark and other eligible securities within the universe. The Index is composed of at least 30 common stocks of companies in the relevant sector with powerful relative strength characteristics, selected from a universe of approximately 3,000 common stocks traded on U.S. exchanges. “Relative strength” is an investing technique that seeks to determine the strongest performing securities by measuring certain factors, such as a security’s relative performance against the overall market or a security’s relative strength value, which is derived by comparing the rate of increase of the security’s price over a set period as compared to that of a benchmark index. The Index Provider weights each security by its momentum score, with higher scoring securities representing a greater weight in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 25.66%. On a net asset value (“NAV”) basis, the Fund returned 25.64%. During the same time period, the Blended-DWA Energy Technical Leaders^TM Index returned 26.40%, while the Dynamic Energy Sector Intellidex^SM Index, the Fund’s previous underlying index, returned 26.78%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable, Index during such periods as the Fund was seeking to track the relevant Index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Energy Index (the “Benchmark Index”) returned 21.34% The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 44 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of other indices similar to the Index. The Benchmark Index was selected for its recognition in the marketplace as well as its shared exposure to the energy sector.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, relative to the Benchmark Index, the Fund was most overweight in the oil & gas refining & marketing sub-industry and most underweight in the integrated oil & gas sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to these sub-industry allocations.

For the fiscal year ended April 30, 2014, the oil and gas exploration and production sub-industry contributed most significantly to the Fund’s return, followed by the oil and gas equipment and services and oil and gas refining and marketing sub-industries, respectively. Coal and consumable fuels was the only detracting sub-industry.

Positions that contributed most significantly to the Fund’s return included EOG Resources, Inc., an oil & gas exploration & production company (portfolio average weight of 2.48%) and Valero Energy Corporation, an oil & gas refining & marketing company (portfolio average weight of 2.66%). Positions that detracted most significantly from the Fund’s return included SM Energy Company, an oil & gas exploration & production company (no longer held at fiscal year-end); and Swift Energy Company, an oil & gas exploration & production company (no longer held at fiscal year-end).

13

PowerShares DWA Energy Momentum Portfolio (PXI) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Oil & Gas Exploration & Production	44.0
Oil & Gas Refining & Marketing	15.5
Oil & Gas Equipment & Services	15.4
Oil & Gas Storage & Transportation	15.4
Oil & Gas Drilling	7.0
Specialty Chemicals	1.9
Coal & Consumable Fuels	0.8
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Cheniere Energy, Inc.	6.7
Continental Resources, Inc.	6.5
Gulfport Energy Corp.	4.4
Whiting Petroleum Corp.	4.4
Western Refining, Inc.	4.3
Marathon Petroleum Corp.	4.0
Williams Cos., Inc. (The)	4.0
Valero Energy Corp.	3.8
PDC Energy, Inc.	3.4
Halliburton Co.	3.4
Total	44.9

14

PowerShares DWA Energy Momentum Portfolio (PXI) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg.  Ann.†††			Cumulative
Blended-DWA Energy Technical LeadersTM Index††		26.40	%		12.46	%		42.21	%		26.86	%		228.62	%		13.38	%		158.13	%
DWA Energy Technical LeadersTM Index††		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic Energy Sector IntellidexSM Index††		26.78			12.57			42.64			26.94			229.61			13.43			158.91
S&P 500® Energy Index		21.34			7.00			22.50			16.52			114.74			9.24			94.94
Fund
NAV Return		25.64			11.67			39.25			25.96			217.10			12.69			146.38
Market Price Return		25.66			11.63			39.09			25.93			216.73			12.69			146.40

Fund Inception: October 12, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses in the past, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.69%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not

represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “1 Year,” “3 Years,” “5 Years” and “Fund Inception” performance for the DWA Energy Technical Leaders^TM Index is not available because that Index did not commence calculation until June 30, 2013. The Blended-DWA Energy Technical Leaders^TM Index performance is comprised of the performance of the Dynamic Energy Sector Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

15

PFI	Manager’s Analysis
	PowerShares DWA Financial Momentum Portfolio (PFI)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic Financial Sector Portfolio to PowerShares DWA Financial Momentum Portfolio and the underlying index changed from Dynamic Financial Sector Intellidex^SM Index to DWA Financials Technical Leaders^TM Index. The Fund also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA Financial Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the DWA Financials Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider uses a proprietary methodology intended to identify objectively those securities within the universe of eligible securities that have the greatest potential for capital appreciation. The methodology evaluates these companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, to determine their relative strength, and it then ranks and sorts them based on their cumulative scores. Component securities for the Index are selected from among the companies with the highest-ranking cumulative score (“Model Score”) within the financials sub-group. In general, momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. The momentum score for each security included in the Index is based on intermediate and long-term upward price movements of the security as compared to a representative benchmark and other eligible securities within the universe. The Index is composed of at least 30 common stocks of companies in the relevant sector with powerful relative strength characteristics, selected from a universe of approximately 3,000 common stocks traded on U.S. exchanges. “Relative strength” is an investing technique that seeks to determine the strongest performing securities by measuring certain factors, such as a security’s relative performance against the overall market or a security’s relative strength value, which is derived by comparing the rate of increase of the security’s price over a set period as compared to that of a benchmark index. The Index Provider weights each security by its momentum score, with higher scoring securities representing a greater weight in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 17.86%. On a net asset value (“NAV”) basis,

the Fund returned 17.89%. During the same time period, the Blended-DWA Financials Technical Leaders^TM Index returned 18.81%, while the Dynamic Financial Sector Intellidex^SM Index, the Fund’s previous underlying index, returned 19.88%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable, Index during such periods as the Fund was seeking to track the relevant Index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Financials Index (the “Benchmark Index”) returned 19.65%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 83 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of a broad-based market benchmark. The Benchmark Index was selected for its recognition in the marketplace, and its shared exposure to the financials sector.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, relative to the Benchmark Index, the Fund was most overweight in the property & casualty insurance sub-industry and most underweight in the diversified banks sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocations.

For the fiscal year ended April 30, 2014, the life & health insurance sub-industry contributed most significantly to the Fund’s return, followed by the regional banks and property & casualty insurance sub-industries, respectively. The thrifts & mortgage finance sub-industry detracted most significantly followed by the specialized finance and data processing & outsourced services sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Ameriprise Financial, Inc., a asset management & custody banks company (portfolio average weight of 2.49%) and Principle Financial Group, Inc., a life & health insurance company (portfolio average weight of 2.47%). Positions that detracted most significantly from the Fund’s return included Radian Group Inc., a thrifts & mortgage finance company (portfolio average weight of 0.71%); and First American Financial Corp., a property & casualty insurance company (portfolio average weight of 0.43%).

16

PowerShares DWA Financial Momentum Portfolio (PFI) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Regional Banks	20.8
Asset Management & Custody Banks	12.5
Data Processing & Outsourced Services	11.8
Consumer Finance	9.8
Thrifts & Mortgage Finance	9.4
Life & Health Insurance	8.6
Multi-line Insurance	5.8
Property & Casualty Insurance	4.4
Mortgage REITs	3.3
Hotel & Resort REITs	3.2
Diversified Banks	2.6
Specialized Finance	2.1
Investment Banking & Brokerage	2.0
Diversified Capital Markets	1.4
Real Estate Development	1.4
Internet Software & Services	0.9
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
MasterCard, Inc., Class A	5.6
MGIC Investment Corp.	5.2
Fifth Third Bancorp	4.8
Ameriprise Financial, Inc.	3.7
Invesco Ltd.	3.6
Radian Group, Inc.	3.4
NorthStar Realty Finance Corp.	3.3
Affiliated Managers Group, Inc.	3.3
Discover Financial Services	3.2
SLM Corp.	2.9
Total	39.0

17

PowerShares DWA Financial Momentum Portfolio (PFI) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-DWA Financials Technical LeadersTM Index††		18.81	%		13.19	%		45.03	%		16.36	%		113.28	%		3.45	%		29.23	%
DWA Financials Technical LeadersTM Index††		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic Financial Sector IntellidexSM Index††		19.88			13.53			46.33			16.57			115.20			3.58			30.39
S&P 500® Financials Index		19.65			12.42			42.07			17.18			120.96			(4.02	)		(26.65	)
Fund
NAV Return		17.89			12.34			41.78			15.38			104.48			2.63			21.68
Market Price Return		17.86			12.32			41.70			15.40			104.67			2.62			21.60

Fund Inception: October 12, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 1.19%, including estimated acquired fund fees and expenses of 0.09%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not

represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “1 Year,” “3 Years,” “5 Years” and “Fund Inception” performance for the DWA Financials Technical Leaders^TM Index is not available because that Index did not commence calculation until June 30, 2013. The Blended-DWA Financials Technical Leaders^TM Index performance is comprised of the performance of the Dynamic Financial Sector Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

18

PTH	Manager’s Analysis
	PowerShares DWA Healthcare Momentum Portfolio (PTH)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic Healthcare Sector Portfolio to PowerShares DWA Healthcare Momentum Portfolio and the underlying index changed from Dynamic Healthcare Sector Intellidex^SM Index to DWA Healthcare Technical Leaders^TM Index. The Fund also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA Healthcare Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the DWA Healthcare Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index. The health care companies that comprise the Index are principally engaged in the business of providing health care-related products and services, including biotechnology, pharmaceuticals, medical technology and supplies, and facilities.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider uses a proprietary methodology intended to identify objectively those securities within the universe of eligible securities that have the greatest potential for capital appreciation. The methodology evaluates these companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, to determine their relative strength, and it then ranks and sorts them based on their cumulative scores. Component securities for the Index are selected from among the companies with the highest-ranking cumulative score (“Model Score”) within the health care sub-group. In general, momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. The momentum score for each security included in the Index is based on intermediate and long-term upward price movements of the security as compared to a representative benchmark and other eligible securities within the universe. The Index is composed of at least 30 common stocks of companies in the relevant sector with powerful relative strength characteristics, selected from a universe of approximately 3,000 common stocks traded on U.S. exchanges. “Relative strength” is an investing technique that seeks to determine the strongest performing securities by measuring certain factors, such as a security’s relative performance against the overall market or a security’s relative strength value, which is derived by comparing the rate of increase of the security’s price over a set period as compared to that of a benchmark index. The Index Provider weights each security by its momentum score, with higher scoring securities representing a greater weight in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 17.62%. On a net asset value (“NAV”) basis, the Fund returned 17.41%. During the same time period, the Blended-DWA Healthcare Technical Leaders^TM Index returned 18.23%, while the Dynamic Healthcare Sector Intellidex^SM Index, the Fund’s previous underlying index, returned 31.06%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable, Index during such periods as the Fund was seeking to track the relevant Index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Health Care Index (the “Benchmark Index”) returned 24.98%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 54 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of other indices similar to the Index. The Benchmark Index was selected for its recognition in the marketplace and its shared exposure to the health care sector.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, relative to the Benchmark Index, the Fund was most overweight in the health care facilities sub-industry and most underweight in the pharmaceuticals sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocations as well as security selection within these sub-industries.

For the fiscal year ended April 30, 2014, the pharmaceuticals sub-industry contributed most significantly to the Fund’s return, followed by the life sciences tools & services sub-industry. The biotechnology sub-industry was the only detracting sub-industry.

Positions that contributed most significantly to the Fund’s return included McKesson Corp., a health care distributors company (no longer held at fiscal year-end) and Illumina, Inc., a life sciences tools & services company (portfolio average weight of 1.65%). Positions that detracted most significantly from the Fund’s return included Medivation, Inc., a biotechnology company (no longer held at fiscal year-end); and ACADIA Pharmaceuticals Inc., a biotechnology company (portfolio average weight of 0.4%).

19

PowerShares DWA Healthcare Momentum Portfolio (PTH) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Biotechnology	44.5
Pharmaceuticals	19.9
Health Care Equipment	14.6
Health Care Supplies	9.5
Managed Health Care	4.0
Life Sciences Tools & Services	3.6
Health Care Services	2.1
Auto Parts & Equipment	0.9
Health Care Facilities	0.9
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Alexion Pharmaceuticals, Inc.	5.7
Regeneron Pharmaceuticals, Inc.	5.2
ACADIA Pharmaceuticals, Inc.	4.8
IDEXX Laboratories, Inc.	4.5
Actavis PLC	4.2
Cooper Cos., Inc. (The)	3.8
C.R. Bard, Inc.	3.2
Biogen Idec, Inc.	2.9
Alkermes PLC	2.9
Illumina, Inc.	2.8
Total	40.0

20

PowerShares DWA Healthcare Momentum Portfolio (PTH) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-DWA Healthcare Technical LeadersTM Index††		18.23	%		14.36	%		49.54	%		21.79	%		167.95	%		9.26	%		95.13	%
DWA Healthcare Technical LeadersTM Index††		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic Healthcare Sector IntellidexSM Index††		31.06			18.35			65.77			24.33			197.03			10.76			116.31
S&P 500® Health Care Index		24.98			20.72			75.94			21.70			166.96			9.91			104.06
Fund
NAV Return		17.41			13.55			46.43			20.88			158.06			8.46			84.59
Market Price Return		17.62			13.52			46.29			20.92			158.50			8.46			84.59

Fund Inception: October 12, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.80%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not

represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “1 Year,” “3 Years,” “5 Years” and “Fund Inception” performance for the DWA Healthcare Technical Leaders^TM Index is not available because that Index did not commence calculation until June 30, 2013. The Blended-DWA Healthcare Technical Leaders^TM Index performance is comprised of the performance of the Dynamic Healthcare Sector Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

21

PRN	Manager’s Analysis
	PowerShares DWA Industrials Momentum Portfolio (PRN)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic Industrials Sector Portfolio to PowerShares DWA Industrials Momentum Portfolio and the underlying index changed from Dynamic Industrials Sector Intellidex^SM Index to DWA Industrials Technical Leaders^TM Index. The Fund also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA Industrials Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the DWA Industrials Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index. The industrial companies that comprise the Index are principally engaged in the business of providing industrial products and services, including engineering, heavy machinery, construction, electrical equipment, aerospace and defense and general manufacturing products and services.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider uses a proprietary methodology intended to identify objectively those securities within the universe of eligible securities that have the greatest potential for capital appreciation. The methodology evaluates these companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, to determine their relative strength, and it then ranks and sorts them based on their cumulative scores. Component securities for the Index are selected from among the companies with the highest-ranking cumulative score (“Model Score”) within the industrials sub-group. In general, momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. The momentum score for each security included in the Index is based on intermediate and long-term upward price movements of the security as compared to a representative benchmark and other eligible securities within the universe. The Index is composed of at least 30 common stocks of companies in the relevant sector with powerful relative strength characteristics, selected from a universe of approximately 3,000 common stocks traded on U.S. exchanges. “Relative strength” is an investing technique that seeks to determine the strongest performing securities by measuring certain factors, such as a security’s relative performance against the overall market or a security’s relative strength value, which is derived by comparing the rate of increase of the security’s price over a set period as compared to that of a benchmark index. The Index Provider weights each security by its momentum score, with higher scoring securities representing a greater weight in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 26.97%. On a net asset value (“NAV”) basis, the Fund returned 27.01%. During the same time period, the Blended-DWA Industrials Technical Leaders^TM Index returned 27.89%, while the Dynamic Industrials Sector Intellidex^SM Index, the Fund’s previous underlying index, returned 35.60%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable, Index during such periods as the Fund was seeking to track the relevant Index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Industrials Index (the “Benchmark Index”) returned 30.28%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 64 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of indices similar to the Index. The Benchmark Index was selected for its shared exposure to the industrial sector and recognition in the marketplace.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, relative to the Benchmark Index, the Fund was most overweight in the airlines sub-industry and most underweight in the industrial conglomerates sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocations.

For the fiscal year ended April 30, 2014, the aerospace and defense sub-industry contributed most significantly to the Fund’s return, followed by the industrial machinery sub-industry. The data processing and outsourced services sub-industry was the most significantly detracting sub-industry, followed by the electronic equipment and instruments sub-industry.

Positions that contributed most significantly to the Fund’s return included Delta Air Lines, Inc., an airlines company (no longer held at fiscal year-end) and Northrop Grumman Corp., an aerospace & defense company (portfolio average weight of 2.28%). Positions that detracted most significantly from the Fund’s return included WageWorks, Inc., a human resource & employment services company (portfolio average weight of 0.23%); and ADT Corp., a security & alarm services company (no longer held at fiscal year-end).

22

PowerShares DWA Industrials Momentum Portfolio (PRN) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Aerospace & Defense	20.5
Industrial Machinery	8.8
Data Processing & Outsourced Services	8.5
Construction Machinery & Heavy Trucks	6.4
Electrical Components & Equipment	6.3
Trucking	5.7
Specialty Chemicals	4.8
Semiconductors	4.7
Paper Packaging	4.6
Railroads	4.4
Building Products	4.3
Construction & Engineering	3.0
Human Resource & Employment Services	2.6
Marine	2.4
Construction Materials	2.2
Electronic Equipment & Instruments	2.2
Semiconductor Equipment	2.0
Commercial Printing	1.5
Internet Software & Services	1.3
Research & Consulting Services	1.2
Heavy Electrical Equipment	0.9
Trading Companies & Distributors	0.9
Electronic Components	0.8
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Precision Castparts Corp.	5.0
Sherwin-Williams Co. (The)	4.8
SunPower Corp.	4.7
Union Pacific Corp.	4.4
Lockheed Martin Corp.	4.2
B/E Aerospace, Inc.	4.0
Generac Holdings, Inc.	3.8
Pentair Ltd.	3.4
Northrop Grumman Corp.	2.8
Cummins, Inc.	2.7
Total	39.8

23

PowerShares DWA Industrials Momentum Portfolio (PRN) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-DWA Industrials Technical LeadersTM Index††		27.89	%		15.10	%		52.50	%		22.30	%		173.66	%		10.13	%		107.23	%
DWA Industrials Technical LeadersTM Index††		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic Industrials Sector IntellidexSM Index††		35.60			17.37			61.70			23.75			190.16			10.99			119.73
S&P 500® Industrials Index		30.28			13.65			46.80			21.94			169.57			7.52			72.90
Fund
NAV Return		27.01			13.96			48.01			21.13			160.81			9.16			93.83
Market Price Return		26.97			13.92			47.84			21.15			161.01			9.16			93.75

Fund Inception: October 12, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.92%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not

represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “1 Year,” “3 Years,” “5 Years” and “Fund Inception” performance for the DWA Industrials Technical Leaders^TM Index is not available because that Index did not commence calculation until June 30, 2013. The Blended-DWA Industrials Technical Leaders^TM Index performance is comprised of the performance of the Dynamic Industrials Sector Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

24

PTF	Manager’s Analysis
	PowerShares DWA Technology Momentum Portfolio (PTF)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic Technology Sector Portfolio to PowerShares DWA Technology Momentum Portfolio and the underlying index changed from Dynamic Technology Sector Intellidex^SM Index to DWA Technology Technical Leaders^TM Index. The Fund also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA Technology Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the DWA Technology Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index. The technology companies that comprise the Index are principally engaged in the business of providing technology-related products and services, including computer hardware and software, Internet, electronics and semiconductors, and communication technologies.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider uses a proprietary methodology intended to identify objectively those securities within the universe of eligible securities that have the greatest potential for capital appreciation. The methodology evaluates these companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, to determine their relative strength, and it then ranks and sorts them based on their cumulative scores. Component securities for the Index are selected from among the companies with the highest-ranking cumulative score (“Model Score”) within the technology sub-group. In general, momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. The momentum score for each security included in the Index is based on intermediate and long-term upward price movements of the security as compared to a representative benchmark and other eligible securities within the universe. The Index is composed of at least 30 common stocks of companies in the relevant sector with powerful relative strength characteristics, selected from a universe of approximately 3,000 common stocks traded on U.S. exchanges. “Relative strength” is an investing technique that seeks to determine the strongest performing securities by measuring certain factors, such as a security’s relative performance against the overall market or a security’s relative strength value, which is derived by comparing the rate of increase of the security’s price over a set period as compared to that of a benchmark index. The Index Provider weights each security by its momentum score, with higher scoring securities representing a greater weight in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 11.86%. On a net asset value (“NAV”) basis, the Fund returned 11.52%. During the same time period, the Blended-DWA Technology Technical Leaders^TM Index returned 12.40%, while the Dynamic Technology Sector Intellidex^SM Index, the Fund’s previous underlying index, returned 20.05%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable, Index during such periods as the Fund was seeking to track the relevant Index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Information Technology Index (the “Benchmark Index”) returned 24.81%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 66 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of other indices similar to the Index. The Benchmark Index was selected for its recognition in the marketplace and its shared exposure to the technology sector.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, relative to the Benchmark Index, the Fund was most overweight in the data processing & outsourced services sub-industry and most underweight in the systems software sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s underperformance relative to the Benchmark Index during that period can be attributed to these sector allocations.

For the fiscal year ended April 30, 2014, the information technology sub-industry contributed most significantly to the Fund’s return, followed by the Industrials sub-industry. The health care sub-industry was the most significantly detracting sub-industry, followed by the consumer discretionary and telecommunication services sub-industries, respectively.

Positions that contributed most significantly to the Fund’s return included Western Digital Corp., a technology hardware storage & peripherals company (portfolio average weight of 2.58%) and First Solar, Inc., a semiconductors company (portfolio average weight of 1.83%). Positions that detracted most significantly from the Fund’s return included athenahealth, Inc., a health care technology company (portfolio average weight of 0.81%); and Medidata Solutions, Inc., a health care technology company (portfolio average weight of 0.44%).

25

PowerShares DWA Technology Momentum Portfolio (PTF) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Application Software	19.5
Semiconductors	16.8
Technology Hardware, Storage & Peripherals	11.5
Systems Software	8.1
Electronic Components	7.9
Health Care Technology	7.6
Internet Software & Services	6.7
Semiconductor Equipment	5.6
Wireless Telecommunication Services	4.6
IT Consulting & Other Services	3.1
Communications Equipment	3.0
Cable & Satellite	1.3
Data Processing & Outsourced Services	1.3
Alternative Carriers	1.1
Electronic Manufacturing Services	1.0
Construction & Engineering	0.9
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Amphenol Corp., Class A	6.3
SunEdison, Inc.	5.6
MICROS Systems, Inc.	5.6
Intuit, Inc.	5.1
First Solar, Inc.	3.7
Skyworks Solutions, Inc.	3.6
Micron Technology, Inc.	3.4
athenahealth, Inc.	3.0
Cerner Corp.	3.0
Facebook, Inc., Class A	2.8
Total	42.1

26

PowerShares DWA Technology Momentum Portfolio (PTF) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-DWA Technology Technical LeadersTM Index††		12.40	%		6.59	%		21.12	%		14.50	%		96.80	%		4.10	%		35.44	%
DWA Technology Technical LeadersTM Index††		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic Technology Sector IntellidexSM Index††		20.05			8.96			29.36			16.02			110.19			5.01			44.66
S&P 500® Information Technology Index		24.81			13.30			45.43			18.75			136.12			8.67			87.38
Fund
NAV Return		11.52			5.78			18.37			13.63			89.47			3.35			28.26
Market Price Return		11.86			5.81			18.45			13.64			89.53			3.36			28.31

Fund Inception: October 12, 2006

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.89%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not

represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “1 Year,” “3 Years,” “5 Years” and “Fund Inception” performance for the DWA Technology Technical Leaders^TM Index is not available because that Index did not commence calculation until June 30, 2013. The Blended-DWA Technology Technical Leaders^TM Index performance is comprised of the performance of the Dynamic Technology Sector Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014

^†††  Average annualized.

27

PUI	Manager’s Analysis
	PowerShares DWA Utilities Momentum Portfolio (PUI)

Effective February 19, 2014, the Fund’s name changed from PowerShares Dynamic Utilities Portfolio to PowerShares DWA Utilities Momentum Portfolio and the underlying index changed from Dynamic Utilities Intellidex^SM Index to DWA Utilities Technical Leaders^TM Index. The Fund also changed its investment objective and investment policies.

As an index fund, the PowerShares DWA Utilities Momentum Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the DWA Utilities Technical Leaders^TM Index (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of companies that comprise the Index. The utilities companies that comprise the Index may include companies that generate and supply electricity, including electricity wholesalers; distribute natural gas to customers; provide water to customers, as well as deal with associated wastewater; and provide land line or wireless telephone services.

Dorsey Wright & Associates, LLC (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider uses a proprietary methodology intended to identify objectively those securities within the universe of eligible securities that have the greatest potential for capital appreciation. The methodology evaluates these companies quarterly, based on a variety of criteria, including price momentum, earnings momentum, quality, management action, and value factors, to determine their relative strength, and it then ranks and sorts them based on their cumulative scores. Component securities for the Index are selected from among the companies with the highest-ranking cumulative score (“Model Score”) within the utilities sub-group. In general, momentum is the tendency of an investment to exhibit persistence in its relative performance; a “momentum” style of investing emphasizes investing in securities that have had better recent performance compared to other securities. The momentum score for each security included in the Index is based on intermediate and long-term upward price movements of the security as compared to a representative benchmark and other eligible securities within the universe. The Index is composed of at least 30 common stocks of companies in the relevant sector with powerful relative strength characteristics, selected from a universe of approximately 3,000 common stocks traded on U.S. exchanges. “Relative strength” is an investing technique that seeks to determine the strongest performing securities by measuring certain factors, such as a security’s relative performance against the overall market or a security’s relative strength value, which is derived by comparing the rate of increase of the security’s price over a set period as compared to that of a benchmark index. The Index Provider weights each security by its momentum score, with higher scoring securities representing a greater weight in the Index. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 16.35%. On a net asset value (“NAV”) basis, the Fund returned 16.27%. During the same time period, the Blended-DWA Utilities Technical Leaders^TM Index returned 17.08%, while the Dynamic Utilities Intellidex^SM Index, the Fund’s previous underlying index, returned 15.54%. Although the underlying index changed, the Fund fully replicated the components of the previous and current, as applicable, Index during such periods as the Fund was seeking to track the relevant Index during the fiscal year; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the S&P 500^® Utilities Index (the “Benchmark Index”) returned 8.51%. The Benchmark Index is an unmanaged index weighted by market capitalization based on the average performance of approximately 30 securities. The Fund provided this additional comparative benchmark to help investors better understand how the investment results of the Fund compare to the performance of other indices similar to the Index. The Benchmark Index was selected for its recognition in the marketplace as well as its exposure to the utilities sector.

The performance of the Fund differed from the Benchmark Index in part because the Index employs a proprietary stock selection and weighting methodology, whereas the Benchmark Index selects and weights stocks based on market capitalization. More specifically, relative to the Benchmark Index, the Fund was most overweight in the integrated telecommunication services sub-industry and most underweight in the electric utilities sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during this period can be attributed to its allocation to these sub-industries.

For the fiscal year ended April 30, 2014, the multi-utilities sub-industry contributed most significantly to the Fund’s return, followed by the alternative carriers and electric utilities sub-industries, respectively. The data processing and outsourced services sub-industry was the most significantly detracting sector, followed by the specialized REITs sub-industry.

Positions that contributed most significantly to the Fund’s return included T-Mobile US, Inc., a wireless telecommunication services company (no longer held at fiscal year-end) and DISH Network Corp. Class A, a cable & satellite company (no longer held at fiscal year-end). Positions that detracted most significantly from the Fund’s return included NII Holdings, Inc., Class B, a wireless telecommunication services company (no longer held at fiscal year-end); and FirstEnergy Corp., an electric utilities company (no longer held at fiscal year-end).

28

PowerShares DWA Utilities Momentum Portfolio (PUI) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Multi-Utilities	32.1
Electric Utilities	31.6
Gas Utilities	9.1
Oil & Gas Storage & Transportation	7.6
Water Utilities	5.2
Alternative Carriers	5.0
Integrated Telecommunication Service	3.3
Oil & Gas Exploration & Production	3.0
Independent Power Producers & Energy Traders	2.0
Diversified Support Services	1.1
Money Market Fund Plus Other Assets Less Liabilities	(0.0)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
Sempra Energy	5.0
Duke Energy Corp.	4.9
ONEOK, Inc.	4.7
tw telecom, Inc.	4.1
Wisconsin Energy Corp.	4.1
Xcel Energy, Inc.	3.9
NextEra Energy, Inc.	3.8
Southern Co. (The)	3.6
CenterPoint Energy, Inc.	3.6
Dominion Resources, Inc.	3.3
Total	41.0

29

PowerShares DWA Utilities Momentum Portfolio (PUI) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg. Ann.†††			3 Years Cumulative			5 Years Avg.  Ann.†††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.†††			Cumulative
Blended-DWA Utilities Technical LeadersTM Index††		17.08	%		13.46	%		46.06	%		16.03	%		110.29	%		8.50	%		100.21	%
DWA Utilities Technical LeadersTM Index††		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Dynamic Utilities IntellidexSM Index††		15.54			12.96			44.14			15.72			107.52			8.33			97.58
S&P 500® Utilities Index		8.51			13.87			47.66			15.72			107.48			8.30			97.09
Fund
NAV Return		16.27			12.43			42.11			15.04			101.49			7.67			87.61
Market Price Return		16.35			12.37			41.90			15.05			101.61			7.68			87.67

Fund Inception: October 26, 2005

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. Had the adviser not waived fees and/or reimbursed expenses, performance would have been lower. The adviser has contractually agreed to waive fees and/or pay certain Fund expenses through August 31, 2015. According to the Fund’s current prospectus, the total gross annual operating expense ratio was indicated as 0.81%. The Financial Highlights section of the Shareholders Report presents the expense ratios based on expenses incurred during the period covered by this report. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not

represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Blended - Index and Benchmark Index returns are based on the inception date of the Fund.

^††  “1 Year,” “3 Years,” “5 Years” and “Fund Inception” performance for the DWA Utilities Technical Leaders^TM Index is not available because that Index did not commence calculation until June 30, 2013. The Blended-DWA Utilities Technical Leaders^TM Index performance is comprised of the performance of the Dynamic Utilities Intellidex^SM Index, the Fund’s previous underlying index, from Fund inception through the conversion date, February 19, 2014, followed by the performance of the Index, starting from the conversion date through April 30, 2014.

^†††  Average annualized.

30

PNQI	Manager’s Analysis
	PowerShares NASDAQ Internet Portfolio (PNQI)

As an index fund, the PowerShares NASDAQ Internet Portfolio (the “Fund”) is passively managed and attempts to track the returns of an underlying index. The Fund seeks investment results that generally correspond (before fees and expenses) to the price and yield of the NASDAQ Internet Index^SM (the “Index”). The Fund generally will invest at least 90% of its total assets in common stocks of Internet software and service companies that comprise the Index. These companies include those involved in Internet-related services, including Internet access providers, Internet search engines, web hosting, website design and e-commerce.

The NASDAQ OMX Group, Inc. (the “Index Provider”) compiles, maintains and calculates the Index. Strictly in accordance with its existing guidelines and mandated procedures, the Index Provider selects constituents for the Index, which is designed to track the performance of the largest and most liquid U.S.-listed companies that are involved in Internet-related business. In order to be eligible for inclusion in the Index, in addition to being engaged in Internet-related business, a security must: be listed on NASDAQ, the NYSE or the NYSE MKT; have a minimum market capitalization of $200 million; have a minimum three-month average daily trading volume of 100,000 shares; have a minimum closing price of $3.00; be issued by a company that has not entered into a definitive agreement or other arrangement that would likely result in the security no longer being Index eligible; and may not be issued by a company in bankruptcy proceedings or that has annual financial statements with an audit opinion that is currently withdrawn. The Index Provider weights securities included in the Index according to a modified market capitalization methodology. The Fund generally invests in all of the securities comprising the Index in proportion to their weightings in the Index.

For the fiscal year ended April 30, 2014, on a market price basis, the Fund returned 33.48%. On a net asset value (“NAV”) basis, the Fund returned 33.70%. During the same time period, the Index returned 34.44%. During the fiscal year, the Fund fully replicated the components of the Index; therefore, the Fund’s performance, on a NAV basis, differed from the return of the Index primarily due to fees and operating expenses that the Fund incurred during the period.

During this same time period, the NASDAQ-100^® Index (the “Benchmark Index”) returned 25.82%. The Benchmark Index is an unmanaged index weighted by modified market capitalization based on the average performance of approximately 100 securities. The Fund provided this additional comparative benchmark because of its recognition in the marketplace and to help investors better understand how the investment results of the Fund compare to the performance of a broad-based market benchmark.

The performance of the Fund differed from the Benchmark Index in part because the Fund contains a set of companies engaged in

Internet-related businesses, whereas the Benchmark Index consists of the approximately 100 largest non-financial securities listed on the NASDAQ Stock Market.

Relative to the Benchmark Index, the Fund was most overweight in the Internet software & services sub-industry and most underweight in the technology hardware storage & peripherals sub-industry during the fiscal year ended April 30, 2014. The majority of the Fund’s outperformance relative to the Benchmark Index during that period can be attributed to its allocation to the Internet retail sub-industry and Internet software & services sub-industry.

For the fiscal year ended April 30, 2014, the Internet software & services sub-industry contributed most significantly to the Fund’s return, followed by the Internet retail sub-industry and the application software sub-industry. Casinos & gaming was the only detracting sub-industry.

Positions that contributed most significantly to the Fund’s return included Facebook, Inc., an Internet software & services company (portfolio average weight of 8.91%) and Priceline Group Inc., an Internet retail company (portfolio average weight of 8.07%). Positions that detracted most significantly from the Fund’s return included Rackspace Hosting, Inc., an Internet software & services company (portfolio average weight of 1.63%); and Equinix, Inc., an Internet software & services company (portfolio average weight of 2.58%).

31

PowerShares NASDAQ Internet Portfolio (PNQI) (continued)

Sub-Industry Breakdown (% of the Fund’s Net Assets) as of April 30, 2014
Internet Software & Services	67.5
Internet Retail	30.1
Application Software	1.8
Alternative Carriers	0.4
Casinos & Gaming	0.1
Systems Software	0.1
Wireless Telecommunication Services	0.1
Money Market Funds Plus Other Assets Less Liabilities	(0.1)
Top Ten Fund Holdings (% of the Fund’s Net Assets) as of April 30, 2014
Security
eBay, Inc.	8.3
Facebook, Inc., Class A	8.3
Priceline Group, Inc. (The)	8.1
Amazon.com, Inc.	7.9
Yahoo!, Inc.	4.4
Baidu, Inc. ADR	4.3
Google, Inc., Class A	4.2
Google, Inc., Class C	4.1
Netflix, Inc.	3.4
TripAdvisor, Inc.	2.8
Total	55.8

32

PowerShares NASDAQ Internet Portfolio (PNQI) (continued)

Growth of a $10,000 Investment Since Inception^†

Fund Performance History as of 4/30/14

	1 Year			3 Years Avg.  Ann.††			3 Years Cumulative			5 Years Avg.  Ann.††			5 Years Cumulative			Fund Inception†
Index																Avg. Ann.††			Cumulative
NASDAQ Internet IndexSM		34.44	%		14.76	%		51.12	%		28.76	%		253.96	%		18.04	%		165.27	%
NASDAQ-100® Index		25.82			15.68			54.81			22.04			170.71			12.24			97.23
Fund
NAV Return		33.70			14.22			49.03			28.08			244.62			17.43			157.33
Market Price Return		33.48			14.13			48.66			28.04			244.19			17.08			152.87

Fund Inception: June 12, 2008

Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate, and shares of the Fund (“Fund Shares”), when redeemed or sold, may be worth more or less than their original cost. According to the Fund’s current prospectus, the expense ratio of 0.60% is expressed as a unitary management fee to cover operating expenses and expenses incurred in connection with managing the portfolio. NAV and Market Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Market Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.

Index and Benchmark Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index and Benchmark Index do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.

^†  Fund, Index and Benchmark Index returns are based on the inception date of the Fund.

^††  Average annualized.

33

Schedule of Investments^(a)

PowerShares DWA Basic Materials Momentum Portfolio (PYZ)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Aerospace & Defense—1.7%
	38,795	Hexcel Corp.(b)	$	1,617,363
		Aluminum—2.7%
	91,396	Century Aluminum Co.(b)		1,256,695
	17,775	Kaiser Aluminum Corp.		1,251,360
				2,508,055
		Commodity Chemicals—10.3%
	27,008	Cabot Corp.		1,561,062
	38,903	LyondellBasell Industries NV, Class A		3,598,528
	63,297	Westlake Chemical Corp.		4,506,746
				9,666,336
		Diversified Chemicals—16.9%
	57,893	Dow Chemical Co. (The)		2,888,861
	25,909	E.I. du Pont de Nemours & Co.		1,744,194
	33,502	Eastman Chemical Co.		2,920,369
	50,241	FMC Corp.		3,868,557
	133,660	Huntsman Corp.		3,348,183
	42,030	Olin Corp.		1,181,043
				15,951,207
		Diversified Metals & Mining—4.0%
	56,640	Horsehead Holding Corp.(b)		883,018
	63,249	US Silica Holdings, Inc.		2,856,957
				3,739,975
		Electronic Components—1.0%
	16,163	Rogers Corp.(b)		970,103
		Fertilizers & Agricultural Chemicals—2.2%
	8,528	CF Industries Holdings, Inc.		2,090,810
		Gold—1.0%
	287,099	Allied Nevada Gold Corp.(b)(c)		973,266
		Industrial Gases—7.1%
	34,625	Airgas, Inc.		3,679,253
	23,017	Praxair, Inc.		3,004,869
				6,684,122
		Life Sciences Tools & Services—1.5%
	66,738	Cambrex Corp.(b)		1,367,462
		Oil & Gas Refining & Marketing—1.5%
	47,156	Green Plains Renewable Energy, Inc.		1,409,964
		Paper Products—5.7%
	23,127	Clearwater Paper Corp.(b)		1,419,767
	82,501	KapStone Paper and Packaging Corp.(b)		2,176,376
	37,362	P.H. Glatfelter Co.		953,478
	47,000	Resolute Forest Products, Inc.(b)		838,480
				5,388,101
		Specialty Chemicals—41.4%
	35,558	Ashland, Inc.		3,434,903
	28,086	Cytec Industries, Inc.		2,677,158
	18,050	Ecolab, Inc.		1,888,752
	148,000	Ferro Corp.(b)		1,921,040
	48,559	FutureFuel Corp.		974,579
	27,398	H.B. Fuller Co.		1,269,349
	13,310	International Flavors & Fragrances, Inc.		1,311,301
	15,658	Minerals Technologies, Inc.		931,494
	5,675	NewMarket Corp.		2,112,916
	62,637	PolyOne Corp.		2,347,008
	13,599	PPG Industries, Inc.		2,633,038

Number of Shares			Value
		Common Stocks (continued)
		Specialty Chemicals (continued)
	14,715	Quaker Chemical Corp.	$	1,095,238
	53,943	Rockwood Holdings, Inc.		3,832,650
	33,479	RPM International, Inc.		1,428,214
	25,174	Sensient Technologies Corp.		1,360,655
	30,156	Sigma-Aldrich Corp.		2,901,309
	38,718	Valspar Corp. (The)		2,827,963
	44,105	W.R. Grace & Co.(b)		4,062,071
				39,009,638
		Steel—3.0%
	21,853	Carpenter Technology Corp.		1,372,368
	38,906	Worthington Industries, Inc.		1,431,741
				2,804,109
		Total Common Stocks (Cost $87,536,114)		94,180,511
		Money Market Fund—0.1%
	70,043	Invesco Premier Portfolio—Institutional Class(d) (Cost $70,043)		70,043
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $87,606,157)—100.1%		94,250,554
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—0.8%
	771,062	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $771,062)		771,062
		Total Investments (Cost $88,377,219)—100.9%		95,021,616
		Other assets less liabilities—(0.9)%		(831,588	)
		Net Assets—100.0%	$	94,190,028

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  All or a portion of this security was out on loan at April 30, 2014.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman & Co.	$	706,459	$	(706,459	)	$	—

* Amount does not include excess collateral received, if any.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

34

Schedule of Investments^(a)

PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Airlines—5.7%
	12,882	Alaska Air Group, Inc.	$	1,211,939
	39,193	American Airlines Group, Inc.(b)		1,374,498
				2,586,437
		Apparel Retail—3.6%
	28,632	TJX Cos., Inc. (The)		1,665,810
		Apparel, Accessories & Luxury Goods—7.5%
	15,314	Kate Spade & Co.(b)		532,468
	23,842	Under Armour, Inc., Class A(b)		1,165,635
	28,280	VF Corp.		1,727,625
				3,425,728
		Auto Parts & Equipment—8.0%
	14,577	Tower International, Inc.(b)		405,387
	40,615	TRW Automotive Holdings Corp.(b)		3,263,415
				3,668,802
		Automobile Manufacturers—3.7%
	8,240	Tesla Motors, Inc.(b)		1,713,014
		Automotive Retail—6.3%
	19,483	O’Reilly Automotive, Inc.(b)		2,898,875
		Broadcasting—4.0%
	25,165	CBS Corp., Class B		1,453,530
	70,228	Entravision Communications Corp., Class A		372,911
				1,826,441
		Cable & Satellite—2.3%
	32,018	Starz, Class A(b)		1,033,221
		Casinos & Gaming—4.1%
	34,498	Caesars Entertainment Corp.(b)		637,178
	6,167	Wynn Resorts Ltd.		1,257,390
				1,894,568
		Construction Machinery & Heavy Trucks—2.1%
	9,024	WABCO Holdings, Inc.(b)		965,658
		Department Stores—2.0%
	15,904	Macy’s, Inc.		913,367
		Drug Retail—3.7%
	230,117	Rite Aid Corp.(b)		1,679,854
		Food Retail—1.8%
	10,775	Susser Holdings Corp.(b)		833,769
		General Merchandise Stores—0.9%
	28,571	Tuesday Morning Corp.(b)		399,423
		Homefurnishing Retail—2.5%
	18,201	Williams-Sonoma, Inc.		1,143,387
		Industrial Machinery—1.4%
	2,436	Middleby Corp. (The)(b)		615,041
		Internet Retail—13.9%
	5,168	Amazon.com, Inc.(b)		1,571,744
	4,398	Netflix, Inc.(b)		1,416,332
	2,919	Priceline Group, Inc. (The)(b)		3,379,472
				6,367,548
		Internet Software & Services—4.2%
	33,078	Pandora Media, Inc.(b)		774,687
	10,412	Zillow, Inc., Class A(b)		1,131,784
				1,906,471

Number of Shares			Value
		Common Stocks (continued)
		Leisure Products—2.9%
	9,969	Polaris Industries, Inc.	$	1,339,136
		Movies & Entertainment—0.9%
	13,618	Carmike Cinemas, Inc.(b)		403,910
		Restaurants—10.8%
	22,011	Brinker International, Inc.		1,081,620
	7,157	Buffalo Wild Wings, Inc.(b)		1,045,781
	26,092	Domino’s Pizza, Inc.		1,940,723
	12,351	Starbucks Corp.		872,228
				4,940,352
		Specialty Stores—5.6%
	12,966	Signet Jewelers Ltd.		1,313,715
	18,728	Tractor Supply Co.		1,259,271
				2,572,986
		Trucking—2.1%
	18,538	Avis Budget Group, Inc.(b)		974,913
		Total Common Stocks (Cost $47,187,551)		45,768,711
		Money Market Fund—0.1%
	41,864	Invesco Premier Portfolio—Institutional Class(c) (Cost $41,864)		41,864
		Total Investments (Cost $47,229,415)—100.1%		45,810,575
		Other assets less liabilities—(0.1)%		(56,932	)
		Net Assets—100.0%	$	45,753,643

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

35

Schedule of Investments^(a)

PowerShares DWA Consumer Staples Momentum Portfolio (PSL)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.1%
		Data Processing & Outsourced Services—0.3%
	4,496	Blackhawk Network Holdings, Inc., Class B(b)	$	103,543
		Distillers & Vintners—5.3%
	9,052	Brown-Forman Corp., Class B		812,145
	15,702	Constellation Brands, Inc., Class A(b)		1,253,648
				2,065,793
		Distributors—1.4%
	6,784	Core-Mark Holding Co., Inc.		546,383
		Diversified Support Services—1.6%
	20,316	KAR Auction Services, Inc.		605,010
		Education Services—9.2%
	27,099	Apollo Education Group, Inc.(b)		782,077
	10,711	Bright Horizons Family Solutions, Inc.(b)		436,795
	7,652	Capella Education Co.		446,571
	71,538	Career Education Corp.(b)		516,504
	14,813	DeVry Education Group, Inc.		667,029
	16,154	Grand Canyon Education, Inc.(b)		696,561
				3,545,537
		Environmental & Facilities Services—1.4%
	18,423	Rollins, Inc.		554,164
		Food Distributors—3.6%
	10,637	Andersons, Inc. (The)		662,579
	10,414	United Natural Foods, Inc.(b)		718,878
				1,381,457
		Food Retail—4.1%
	9,712	Casey’s General Stores, Inc.		666,826
	27,369	Safeway, Inc.		932,188
				1,599,014
		Health Care Facilities—1.4%
	17,559	VCA Antech, Inc.(b)		537,832
		Home Furnishings—2.3%
	18,033	Tempur Sealy International, Inc.(b)		904,896
		Household Appliances—1.1%
	6,956	Helen of Troy Ltd.(b)		436,141
		Household Products—6.0%
	23,687	Church & Dwight Co., Inc.		1,634,640
	9,069	Spectrum Brands Holdings, Inc.		696,771
				2,331,411
		Housewares & Specialties—7.2%
	26,231	Jarden Corp.(b)		1,499,102
	42,626	Newell Rubbermaid, Inc.		1,283,469
				2,782,571
		Industrial Machinery—1.9%
	6,311	Snap-on, Inc.		732,076
		Internet Software & Services—2.7%
	18,049	Yelp, Inc.(b)		1,052,618
		Packaged Foods & Meats—28.9%
	19,964	Diamond Foods, Inc.(b)		610,300
	15,706	Hain Celestial Group, Inc. (The)(b)		1,351,030
	9,731	Hershey Co. (The)		936,512
	24,795	Hillshire Brands Co. (The)		883,942
	12,828	Hormel Foods Corp.		611,767
	5,937	J & J Snack Foods Corp.		555,703

Number of Shares			Value
		Common Stocks (continued)
		Packaged Foods & Meats (continued)
	14,262	Keurig Green Mountain, Inc.	$	1,336,064
	12,228	Kraft Foods Group, Inc.		695,284
	5,041	Lancaster Colony Corp.		478,290
	45,274	Pilgrim’s Pride Corp. (Brazil)(b)		989,690
	17,937	Pinnacle Foods, Inc.		545,285
	11,000	Post Holdings, Inc.(b)		574,860
	25,924	Tyson Foods, Inc., Class A		1,088,030
	19,989	WhiteWave Foods Co. (The), Class A(b)		553,495
				11,210,252
		Personal Products—2.7%
	12,968	Inter Parfums, Inc.		474,499
	8,249	USANA Health Sciences, Inc.(b)		559,777
				1,034,276
		Soft Drinks—6.8%
	30,270	Coca-Cola Enterprises, Inc.		1,375,469
	18,467	Monster Beverage Corp.(b)		1,236,550
				2,612,019
		Specialized Consumer Services—6.3%
	32,431	H&R Block, Inc.		921,689
	41,648	Service Corp. International		781,733
	17,636	Sotheby’s		741,770
				2,445,192
		Trading Companies & Distributors—4.4%
	17,973	United Rentals, Inc.(b)		1,686,407
		Trucking—1.5%
	2,348	AMERCO		587,258
		Total Common Stocks (Cost $39,147,986)		38,753,850
		Money Market Fund—0.1%
	44,526	Invesco Premier Portfolio—Institutional Class(c) (Cost $44,526)		44,526
		Total Investments (Cost $39,192,512)—100.2%		38,798,376
		Other assets less liabilities—(0.2)%		(59,959	)
		Net Assets—100.0%	$	38,738,417

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

36

Schedule of Investments^(a)

PowerShares DWA Energy Momentum Portfolio (PXI)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Coal & Consumable Fuels—0.8%
	165,225	Solazyme, Inc.(b)	$	1,777,821
		Oil & Gas Drilling—7.0%
	61,815	Helmerich & Payne, Inc.		6,716,200
	182,478	Patterson-UTI Energy, Inc.		5,936,009
	157,131	Pioneer Energy Services Corp.(b)		2,352,251
				15,004,460
		Oil & Gas Equipment & Services—15.4%
	142,634	Basic Energy Services, Inc.(b)		3,768,390
	24,067	CARBO Ceramics, Inc.		3,367,214
	33,428	Core Laboratories NV		6,273,767
	142,356	Exterran Holdings, Inc.		6,124,155
	115,130	Halliburton Co.		7,261,249
	166,680	RPC, Inc.		3,705,297
	231,545	Willbros Group, Inc.(b)		2,572,465
				33,072,537
		Oil & Gas Exploration & Production—44.0%
	113,060	Bonanza Creek Energy, Inc.(b)		5,496,977
	74,594	Carrizo Oil & Gas, Inc.(b)		4,104,162
	183,788	Chesapeake Energy Corp.		5,283,905
	127,810	Comstock Resources, Inc.		3,553,118
	88,008	ConocoPhillips		6,539,875
	100,750	Continental Resources, Inc.(b)		13,955,890
	83,244	Diamondback Energy, Inc.(b)		5,988,573
	61,636	EOG Resources, Inc.		6,040,328
	129,172	Gulfport Energy Corp.(b)		9,516,101
	574,308	Magnum Hunter Resources Corp.(b)		4,881,618
	196,067	Matador Resources Co.(b)		5,631,044
	115,800	PDC Energy, Inc.(b)		7,372,986
	384,181	Penn Virginia Corp.(b)		6,392,772
	129,058	Whiting Petroleum Corp.(b)		9,514,156
				94,271,505
		Oil & Gas Refining & Marketing—15.5%
	92,900	Marathon Petroleum Corp.		8,635,055
	86,396	Phillips 66		7,189,875
	141,365	Valero Energy Corp.		8,081,837
	212,089	Western Refining, Inc.		9,225,872
				33,132,639
		Oil & Gas Storage & Transportation—15.4%
	255,943	Cheniere Energy, Inc.(b)		14,447,982
	68,826	SemGroup Corp., Class A		4,396,605
	52,837	Targa Resources Corp.		5,705,868
	202,067	Williams Cos., Inc. (The)		8,521,165
				33,071,620
		Specialty Chemicals—1.9%
	148,804	Flotek Industries, Inc.(b)		4,168,000
		Total Common Stocks (Cost $190,736,594)		214,498,582

Number of Shares			Value
		Money Market Fund—0.1%
	62,040	Invesco Premier Portfolio—Institutional Class(c) (Cost $62,040)	$	62,040
		Total Investments (Cost $190,798,634)—100.1%		214,560,622
		Other assets less liabilities—(0.1)%		(119,879	)
		Net Assets—100.0%	$	214,440,743

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

37

Schedule of Investments^(a)

PowerShares DWA Financial Momentum Portfolio (PFI)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.0%
		Asset Management & Custody Banks—12.5%
	5,972	Affiliated Managers Group, Inc.(b)	$	1,183,651
	11,845	Ameriprise Financial, Inc.		1,322,257
	37,385	Invesco Ltd.(c)		1,316,326
	10,107	Waddell & Reed Financial, Inc., Class A		681,717
				4,503,951
		Consumer Finance—9.8%
	9,899	American Express Co.		865,470
	3,741	Credit Acceptance Corp.(b)		492,016
	20,667	Discover Financial Services		1,155,285
	40,030	SLM Corp.		1,030,773
				3,543,544
		Data Processing & Outsourced Services—11.8%
	15,810	Broadridge Financial Solutions, Inc.		606,156
	27,317	MasterCard, Inc., Class A		2,009,165
	28,745	Total System Services, Inc.		913,229
	3,584	Visa, Inc., Class A		726,154
				4,254,704
		Diversified Banks—2.6%
	18,978	Wells Fargo & Co.		942,068
		Diversified Capital Markets—1.4%
	15,279	HFF, Inc., Class A		519,486
		Hotel & Resort REITs—3.2%
	35,883	FelCor Lodging Trust, Inc. REIT		331,200
	76,018	Strategic Hotels & Resorts, Inc. REIT(b)		820,234
				1,151,434
		Internet Software & Services—0.9%
	8,887	Envestnet, Inc.(b)		327,486
		Investment Banking & Brokerage—2.0%
	32,204	E*TRADE Financial Corp.(b)		722,980
		Life & Health Insurance—8.6%
	48,362	CNO Financial Group, Inc.		834,245
	18,629	Principal Financial Group, Inc.		872,582
	14,155	Protective Life Corp.		724,028
	8,746	Torchmark Corp.		697,056
				3,127,911
		Mortgage REITs—3.3%
	74,189	NorthStar Realty Finance Corp. REIT		1,188,508
		Multi-line Insurance—5.8%
	50,728	Genworth Financial, Inc., Class A(b)		905,495
	17,729	HCC Insurance Holdings, Inc.		814,470
	12,763	Horace Mann Educators Corp.		383,783
				2,103,748
		Property & Casualty Insurance—4.4%
	17,666	Allstate Corp. (The)		1,006,079
	12,792	Hilltop Holdings, Inc.(b)		285,773
	9,923	Stewart Information Services Corp.		302,652
				1,594,504
		Real Estate Development—1.4%
	3,590	Howard Hughes Corp. (The)(b)		512,508

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Regional Banks—20.8%
	6,186	Bank of the Ozarks, Inc.	$	370,541
	8,111	Banner Corp.		320,709
	21,892	Boston Private Financial Holdings, Inc.		273,869
	12,307	Cathay General Bancorp		290,445
	19,605	East West Bancorp, Inc.		676,569
	84,839	Fifth Third Bancorp		1,748,532
	14,108	Hanmi Financial Corp.		300,077
	10,699	Investors Bancorp, Inc.		285,984
	9,321	Pinnacle Financial Partners, Inc.		322,227
	15,127	PrivateBancorp, Inc.		417,051
	4,475	Signature Bank(b)		531,720
	4,650	SVB Financial Group(b)		496,108
	8,748	Texas Capital Bancshares, Inc.(b)		491,550
	15,406	United Community Banks, Inc.(b)		248,807
	10,551	ViewPoint Financial Group, Inc.		275,065
	20,175	Western Alliance Bancorp(b)		465,437
				7,514,691
		Specialized Finance—2.1%
	14,185	MarketAxess Holdings, Inc.		764,288
		Thrifts & Mortgage Finance—9.4%
	15,454	Flagstar Bancorp, Inc.(b)		271,990
	218,092	MGIC Investment Corp.(b)		1,875,591
	88,878	Radian Group, Inc.		1,242,515
				3,390,096
		Total Common Stocks and Other Equity Interests (Cost $36,050,565)		36,161,907
		Money Market Fund—0.1%
	52,064	Invesco Premier Portfolio—Institutional Class(d) (Cost $52,064)		52,064
		Total Investments (Cost $36,102,629)—100.1%		36,213,971
		Other assets less liabilities—(0.1)%		(46,911	)
		Net Assets—100.0%	$	36,167,060

Investment Abbreviations:

REIT—Real Estate Investment Trust

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  Affiliated company. The Fund’s Adviser is a wholly-owned subsidiary of Invesco Ltd. and therefore, Invesco Ltd. is considered to be affiliated. See Note 4.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

38

Schedule of Investments^(a)

PowerShares DWA Healthcare Momentum Portfolio (PTH)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Auto Parts & Equipment—0.9%
	26,919	Gentherm, Inc.(b)	$	978,506
		Biotechnology—44.5%
	251,661	ACADIA Pharmaceuticals, Inc.(b)		5,065,936
	38,396	Alexion Pharmaceuticals, Inc.(b)		6,074,247
	66,214	Alkermes PLC(b)		3,063,060
	68,949	Anacor Pharmaceuticals, Inc.(b)		1,135,590
	10,937	Biogen Idec, Inc.(b)		3,140,231
	258,413	Chelsea Therapeutics International Ltd.(b)		1,261,055
	32,076	Cubist Pharmaceuticals, Inc.(b)		2,247,245
	125,423	Dyax Corp.(b)		829,046
	23,171	Enanta Pharmaceuticals, Inc.(b)		862,193
	31,893	Gilead Sciences, Inc.(b)		2,503,282
	51,513	Incyte Corp. Ltd.(b)		2,501,471
	31,209	Insys Therapeutics, Inc.(b)		1,281,442
	4,798	Intercept Pharmaceuticals, Inc.(b)		1,267,248
	147,301	Keryx Biopharmaceuticals, Inc.(b)		2,175,636
	29,368	Ligand Pharmaceuticals, Inc.(b)		1,855,177
	18,563	Regeneron Pharmaceuticals, Inc.(b)		5,511,169
	79,701	Repligen Corp.(b)		1,263,261
	122,903	Sangamo BioSciences, Inc.(b)		1,700,977
	35,986	Seattle Genetics, Inc.(b)		1,384,741
	102,865	Vanda Pharmaceuticals, Inc.(b)		1,432,909
	232,703	ZIOPHARM Oncology, Inc.(b)		837,731
				47,393,647
		Health Care Equipment—14.6%
	24,644	C.R. Bard, Inc.		3,384,360
	32,421	Cardiovascular Systems, Inc.(b)		932,104
	29,135	Cyberonics, Inc.(b)		1,723,627
	44,255	DexCom, Inc.(b)		1,435,632
	37,770	IDEXX Laboratories, Inc.(b)		4,775,639
	50,802	Insulet Corp.(b)		1,911,679
	139,297	Rockwell Medical, Inc.(b)		1,415,258
				15,578,299
		Health Care Facilities—0.9%
	38,125	Kindred Healthcare, Inc.		956,937
		Health Care Services—2.1%
	39,969	Air Methods Corp.(b)		2,225,074
		Health Care Supplies—9.5%
	40,350	Align Technology, Inc.(b)		2,033,236
	27,308	Anika Therapeutics, Inc.(b)		1,167,144
	30,734	Cooper Cos., Inc. (The)		4,054,122
	41,339	Spectranetics Corp.(b)		878,867
	46,612	West Pharmaceutical Services, Inc.		2,022,029
				10,155,398
		Life Sciences Tools & Services—3.6%
	22,806	Fluidigm Corp.(b)		856,593
	21,692	Illumina, Inc.(b)		2,946,858
				3,803,451
		Managed Health Care—4.0%
	20,748	Humana, Inc.		2,277,093
	26,146	UnitedHealth Group, Inc.		1,961,996
				4,239,089

Number of Shares			Value
		Common Stocks (continued)
		Pharmaceuticals—19.9%
	106,372	AcelRX Pharmaceuticals, Inc.(b)	$	1,150,945
	21,790	Actavis PLC(b)		4,452,351
	17,131	Allergan, Inc.		2,841,005
	67,906	Depomed, Inc.(b)		951,363
	31,155	Endo International PLC(b)		1,961,051
	101,026	Horizon Pharma, Inc.(b)		1,432,549
	17,105	Jazz Pharmaceuticals PLC(b)		2,307,464
	41,311	Lannett Co., Inc.(b)		1,426,469
	33,049	Pacira Pharmaceuticals, Inc.(b)		2,263,526
	22,637	Salix Pharmaceuticals Ltd.(b)		2,490,070
				21,276,793
		Total Common Stocks (Cost $111,109,143)		106,607,194
		Money Market Fund—0.1%
	57,960	Invesco Premier Portfolio—Institutional Class(c) (Cost $57,960)		57,960
		Total Investments (Cost $111,167,103)—100.1%		106,665,154
		Other assets less liabilities—(0.1)%		(104,722	)
		Net Assets—100.0%	$	106,560,432

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

39

Schedule of Investments^(a)

PowerShares DWA Industrials Momentum Portfolio (PRN)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Aerospace & Defense—20.5%
	77,068	B/E Aerospace, Inc.(b)	$	6,764,258
	95,389	GenCorp, Inc.(b)		1,675,031
	70,258	HEICO Corp.		3,886,673
	42,935	Lockheed Martin Corp.		7,047,351
	39,735	Northrop Grumman Corp.		4,828,200
	33,493	Precision Castparts Corp.		8,476,743
	135,672	Taser International, Inc.(b)		2,191,103
				34,869,359
		Building Products—4.3%
	43,324	A.O. Smith Corp.		2,025,830
	146,623	PGT, Inc.(b)		1,458,899
	127,248	USG Corp.(b)		3,799,625
				7,284,354
		Commercial Printing—1.5%
	45,538	Deluxe Corp.		2,502,313
		Construction & Engineering—3.0%
	46,885	Chicago Bridge & Iron Co. NV		3,754,082
	47,040	Primoris Services Corp.		1,316,179
				5,070,261
		Construction Machinery & Heavy Trucks—6.4%
	26,586	American Railcar Industries, Inc.		1,846,132
	30,634	Cummins, Inc.		4,621,139
	140,182	Manitowoc Co., Inc. (The)		4,454,984
				10,922,255
		Construction Materials—2.2%
	293,493	Headwaters, Inc.(b)		3,662,793
		Data Processing & Outsourced Services—8.5%
	15,776	Alliance Data Systems Corp.(b)		3,816,214
	37,834	FleetCor Technologies, Inc.(b)		4,317,995
	75,267	MAXIMUS, Inc.		3,204,116
	31,769	WEX, Inc.(b)		3,048,871
				14,387,196
		Electrical Components & Equipment—6.3%
	57,872	Eaton Corp. PLC		4,203,822
	109,257	Generac Holdings, Inc.		6,433,052
				10,636,874
		Electronic Components—0.8%
	15,948	Littelfuse, Inc.		1,444,091
		Electronic Equipment & Instruments—2.2%
	60,987	Cognex Corp.(b)		2,099,782
	20,772	FEI Co.		1,651,790
				3,751,572
		Heavy Electrical Equipment—0.9%
	67,643	PowerSecure International, Inc.(b)		1,503,704
		Human Resource & Employment Services—2.6%
	57,499	On Assignment, Inc.(b)		2,012,465
	56,048	WageWorks, Inc.(b)		2,374,754
				4,387,219
		Industrial Machinery—8.8%
	40,637	Altra Industrial Motion Corp.		1,388,160
	45,937	Colfax Corp.(b)		3,306,545

Number of Shares			Value
		Common Stocks (continued)
		Industrial Machinery (continued)
	36,772	IDEX Corp.	$	2,742,088
	189,554	Mueller Water Products, Inc., Class A		1,728,732
	77,019	Pentair Ltd.		5,721,742
				14,887,267
		Internet Software & Services—1.3%
	13,807	CoStar Group, Inc.(b)		2,221,408
		Marine—2.4%
	39,974	Kirby Corp.(b)		4,022,184
		Paper Packaging—4.6%
	365,671	Graphic Packaging Holding Co.(b)		3,751,784
	61,438	Packaging Corp. of America		4,093,614
				7,845,398
		Railroads—4.4%
	39,143	Union Pacific Corp.		7,454,002
		Research & Consulting Services—1.2%
	35,827	Advisory Board Co. (The)(b)		2,051,454
		Semiconductor Equipment—2.0%
	208,884	GT Advanced Technologies, Inc.(b)		3,469,563
		Semiconductors—4.7%
	236,603	SunPower Corp. (France)(b)		7,907,272
		Specialty Chemicals—4.8%
	40,954	Sherwin-Williams Co. (The)		8,184,247
		Trading Companies & Distributors—0.9%
	40,426	H&E Equipment Services, Inc.(b)		1,558,422
		Trucking—5.7%
	75,445	ArcBest Corp.(b)		2,974,042
	51,123	Old Dominion Freight Line, Inc.(b)		3,099,588
	40,259	Saia, Inc.(b)		1,657,463
	85,605	YRC Worldwide, Inc.(b)		1,920,120
				9,651,213
		Total Common Stocks (Cost $172,013,580)		169,674,421
		Money Market Fund—0.1%
	76,562	Invesco Premier Portfolio—Institutional Class(c) (Cost $76,562)		76,562
		Total Investments (Cost $172,090,142)—100.1%		169,750,983
		Other assets less liabilities—(0.1)%		(128,753	)
		Net Assets—100.0%	$	169,622,230

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

40

Schedule of Investments^(a)

PowerShares DWA Technology Momentum Portfolio (PTF)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Alternative Carriers—1.1%
	42,206	Inteliquent, Inc.	$	575,690
		Application Software—19.5%
	13,830	ACI Worldwide, Inc.(b)		790,384
	20,547	Aspen Technology, Inc.(b)		883,316
	38,785	Ellie Mae, Inc.(b)		945,966
	14,133	Guidewire Software, Inc.(b)		533,662
	8,721	Interactive Intelligence Group, Inc.(b)		545,673
	36,026	Intuit, Inc.		2,728,970
	33,135	Manhattan Associates, Inc.(b)		1,044,747
	16,359	Monotype Imaging Holdings, Inc.		432,041
	12,617	Netscout Systems, Inc.(b)		491,558
	16,991	Splunk, Inc.(b)		927,199
	9,373	Ultimate Software Group, Inc. (The)(b)		1,121,292
				10,444,808
		Cable & Satellite—1.3%
	9,525	Loral Space & Communications, Inc.(b)		685,705
		Communications Equipment—3.0%
	23,410	CalAmp Corp.(b)		415,527
	31,193	Ubiquiti Networks, Inc.(b)		1,208,105
				1,623,632
		Construction & Engineering—0.9%
	16,837	Tutor Perini Corp.(b)		498,375
		Data Processing & Outsourced Services—1.3%
	12,893	Jack Henry & Associates, Inc.		711,178
		Electronic Components—7.9%
	35,181	Amphenol Corp., Class A		3,354,508
	12,158	Belden, Inc.		897,382
				4,251,890
		Electronic Manufacturing Services—1.0%
	36,869	Maxwell Technologies, Inc.(b)		555,247
		Health Care Technology—7.6%
	12,951	athenahealth, Inc.(b)		1,601,261
	31,179	Cerner Corp.(b)		1,599,483
	23,638	Medidata Solutions, Inc.(b)		858,296
				4,059,040
		Internet Software & Services—6.7%
	17,332	Cornerstone OnDemand, Inc.(b)		637,124
	11,593	Demandware, Inc.(b)		575,361
	25,169	Facebook, Inc., Class A(b)		1,504,603
	27,676	Web.com Group, Inc.(b)		849,930
				3,567,018
		IT Consulting & Other Services—3.1%
	24,259	Cognizant Technology Solutions Corp., Class A(b)		1,162,128
	14,559	Virtusa Corp.(b)		480,010
				1,642,138
		Semiconductor Equipment—5.6%
	155,755	SunEdison, Inc.(b)		2,995,169
		Semiconductors—16.8%
	29,047	First Solar, Inc.(b)		1,960,382
	28,257	Freescale Semiconductor Ltd.(b)		620,806
	69,065	Micron Technology, Inc.(b)		1,803,978
	19,043	Monolithic Power Systems, Inc.(b)		706,495

Number of Shares			Value
		Common Stocks (continued)
		Semiconductors (continued)
	46,786	Skyworks Solutions, Inc.(b)	$	1,920,565
	18,917	Synaptics, Inc.(b)		1,175,692
	55,713	TriQuint Semiconductor, Inc.(b)		790,010
				8,977,928
		Systems Software—8.1%
	58,109	MICROS Systems, Inc.(b)		2,992,613
	12,659	NetSuite, Inc.(b)		978,667
	14,972	Proofpoint, Inc.(b)		380,888
				4,352,168
		Technology Hardware, Storage & Peripherals—11.5%
	2,530	Apple, Inc.		1,492,928
	33,845	Cray, Inc.(b)		971,690
	18,477	Electronics for Imaging, Inc.(b)		698,246
	34,854	Hewlett-Packard Co.		1,152,273
	15,054	Lexmark International, Inc., Class A		647,322
	13,703	Western Digital Corp.		1,207,645
				6,170,104
		Wireless Telecommunication Services—4.6%
	15,784	SBA Communications Corp., Class A(b)		1,416,772
	34,780	T-Mobile US, Inc.(b)		1,018,706
				2,435,478
		Total Common Stocks (Cost $56,484,635)		53,545,568
		Money Market Fund—0.1%
	54,022	Invesco Premier Portfolio—Institutional Class(c) (Cost $54,022)		54,022
		Total Investments (Cost $56,538,657)—100.1%		53,599,590
		Other assets less liabilities—(0.1)%		(74,377	)
		Net Assets—100.0%	$	53,525,213

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

41

Schedule of Investments^(a)

PowerShares DWA Utilities Momentum Portfolio (PUI)

April 30, 2014

Number of Shares			Value
		Common Stocks—100.0%
		Alternative Carriers—5.0%
	56,144	tw telecom, Inc.(b)	$	1,723,060
	97,743	Vonage Holdings Corp.(b)		375,333
				2,098,393
		Diversified Support Services—1.1%
	19,417	EnerNOC, Inc.(b)		458,241
		Electric Utilities—31.6%
	19,348	Cleco Corp.		1,016,737
	27,115	Duke Energy Corp.		2,019,796
	19,016	Hawaiian Electric Industries, Inc.		456,194
	10,175	IDACORP, Inc.		571,225
	25,063	ITC Holdings Corp.		926,579
	15,767	NextEra Energy, Inc.		1,574,335
	24,843	Northeast Utilities		1,174,080
	19,590	OGE Energy Corp.		731,295
	30,086	PNM Resources, Inc.		832,781
	33,115	Southern Co. (The)		1,517,660
	18,881	Westar Energy, Inc.		677,450
	51,206	Xcel Energy, Inc.		1,631,935
				13,130,067
		Gas Utilities—9.1%
	16,764	AGL Resources, Inc.		905,256
	16,916	Atmos Energy Corp.		863,393
	6,406	National Fuel Gas Co.		471,738
	27,615	Questar Corp.		670,492
	6,222	Southwest Gas Corp.		342,272
	11,441	UGI Corp.		534,180
				3,787,331
		Independent Power Producers & Energy Traders—2.0%
	36,378	Calpine Corp.(b)		834,148
		Integrated Telecommunication Services—3.3%
	16,290	Consolidated Communications Holdings, Inc.		324,497
	173,312	Frontier Communications Corp.		1,031,206
				1,355,703
		Multi-Utilities—32.1%
	11,186	Alliant Energy Corp.		654,157
	11,957	Black Hills Corp.		690,517
	59,970	CenterPoint Energy, Inc.		1,484,857
	43,196	CMS Energy Corp.		1,309,271
	19,115	Dominion Resources, Inc.		1,386,602
	15,703	DTE Energy Co.		1,227,033
	9,096	Integrys Energy Group, Inc.		557,403
	13,570	MDU Resources Group, Inc.		480,649
	10,586	NorthWestern Corp.		512,151
	11,446	SCANA Corp.		614,421
	20,940	Sempra Energy		2,064,893
	16,409	Vectren Corp.		665,713
	34,812	Wisconsin Energy Corp.		1,687,686
				13,335,353
		Oil & Gas Exploration & Production—3.0%
	11,273	EQT Corp.		1,228,644

Number of Shares			Value
		Common Stocks (continued)
		Oil & Gas Storage & Transportation—7.6%
	31,069	ONEOK, Inc.	$	1,964,182
	30,494	Spectra Energy Corp.		1,210,917
				3,175,099
		Water Utilities—5.2%
	28,223	American Water Works Co., Inc.		1,284,993
	24,397	Aqua America, Inc.		612,121
	12,192	California Water Service Group		274,320
				2,171,434
		Total Common Stocks (Cost $36,993,590)		41,574,413
		Money Market Fund—0.1%
	50,837	Invesco Premier Portfolio—Institutional Class(c) (Cost $50,837)		50,837
		Total Investments (Cost $37,044,427)—100.1%		41,625,250
		Other assets less liabilities—(0.1)%		(24,037	)
		Net Assets—100.0%	$	41,601,213

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  Non-income producing security.

^(c)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

42

Schedule of Investments^(a)

PowerShares NASDAQ Internet Portfolio (PNQI)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests—100.1%
		Alternative Carriers—0.4%
	36,538	Cogent Communications Group, Inc.	$	1,259,465
		Application Software—1.8%
	37,846	NQ Mobile, Inc. ADR (China)(b)(c)		467,776
	93,690	Open Text Corp. (Canada)		4,622,665
	6,216	Sungy Mobile Ltd. ADR (China)(b)(c)		101,694
				5,192,135
		Casinos & Gaming—0.1%
	5,128	500.com Ltd., Class A ADR (China)(b)(c)		162,558
		Internet Retail—30.1%
	75,687	Amazon.com, Inc.(c)		23,018,687
	9,855	Blue Nile, Inc.(c)		342,264
	112,662	Ctrip.com International Ltd. ADR (China)(c)		5,265,822
	89,998	Expedia, Inc.		6,388,958
	525,251	Groupon, Inc.(c)		3,671,505
	71,318	HomeAway, Inc.(c)		2,326,393
	30,737	Netflix, Inc.(c)		9,898,544
	22,151	Nutrisystem, Inc.		332,265
	83,642	Orbitz Worldwide, Inc.(c)		614,769
	18,487	Overstock.com, Inc.(c)		296,162
	15,579	PetMed Express, Inc.(b)		203,929
	20,319	Priceline Group, Inc. (The)(c)		23,524,322
	9,860	Qunar Cayman Islands Ltd. ADR (China)(b)(c)		243,542
	38,352	RetailMeNot, Inc.(c)		1,143,273
	29,510	Shutterfly, Inc.(c)		1,207,844
	99,852	TripAdvisor, Inc.(c)		8,062,050
	25,972	Vitacost.com, Inc.(c)		173,233
	10,202	zulily, Inc., Class A(b)(c)		433,789
				87,147,351
		Internet Software & Services—67.5%
	33,937	21Vianet Group, Inc. ADR (China)(c)		815,167
	138,086	Akamai Technologies, Inc.(c)		7,328,224
	45,163	Angie’s List, Inc.(b)(c)		510,794
	61,329	AOL, Inc.(c)		2,625,494
	80,162	Baidu, Inc. ADR (China)(c)		12,332,924
	79,345	Bankrate, Inc. (United Kingdom)(c)		1,390,124
	58,530	Bazaarvoice, Inc.(b)(c)		393,322
	18,879	Benefitfocus, Inc.(b)(c)		611,680
	32,568	Blucora, Inc.(c)		626,934
	24,303	Brightcove, Inc.(c)		209,492
	20,415	Carbonite, Inc.(c)		201,904
	11,054	ChinaCache International Holdings Ltd. ADR (China)(c)		152,545
	26,668	comScore, Inc.(c)		835,508
	23,659	Constant Contact, Inc.(c)		611,822
	51,526	Conversant, Inc.(c)		1,259,295
	40,759	Cornerstone OnDemand, Inc.(c)		1,498,301
	22,255	CoStar Group, Inc.(c)		3,580,607
	7,181	Criteo SA ADR (France)(c)		229,648
	34,083	Dealertrack Technologies, Inc.(c)		1,557,252
	27,249	Demandware, Inc.(c)		1,352,368
	41,805	Dice Holdings, Inc.(c)		319,808
	25,529	Digital River, Inc.(c)		390,338
	22,164	E2open, Inc.(b)(c)		382,772
	78,898	EarthLink Holdings Corp.		269,042

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Internet Software & Services (continued)
	466,323	eBay, Inc.(c)	$	24,169,521
	19,605	eGain Corp.(c)		128,217
	99,643	Endurance International Group Holdings, Inc.(b)(c)		1,260,484
	38,124	Equinix, Inc.(b)(c)		7,160,068
	400,287	Facebook, Inc., Class A(c)		23,929,157
	57,830	Global Eagle Entertainment, Inc.(c)		637,865
	64,916	Gogo, Inc.(b)(c)		877,664
	22,535	Google, Inc., Class A(c)		12,053,521
	22,548	Google, Inc., Class C(c)		11,875,130
	58,969	IAC/InterActiveCorp.		3,908,465
	41,759	Internap Network Services Corp.(c)		280,620
	35,921	j2 Global, Inc.		1,665,298
	24,923	Liquidity Services, Inc.(b)(c)		429,922
	41,790	LivePerson, Inc.(c)		413,721
	18,692	LogMeIn, Inc.(c)		849,551
	28,027	Marchex, Inc., Class B		259,250
	25,468	Marin Software, Inc.(b)(c)		238,890
	30,298	Marketo, Inc.(c)		822,288
	34,026	MercadoLibre, Inc. (Argentina)(b)		3,173,605
	74,188	Monster Worldwide, Inc.(c)		511,155
	30,325	Move, Inc.(c)		324,174
	56,930	NetEase, Inc. ADR (China)		3,876,364
	50,194	NIC, Inc.		920,558
	18,102	OpenTable, Inc.(c)		1,215,730
	152,308	Pandora Media, Inc.(c)		3,567,053
	25,496	Perficient, Inc.(c)		465,812
	51,911	Perion Network Ltd. (Israel)(b)(c)		561,158
	68,961	Qihoo 360 Technology Co. Ltd. ADR (China)(b)(c)		5,818,929
	33,568	QuinStreet, Inc.(c)		204,765
	107,854	Rackspace Hosting, Inc.(c)		3,129,923
	27,051	Rocket Fuel, Inc.(b)(c)		867,526
	20,693	SciQuest, Inc.(c)		496,218
	27,068	Shutterstock, Inc.(c)		1,962,701
	51,442	SINA Corp. (China)(c)		2,458,928
	29,637	Sohu.com, Inc. (China)(c)		1,635,073
	12,430	Stamps.com, Inc.(c)		431,445
	11,572	Travelzoo, Inc.(c)		207,602
	28,790	Trulia, Inc.(b)(c)		978,860
	103,116	Verisign, Inc.(c)		4,865,013
	25,643	Vistaprint NV(b)(c)		1,012,129
	16,314	Vocus, Inc.(c)		293,326
	39,625	Web.com Group, Inc.(c)		1,216,884
	31,101	WebMD Health Corp.(b)(c)		1,371,243
	28,748	Wix.com Ltd. (Israel)(b)(c)		589,047
	29,075	Xoom Corp.(c)		648,663
	354,386	Yahoo!, Inc.(c)		12,740,177
	193,424	Yandex NV, Class A (Russia)(c)		5,125,736
	24,648	YuMe, Inc.(b)(c)		164,895
	24,066	YY, Inc. ADR (China)(b)(c)		1,380,426
	25,479	Zillow, Inc., Class A(b)(c)		2,769,567
	48,184	Zix Corp.(c)		158,044
				195,587,726
		Systems Software—0.1%
	28,931	Covisint Corp.(b)(c)		204,253

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

43

PowerShares NASDAQ Internet Portfolio (PNQI) (continued)

April 30, 2014

Number of Shares			Value
		Common Stocks and Other Equity Interests (continued)
		Wireless Telecommunication Services—0.1%
	27,192	Boingo Wireless, Inc.(c)	$	179,467
		Total Common Stocks and Other Equity Interests (Cost $301,358,495)		289,732,955
		Money Market Fund—0.0%
	41,421	Invesco Premier Portfolio—Institutional Class(d) (Cost $41,421)		41,421
		Total Investments (excluding investments purchased with cash collateral from securities on loan) (Cost $301,399,916)—100.1%		289,774,376
		Investments Purchased with Cash Collateral from Securities on Loan
		Money Market Fund—6.5%
	18,863,761	Invesco Liquid Assets Portfolio—Institutional Class(d)(e) (Cost $18,863,761)		18,863,761
		Total Investments (Cost $320,263,677)—106.6%		308,638,137
		Other assets less liabilities—(6.6)%		(19,010,460	)
		Net Assets—100.0%	$	289,627,677

Investment Abbreviations:

ADR—American Depositary Receipt

Notes to Schedule of Investments:

^(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

^(b)  All or a portion of this security was out on loan at April 30, 2014.

^(c)  Non-income producing security.

^(d)  The security and the Fund are advised by wholly-owned subsidiaries of Invesco Ltd. and are therefore considered to be affiliated.

^(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 2G. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of April 30, 2014.

Counterparty	Gross Amount of Securities on Loan at Value		Cash Collateral Received for Securities Loaned*			Net Amount
Brown Brothers Harriman & Co.	$	18,364,682	$	(18,364,682	)	$	—

* Amount does not include excess collateral received, if any.

This Fund has holdings greater than 10% of net assets in the following country:

China 12.0%

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

44

(This Page Intentionally Left Blank)

Statements of Assets and Liabilities

April 30, 2014

	PowerShares DWA Basic Materials Momentum Portfolio (PYZ)			PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ)			PowerShares DWA Consumer Staples Momentum Portfolio (PSL)			PowerShares DWA Energy Momentum Portfolio (PXI)
Assets:
Unaffiliated investments, at value(a)	$	94,180,511		$	45,768,711		$	38,753,850		$	214,498,582
Affiliated investments, at value		841,105			41,864			44,526			62,040
Total investments, at value		95,021,616			45,810,575			38,798,376			214,560,622
Receivables:
Shares sold		2,572,088			—			—			2,978,994
Dividends		39,690			8,341			8,219			53,596
Security lending		2,746			—			—			—
Investments sold		—			—			—			—
Other assets		3,333			3,333			3,333			3,333
Total Assets		97,639,473			45,822,249			38,809,928			217,596,545
Liabilities:
Payables:
Investments purchased		2,572,313			—			—			2,977,528
Shares repurchased		—			—			—			—
Collateral upon return of securities loaned		771,062			—			—			—
Accrued advisory fees		29,638			5,933			8,812			71,714
Accrued trustees’ and officer’s fees		13,018			11,163			12,020			14,786
Accrued expenses		63,414			51,510			50,679			91,774
Total Liabilities		3,449,445			68,606			71,511			3,155,802
Net Assets	$	94,190,028		$	45,753,643		$	38,738,417		$	214,440,743
Net Assets Consist of:
Shares of beneficial interest	$	105,975,482		$	56,629,677		$	46,835,742		$	212,316,639
Undistributed net investment income (loss)		241,490			(39	)		168,991			496,931
Undistributed net realized gain (loss)		(18,671,341	)		(9,457,155	)		(7,872,180	)		(22,134,815	)
Net unrealized appreciation (depreciation)		6,644,397			(1,418,840	)		(394,136	)		23,761,988
Net Assets	$	94,190,028		$	45,753,643		$	38,738,417		$	214,440,743
Shares outstanding (unlimited amount authorized, $0.01 par value)		1,800,000			1,150,000			900,000			3,550,000
Net asset value	$	52.33		$	39.79		$	43.04		$	60.41
Market price	$	52.31		$	39.74		$	43.03		$	60.37
Unaffiliated investments, at cost	$	87,536,114		$	47,187,551		$	39,147,986		$	190,736,594
Affiliated investments, at cost	$	841,105		$	41,864		$	44,526		$	62,040
Total investments, at cost	$	88,377,219		$	47,229,415		$	39,192,512		$	190,798,634
(a) Includes securities on loan with an aggregate value of	$	706,459		$	—		$	—		$	—

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

46

PowerShares DWA Financial Momentum Portfolio (PFI)			PowerShares DWA Healthcare Momentum Portfolio (PTH)			PowerShares DWA Industrials Momentum Portfolio (PRN)			PowerShares DWA Technology Momentum Portfolio (PTF)			PowerShares DWA Utilities Momentum Portfolio (PUI)			PowerShares NASDAQ Internet Portfolio (PNQI)
$	34,845,581		$	106,607,194		$	169,674,421		$	53,545,568		$	41,574,413		$	289,732,955
	1,368,390			57,960			76,562			54,022			50,837			18,905,182
	36,213,971			106,665,154			169,750,983			53,599,590			41,625,250			308,638,137
	—			—			4,565,416			—			—			—
	13,646			10,047			25,403			—			46,643			—
	—			—			—			—			—			16,141
	—			2,270,317			2,305,371			—			—			6,158,732
	3,333			3,333			3,333			3,334			3,333			—
	36,230,950			108,948,851			176,650,506			53,602,924			41,675,226			314,813,010
	—			—			4,563,183			—			—			—
	—			2,267,243			2,306,524			—			—			6,158,158
	—			—			—			—			—			18,863,761
	3,904			32,306			53,435			12,841			13,537			163,414
	11,216			14,352			13,248			12,019			12,320			—
	48,770			74,518			91,886			52,851			48,156			—
	63,890			2,388,419			7,028,276			77,711			74,013			25,185,333
$	36,167,060		$	106,560,432		$	169,622,230		$	53,525,213		$	41,601,213		$	289,627,677
$	46,284,107		$	160,155,997		$	208,736,454		$	86,071,152		$	51,984,848		$	310,437,072
	42,017			(155,606	)		76,762			(41,992	)		87,360			(459,490	)
	(10,270,406	)		(48,938,010	)		(36,851,827	)		(29,564,880	)		(15,051,818	)		(8,724,365	)
	111,342			(4,501,949	)		(2,339,159	)		(2,939,067	)		4,580,823			(11,625,540	)
$	36,167,060		$	106,560,432		$	169,622,230		$	53,525,213		$	41,601,213		$	289,627,677
	1,300,000			2,350,000			3,650,000			1,650,000			1,850,000			4,700,000
$	27.82		$	45.34		$	46.47		$	32.44		$	22.49		$	61.62
$	27.79		$	45.34		$	46.43		$	32.45		$	22.47		$	61.51
$	34,769,575		$	111,109,143		$	172,013,580		$	56,484,635		$	36,993,590		$	301,358,495
$	1,333,054		$	57,960		$	76,562		$	54,022		$	50,837		$	18,905,182
$	36,102,629		$	111,167,103		$	172,090,142		$	56,538,657		$	37,044,427		$	320,263,677
$	—		$	—		$	—		$	—		$	—		$	18,364,682

47

Statements of Operations

For the year ended April 30, 2014

	PowerShares DWA Basic Materials Momentum Portfolio (PYZ)			PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ)			PowerShares DWA Consumer Staples Momentum Portfolio (PSL)			PowerShares DWA Energy Momentum Portfolio (PXI)
Investment Income:
Unaffiliated dividend income	$	1,349,818		$	282,496		$	847,553		$	2,068,295
Affiliated dividend income		16			9			11			20
Securities lending income		12,287			—			—			—
Foreign withholding tax		—			—			—			(4,683	)
Total Income		1,362,121			282,505			847,564			2,063,632
Expenses:
Advisory fees		396,745			133,818			192,996			801,907
Sub-licensing		41,733			18,045			20,768			84,268
Accounting & administration fees		36,058			36,058			36,058			36,058
Professional fees		29,068			26,914			24,938			35,788
Trustees’ and officer’s fees		10,828			9,378			9,666			12,884
Custodian & transfer agent fees		4,573			2,688			4,554			4,155
Recapture (Note 3)		—			—			—			17,993
Other expenses		21,115			15,468			16,470			31,436
Total Expenses		540,120			242,369			305,450			1,024,489
Waivers		(32,876	)		(72,348	)		(58,726	)		(121	)
Net Expenses		507,244			170,021			246,724			1,024,368
Net Investment Income (Loss)		854,877			112,484			600,840			1,039,264
Realized and Unrealized Gain (Loss):
Net realized gain (loss) from:
Investment securities		4,161,937			797,648			4,264,167			5,874,990
In-kind redemptions		13,255,304			6,024,944			7,495,200			23,076,529
Net realized gain		17,417,241			6,822,592			11,759,367			28,951,519
Net change in unrealized appreciation (depreciation) on investment securities		(2,979,184	)		(4,467,963	)		(8,568,511	)		8,823,850
Net realized and unrealized gain		14,438,057			2,354,629			3,190,856			37,775,369
Net increase in net assets resulting from operations	$	15,292,934		$	2,467,113		$	3,791,696		$	38,814,633

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

48

PowerShares DWA Financial Momentum Portfolio (PFI)			PowerShares DWA Healthcare Momentum Portfolio (PTH)			PowerShares DWA Industrials Momentum Portfolio (PRN)			PowerShares DWA Technology Momentum Portfolio (PTF)			PowerShares DWA Utilities Momentum Portfolio (PUI)			PowerShares NASDAQ Internet Portfolio (PNQI)
$	480,004		$	533,699		$	1,061,683		$	287,400		$	1,148,960		$	308,365
	11			12			15			12			10			12
	—			—			—			—			—			76,964
	(107	)		—			(1,462	)		—			—			(5,843	)
	479,908			533,711			1,060,236			287,412			1,148,970			379,498
	130,542			414,888			499,876			186,145			195,279			1,250,636
	13,859			46,209			55,289			21,383			13,481			—
	36,058			36,058			36,058			36,058			36,058			—
	25,911			25,801			25,545			24,953			24,962			—
	9,265			10,757			10,759			9,552			9,687			—
	3,893			3,171			1,811			2,165			4,285			—
	—			—			—			—			—			—
	17,002			29,867			35,326			17,140			16,798			—
	236,530			566,751			664,664			297,396			300,550			1,250,636
	(69,932	)		(38,442	)		(30,676	)		(60,150	)		(53,886	)		(88	)
	166,598			528,309			633,988			237,246			246,664			1,250,548
	313,310			5,402			426,248			50,166			902,306			(871,050	)
	1,723,976			3,577,444			6,604,668			1,603,216			2,956,747			(5,120,834	)
	4,110,391			15,417,710			14,266,822			7,465,744			4,245,830			39,843,754
	5,834,367			18,995,154			20,871,490			9,068,960			7,202,577			34,722,920
	(2,648,471	)		(12,438,845	)		(7,691,104	)		(7,416,013	)		(2,181,700	)		(19,851,903	)
	3,185,896			6,556,309			13,180,386			1,652,947			5,020,877			14,871,017
$	3,499,206		$	6,561,711		$	13,606,634		$	1,703,113		$	5,923,183		$	13,999,967

49

Statements of Changes in Net Assets

For the years ended April 30, 2014 and 2013

	PowerShares DWA Basic Materials Momentum Portfolio (PYZ)						PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ)
	2014			2013			2014			2013
Operations:
Net investment income	$	854,877		$	1,045,060		$	112,484		$	356,766
Net realized gain		17,417,241			3,018,440			6,822,592			4,261,722
Net change in unrealized appreciation (depreciation)		(2,979,184	)		4,647,985			(4,467,963	)		174,934
Net increase in net assets resulting from operations		15,292,934			8,711,485			2,467,113			4,793,422
Distributions to Shareholders from:
Net investment income		(855,864	)		(1,050,895	)		(129,334	)		(332,955	)
Return of capital		—			—			—			—
Total distributions to shareholders		(855,864	)		(1,050,895	)		(129,334	)		(332,955	)
Shareholder Transactions:
Proceeds from shares sold		73,661,881			59,425,865			59,400,392			47,664,294
Value of shares repurchased		(74,162,058	)		(53,756,851	)		(39,917,618	)		(47,628,525	)
Net increase (decrease) in net assets resulting from shares transactions		(500,177	)		5,669,014			19,482,774			35,769
Increase (Decrease) in Net Assets		13,936,893			13,329,604			21,820,553			4,496,236
Net Assets:
Beginning of year		80,253,135			66,923,531			23,933,090			19,436,854
End of year	$	94,190,028		$	80,253,135		$	45,753,643		$	23,933,090
Undistributed net investment income (loss) at end of year	$	241,490		$	125,208		$	(39	)	$	20,309
Changes in Shares Outstanding:
Shares sold		1,550,000			1,500,000			1,500,000			1,600,000
Shares repurchased		(1,600,000	)		(1,400,000	)		(1,050,000	)		(1,550,000	)
Shares outstanding, beginning of year		1,850,000			1,750,000			700,000			650,000
Shares outstanding, end of year		1,800,000			1,850,000			1,150,000			700,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

50

PowerShares DWA Consumer Staples Momentum Portfolio (PSL)						PowerShares DWA Energy Momentum Portfolio (PXI)						PowerShares DWA Financial Momentum Portfolio (PFI)						PowerShares DWA Healthcare Momentum Portfolio (PTH)
2014			2013			2014			2013			2014			2013			2014			2013
$	600,840		$	719,200		$	1,039,264		$	1,346,417		$	313,310		$	310,737		$	5,402		$	582,499
	11,759,367			4,386,527			28,951,519			6,107,583			5,834,367			2,261,425			18,995,154			5,178,641
	(8,568,511	)		2,798,508			8,823,850			14,877,574			(2,648,471	)		1,179,820			(12,438,845	)		4,322,451
	3,791,696			7,904,235			38,814,633			22,331,574			3,499,206			3,751,982			6,561,711			10,083,591
	(519,961	)		(761,607	)		(942,939	)		(1,757,378	)		(327,300	)		(308,168	)		(245,316	)		(519,661	)
	—			—			—			—			—			—			—			—
	(519,961	)		(761,607	)		(942,939	)		(1,757,378	)		(327,300	)		(308,168	)		(245,316	)		(519,661	)
	40,671,117			16,887,134			211,564,193			95,321,127			41,859,075			22,746,892			129,950,062			68,466,346
	(42,912,351	)		(25,453,074	)		(172,910,991	)		(119,541,343	)		(29,193,899	)		(23,931,832	)		(89,776,750	)		(55,093,388	)
	(2,241,234	)		(8,565,940	)		38,653,202			(24,220,216	)		12,665,176			(1,184,940	)		40,173,312			13,372,958
	1,030,501			(1,423,312	)		76,524,896			(3,646,020	)		15,837,082			2,258,874			46,489,707			22,936,888
	37,707,916			39,131,228			137,915,847			141,561,867			20,329,978			18,071,104			60,070,725			37,133,837
$	38,738,417		$	37,707,916		$	214,440,743		$	137,915,847		$	36,167,060		$	20,329,978		$	106,560,432		$	60,070,725
$	168,991		$	88,112		$	496,931		$	17,629		$	42,017		$	61,037		$	(155,606	)	$	84,308
	950,000			500,000			3,950,000			2,200,000			1,550,000			1,100,000			2,850,000			2,050,000
	(1,000,000	)		(750,000	)		(3,250,000	)		(2,850,000	)		(1,100,000	)		(1,150,000	)		(2,050,000	)		(1,650,000	)
	950,000			1,200,000			2,850,000			3,500,000			850,000			900,000			1,550,000			1,150,000
	900,000			950,000			3,550,000			2,850,000			1,300,000			850,000			2,350,000			1,550,000

51

Statements of Changes in Net Assets (continued)

For the years ended April 30, 2014 and 2013

	PowerShares DWA Industrials Momentum Portfolio (PRN)						PowerShares DWA Technology Momentum Portfolio (PTF)
	2014			2013			2014			2013
Operations:
Net investment income (loss)	$	426,248		$	494,811		$	50,166		$	187,651
Net realized gain		20,871,490			2,227,742			9,068,960			1,922,360
Net change in unrealized appreciation (depreciation)		(7,691,104	)		4,044,778			(7,416,013	)		166,645
Net increase in net assets resulting from operations		13,606,634			6,767,331			1,703,113			2,276,656
Distributions to Shareholders from:
Net investment income		(341,196	)		(607,832	)		(65,769	)		(220,275	)
Return of capital		—			(39,658	)		—			—
Total distributions to shareholders		(341,196	)		(647,490	)		(65,769	)		(220,275	)
Shareholder Transactions:
Proceeds from shares sold		216,269,719			31,963,235			56,477,215			21,294,978
Value of shares repurchased		(98,486,362	)		(29,526,956	)		(36,642,270	)		(22,685,236	)
Net increase (decrease) in net assets resulting from shares transactions		117,783,357			2,436,279			19,834,945			(1,390,258	)
Increase (Decrease) in Net Assets		131,048,795			8,556,120			21,472,289			666,123
Net Assets:
Beginning of year		38,573,435			30,017,315			32,052,924			31,386,801
End of year	$	169,622,230		$	38,573,435		$	53,525,213		$	32,052,924
Undistributed net investment income (loss) at end of year	$	76,762		$	(8,290	)	$	(41,992	)	$	(27,274	)
Changes in Shares Outstanding:
Shares sold		4,800,000			1,000,000			1,700,000			800,000
Shares repurchased		(2,200,000	)		(950,000	)		(1,150,000	)		(850,000	)
Shares outstanding, beginning of year		1,050,000			1,000,000			1,100,000			1,150,000
Shares outstanding, end of year		3,650,000			1,050,000			1,650,000			1,100,000

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

52

PowerShares DWA Utilities Momentum Portfolio (PUI)						PowerShares NASDAQ Internet Portfolio (PNQI)
2014			2013			2014			2013
$	902,306		$	1,033,426		$	(871,050	)	$	(8,440	)
	7,202,577			866,472			34,722,920			5,214,400
	(2,181,700	)		6,101,677			(19,851,903	)		243,934
	5,923,183			8,001,575			13,999,967			5,449,894
	(929,718	)		(1,054,339	)		—			(27,038	)
	—			—			—			—
	(929,718	)		(1,054,339	)		—			(27,038	)
	16,775,859			15,274,609			317,679,346			26,166,289
	(22,772,053	)		(23,011,381	)		(106,576,777	)		(30,742,175	)
	(5,996,194	)		(7,736,772	)		211,102,569			(4,575,886	)
	(1,002,729	)		(789,536	)		225,102,536			846,970
	42,603,942			43,393,478			64,525,141			63,678,171
$	41,601,213		$	42,603,942		$	289,627,677		$	64,525,141
$	87,360		$	114,772		$	(459,490	)	$	(45,192	)
	850,000			900,000			4,950,000			600,000
	(1,150,000	)		(1,350,000	)		(1,650,000	)		(750,000	)
	2,150,000			2,600,000			1,400,000			1,550,000
	1,850,000			2,150,000			4,700,000			1,400,000

53

Financial Highlights

PowerShares DWA Basic Materials Momentum Portfolio (PYZ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	43.38		$	38.24		$	40.66		$	31.30		$	20.14
Net investment income(a)		0.51			0.63			0.47			0.86	(b)		0.28
Net realized and unrealized gain (loss) on investments		8.95			5.16			(2.46	)		9.34			11.20
Total from investment operations		9.46			5.79			(1.99	)		10.20			11.48
Distributions to shareholders from:
Net investment income		(0.51	)		(0.65	)		(0.43	)		(0.84	)		(0.32	)
Net asset value at end of year	$	52.33		$	43.38		$	38.24		$	40.66		$	31.30
Market price at end of year(c)	$	52.31		$	43.29		$	38.20		$	40.67		$	31.34
Net Asset Value Total Return(d)		21.97	%		15.37	%		(4.76	)%		33.12	%		57.46	%
Market Price Total Return(d)		22.18	%		15.26	%		(4.88	)%		32.98	%		57.59	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	94,190		$	80,253		$	66,924		$	97,591		$	48,517
Ratio to average net assets of:
Expenses, after Waivers		0.64	%		0.65	%		0.65	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.68	%		0.72	%		0.76	%		0.79	%		0.91	%
Net investment income, after Waivers		1.08	%		1.59	%		1.33	%		2.56	%(b)		1.05	%
Portfolio turnover rate(e)		158	%		63	%		78	%		28	%		46	%

PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	34.19		$	29.90		$	27.54		$	23.72		$	17.07
Net investment income(a)		0.17			0.39			0.18			0.20			0.06
Net realized and unrealized gain on investments		5.63			4.24			2.37			3.79			6.65
Total from investment operations		5.80			4.63			2.55			3.99			6.71
Distributions to shareholders from:
Net investment income		(0.20	)		(0.34	)		(0.19	)		(0.17	)		(0.06	)
Net asset value at end of year	$	39.79		$	34.19		$	29.90		$	27.54		$	23.72
Market price at end of year(c)	$	39.74		$	34.16		$	29.89		$	27.53		$	23.74
Net Asset Value Total Return(d)		16.97	%		15.67	%		9.41	%		16.91	%		39.37	%
Market Price Total Return(d)		16.93	%		15.60	%		9.41	%		16.77	%		39.49	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	45,754		$	23,933		$	19,437		$	20,657		$	21,345
Ratio to average net assets of:
Expenses, after Waivers		0.64	%		0.65	%		0.65	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.91	%		0.93	%		1.19	%		1.24	%		1.32	%
Net investment income, after Waivers		0.42	%		1.29	%		0.69	%		0.86	%		0.31	%
Portfolio turnover rate(e)		236	%		130	%		88	%		68	%		86	%

^(a)  Based on average shares outstanding.

^(b)  Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $1.65 per share owned of Weyerhaeuser Co. on July 20, 2010. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.26 and 0.78%, respectively.

^(c)  The mean between the last bid and ask prices.

^(d)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions. For the fiscal year ended April 30, 2014, the portfolio turnover calculation for PowerShares DWA Basic Materials Momentum Portfolio and PowerShares DWA Consumer Cyclicals Momentum Portfolio includes the value of securities purchased and sold in the effort to realign the Funds’ portfolio holdings due to the underlying index change.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

54

Financial Highlights (continued)

PowerShares DWA Consumer Staples Momentum Portfolio (PSL)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	39.69		$	32.61		$	31.36		$	26.74		$	20.81
Net investment income(a)		0.66			0.66			0.48			0.52			0.36
Net realized and unrealized gain on investments		3.26			7.13			1.22			4.61			5.99
Total from investment operations		3.92			7.79			1.70			5.13			6.35
Distributions to shareholders from:
Net investment income		(0.57	)		(0.71	)		(0.45	)		(0.51	)		(0.42	)
Net asset value at end of year	$	43.04		$	39.69		$	32.61		$	31.36		$	26.74
Market price at end of year(b)	$	43.03		$	39.67		$	32.60		$	31.37		$	26.74
Net Asset Value Total Return(c)		9.93	%		24.29	%		5.53	%		19.46	%		30.87	%
Market Price Total Return(c)		9.97	%		24.27	%		5.47	%		19.50	%		30.99	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	38,738		$	37,708		$	39,131		$	40,772		$	38,772
Ratio to average net assets of:
Expenses, after Waivers		0.64	%		0.65	%		0.65	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.79	%		0.82	%		0.89	%		0.94	%		0.87	%
Net investment income, after Waivers		1.56	%		1.94	%		1.54	%		1.91	%		1.50	%
Portfolio turnover rate(d)		175	%		57	%		35	%		54	%		67	%

PowerShares DWA Energy Momentum Portfolio (PXI)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	48.39		$	40.45		$	44.63		$	29.75		$	19.91
Net investment income(a)		0.34			0.47			0.21			0.32			0.20
Net realized and unrealized gain (loss) on investments		12.01			8.13			(4.15	)		14.77			9.87
Total from investment operations		12.35			8.60			(3.94	)		15.09			10.07
Distributions to shareholders from:
Net investment income		(0.33	)		(0.66	)		(0.24	)		(0.21	)		(0.23	)
Net asset value at end of year	$	60.41		$	48.39		$	40.45		$	44.63		$	29.75
Market price at end of year(b)	$	60.37		$	48.36		$	40.47		$	44.65		$	29.75
Net Asset Value Total Return(c)		25.66	%		21.48	%		(8.79	)%		51.01	%		50.81	%
Market Price Total Return(c)		25.66	%		21.35	%		(8.78	)%		51.07	%		50.73	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	214,441		$	137,916		$	141,562		$	191,903		$	38,671
Ratio to average net assets of:
Expenses, after Waivers		0.64	%		0.66	%		0.65	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.64	%		0.69	%		0.66	%		0.74	%		0.93	%
Net investment income, after Waivers		0.65	%		1.10	%		0.54	%		0.90	%		0.79	%
Portfolio turnover rate(d)		198	%		80	%		107	%		35	%		63	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions. For the fiscal year ended April 30, 2014, the portfolio turnover calculation for PowerShares DWA Consumer Staples Momentum Portfolio and PowerShares DWA Energy Momentum Portfolio includes the value of securities purchased and sold in the effort to realign the Funds’ portfolio holdings due to the underlying index change.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

55

Financial Highlights (continued)

PowerShares DWA Financial Momentum Portfolio (PFI)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	23.92		$	20.08		$	20.45		$	18.46		$	14.63
Net investment income(a)		0.32			0.35			0.25			0.27			0.21
Net realized and unrealized gain (loss) on investments		3.93			3.83			(0.42	)		2.04			3.84
Total from investment operations		4.25			4.18			(0.17	)		2.31			4.05
Distributions to shareholders from:
Net investment income		(0.35	)		(0.34	)		(0.20	)		(0.32	)		(0.22	)
Net asset value at end of year	$	27.82		$	23.92		$	20.08		$	20.45		$	18.46
Market price at end of year(b)	$	27.79		$	23.90		$	20.07		$	20.44		$	18.45
Net Asset Value Total Return(c)		17.89	%		21.07	%		(0.66	)%		12.76	%		27.90	%
Market Price Total Return(c)		17.86	%		21.03	%		(0.66	)%		12.77	%		28.09	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	36,167		$	20,330		$	18,071		$	22,492		$	17,539
Ratio to average net assets of:
Expenses, after Waivers(d)		0.64	%		0.66	%		0.65	%		0.65	%		0.65	%
Expenses, prior to Waivers(d)		0.91	%		1.10	%		1.21	%		1.30	%		1.25	%
Net investment income, after Waivers		1.20	%		1.66	%		1.33	%		1.50	%		1.26	%
Portfolio turnover rate(e)		232	%		118	%		102	%		59	%		97	%

PowerShares DWA Healthcare Momentum Portfolio (PTH)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	38.76		$	32.29		$	31.41		$	25.68		$	17.89
Net investment income (loss)(a)		0.00	(f)		0.43			0.02			(0.05	)		0.03
Net realized and unrealized gain (loss) on investments		6.73			6.39			0.86			5.78			7.84
Total from investment operations		6.73			6.82			0.88			5.73			7.87
Distributions to shareholders from:
Net investment income		(0.15	)		(0.35	)		—			—			(0.05	)
Return of capital		—			—			—			—			(0.03	)
Total distributions		(0.15	)		(0.35	)		—			—			(0.08	)
Net asset value at end of year	$	45.34		$	38.76		$	32.29		$	31.41		$	25.68
Market price at end of year(b)	$	45.34		$	38.69		$	32.30		$	31.44		$	25.67
Net Asset Value Total Return(c)		17.41	%		21.31	%		2.80	%		22.31	%		44.09	%
Market Price Total Return(c)		17.62	%		21.06	%		2.74	%		22.48	%		44.28	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	106,560		$	60,071		$	37,134		$	62,822		$	97,598
Ratio to average net assets of:
Expenses, after Waivers		0.64	%		0.65	%		0.65	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.68	%		0.74	%		0.82	%		0.84	%		0.72	%
Net investment income (loss), after Waivers		0.01	%		1.26	%		0.05	%		(0.21	)%		0.13	%
Portfolio turnover rate(e)		278	%		93	%		99	%		63	%		79	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the investment companies in which the Fund invests. Estimated investment company expenses are not expenses that are incurred directly by the Fund. They are expenses that are incurred directly by the investment companies and are deducted from the value of the funds that the Fund invests in. The effect of the estimated investment company expenses that the Fund bears indirectly is included in the Fund’s total return.

^(e)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions. For the fiscal year ended April 30, 2014, the portfolio turnover calculation for PowerShares DWA Financial Momentum Portfolio and PowerShares DWA Healthcare Momentum Portfolio includes the value of securities purchased and sold in the effort to realign the Funds’ portfolio holdings due to the underlying index change.

^(f)  Amount represents less than $0.005.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

56

Financial Highlights (continued)

PowerShares DWA Industrials Momentum Portfolio (PRN)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	36.74		$	30.02		$	32.47		$	25.21		$	18.85
Net investment income(a)		0.19			0.52			0.22			0.17			0.20
Net realized and unrealized gain (loss) on investments		9.72			6.89			(2.48	)		7.29			6.48
Total from investment operations		9.91			7.41			(2.26	)		7.46			6.68
Distributions to shareholders from:
Net investment income		(0.18	)		(0.65	)		(0.19	)		(0.20	)		(0.32	)
Return of capital		—			(0.04	)		—			—			—
Total distributions		(0.18	)		(0.69	)		(0.19	)		(0.20	)		(0.32	)
Net asset value at end of year	$	46.47		$	36.74		$	30.02		$	32.47		$	25.21
Market price at end of year(b)	$	46.43		$	36.72		$	30.00		$	32.48		$	25.20
Net Asset Value Total Return(c)		27.01	%		25.18	%		(6.91	)%		29.83	%		35.73	%
Market Price Total Return(c)		26.97	%		25.19	%		(7.00	)%		29.92	%		35.89	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	169,622		$	38,573		$	30,017		$	113,629		$	32,779
Ratio to average net assets of:
Expenses, after Waivers		0.63	%		0.65	%		0.65	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.66	%		0.92	%		0.80	%		0.88	%		0.82	%
Net investment income, after Waivers		0.43	%		1.65	%		0.77	%		0.62	%		0.93	%
Portfolio turnover rate(d)		285	%		116	%		129	%		48	%		121	%

PowerShares DWA Technology Momentum Portfolio (PTF)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	29.14		$	27.29		$	27.66		$	23.60		$	17.29
Net investment income (loss)(a)		0.04			0.17			0.01			(0.02	)		(0.05	)
Net realized and unrealized gain (loss) on investments		3.32			1.88			(0.38	)		4.09			6.36
Total from investment operations		3.36			2.05			(0.37	)		4.07			6.31
Distributions to shareholders from:
Net investment income		(0.06	)		(0.20	)		—			—			—
Return of capital		—			—			—			(0.01	)		—
Total distributions		(0.06	)		(0.20	)		—			(0.01	)		—
Net asset value at end of year	$	32.44		$	29.14		$	27.29		$	27.66		$	23.60
Market price at end of year(b)	$	32.45		$	29.06		$	27.28		$	27.65		$	23.59
Net Asset Value Total Return(c)		11.52	%		7.59	%		(1.34	)%		17.26	%		36.50	%
Market Price Total Return(c)		11.86	%		7.34	%		(1.34	)%		17.27	%		36.44	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	53,525		$	32,053		$	31,387		$	49,793		$	38,942
Ratio to average net assets of:
Expenses, after Waivers		0.64	%		0.65	%		0.65	%		0.65	%		0.65	%
Expenses, prior to Waivers		0.80	%		0.89	%		0.94	%		0.91	%		0.90	%
Net investment income (loss), after Waivers		0.13	%		0.63	%		0.03	%		(0.07	)%		(0.24	)%
Portfolio turnover rate(d)		263	%		95	%		108	%		67	%		71	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment return calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions. For the fiscal year ended April 30, 2014, the portfolio turnover calculation for PowerShares DWA Industrials Momentum Portfolio and PowerShares DWA Technology Momentum Portfolio includes the value of securities purchased and sold in the effort to realign the Funds’ portfolio holdings due to the underlying index change.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

57

Financial Highlights (continued)

PowerShares DWA Utilities Momentum Portfolio (PUI)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of year	$	19.82		$	16.69		$	17.12		$	14.96		$	13.15
Net investment income(a)		0.47			0.45			0.41			0.48			0.52
Net realized and unrealized gain (loss) on investments		2.68			3.14			(0.38	)		2.19			2.04
Total from investment operations		3.15			3.59			0.03			2.67			2.56
Distributions to shareholders from:
Net investment income		(0.48	)		(0.46	)		(0.46	)		(0.51	)		(0.75	)
Net asset value at end of year	$	22.49		$	19.82		$	16.69		$	17.12		$	14.96
Market price at end of year(b)	$	22.47		$	19.79		$	16.66		$	17.13		$	14.96
Net Asset Value Total Return(c)		16.27	%		21.90	%		0.26	%		18.36	%		19.79	%
Market Price Total Return(c)		16.35	%		21.94	%		0.02	%		18.42	%		19.97	%
Ratios/Supplemental Data:
Net assets at end of year (000’s omitted)	$	41,601		$	42,604		$	43,393		$	47,089		$	38,139
Ratio to average net assets of:
Expenses, after Waivers		0.63	%		0.63	%		0.63	%		0.63	%		0.63	%
Expenses, prior to Waivers		0.77	%		0.81	%		0.77	%		0.89	%		0.95	%
Net investment income, after Waivers		2.31	%		2.54	%		2.45	%		3.12	%		3.71	%
Portfolio turnover rate(d)		131	%		48	%		71	%		68	%		81	%

PowerShares NASDAQ Internet Portfolio (PNQI)

	Year Ended April 30,
	2014			2013			2012			2011			2010
Per Share Operating Performance:
Net asset value at beginning of period	$	46.09		$	41.08		$	41.37		$	27.99		$	17.89
Net investment income (loss)(a)		(0.27	)		(0.01	)		(0.08	)		(0.06	)		(0.12	)
Net realized and unrealized gain (loss) on investments		15.80			5.04			(0.21	)		13.44			10.22
Total from investment operations		15.53			5.03			(0.29	)		13.38			10.10
Distributions to shareholders from:
Net investment income		—			(0.02	)		—			—			—
Return of capital		—			—			—			—			—
Total distributions		—			(0.02	)		—			—			—
Net asset value at end of period	$	61.62		$	46.09		$	41.08		$	41.37		$	27.99
Market price at end of period(b)	$	61.51		$	46.08		$	41.08		$	41.40		$	28.01
Net Asset Value Total Return(c)		33.70	%		12.26	%		(0.70	)%		47.80	%		56.46	%
Market Price Total Return(c)		33.48	%		12.23	%		(0.77	)%		47.81	%		56.65	%
Ratios/Supplemental Data:
Net assets at end of period (000’s omitted)	$	289,628		$	64,525		$	63,678		$	45,507		$	15,396
Ratio to average net assets of:
Expenses		0.60	%		0.60	%		0.60	%		0.60	%		0.60	%
Net investment income (loss)		(0.42	)%		(0.02	)%		(0.22	)%		(0.17	)%		(0.46	)%
Portfolio turnover rate(d)		21	%		20	%		23	%		20	%		23	%

^(a)  Based on average shares outstanding.

^(b)  The mean between the last bid and ask prices.

^(c)  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. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Total investment returns calculated for a period of less than one year are not annualized.

^(d)  Portfolio turnover rate is not annualized and does not include securities received or delivered from processing creations or redemptions. For the fiscal year ended April 30, 2014, the portfolio turnover calculation for PowerShares DWA Utilities Momentum Portfolio includes the value of securities purchased and sold in the effort to realign the Fund’s portfolio holdings due to the underlying index change.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

58

Notes to Financial Statements

PowerShares Exchange-Traded Fund Trust

April 30, 2014

Note 1. Organization

PowerShares Exchange-Traded Fund Trust (the “Trust”) was organized as a Massachusetts business trust on June 9, 2000 and is authorized to have multiple series of portfolios. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of April 30, 2014, the Trust offered fifty-three portfolios. This report includes the following portfolios:

Full Name	Short Name
PowerShares DWA Basic Materials Momentum Portfolio (PYZ) (formerly, PowerShares Dynamic Basic Materials Sector Portfolio)	“DWA Basic Materials Momentum Portfolio”
PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ) (formerly, PowerShares Dynamic Consumer Discretionary Sector Portfolio)	“DWA Consumer Cyclicals Momentum Portfolio”
PowerShares DWA Consumer Staples Momentum Portfolio (PSL) (formerly, PowerShares Dynamic Consumer Staples Sector Portfolio)	“DWA Consumer Staples Momentum Portfolio”
PowerShares DWA Energy Momentum Portfolio (PXI) (formerly, PowerShares Dynamic Energy Sector Portfolio)	“DWA Energy Momentum Portfolio”
PowerShares DWA Financial Momentum Portfolio (PFI) (formerly, PowerShares Dynamic Financial Sector Portfolio)	“DWA Financial Momentum Portfolio”
PowerShares DWA Healthcare Momentum Portfolio (PTH) (formerly, PowerShares Dynamic Healthcare Sector Portfolio)	“DWA Healthcare Momentum Portfolio”
PowerShares DWA Industrials Momentum Portfolio (PRN) (formerly, PowerShares Dynamic Industrials Sector Portfolio)	“DWA Industrials Momentum Portfolio”
PowerShares DWA Technology Momentum Portfolio (PTF) (formerly, PowerShares Dynamic Technology Sector Portfolio)	“DWA Technology Momentum Portfolio”
PowerShares DWA Utilities Momentum Portfolio (PUI) (formerly, PowerShares Dynamic Utilities Portfolio)	“DWA Utilities Momentum Portfolio”
PowerShares NASDAQ Internet Portfolio (PNQI)	“NASDAQ Internet Portfolio”

Each portfolio (each, a “Fund”, and collectively, the “Funds”) represents a separate series of the Trust. The shares of the Funds are referred to herein as “Shares” or “Fund’s Shares.” Each Fund’s Shares are listed and traded on NYSE Arca, Inc., except for Shares of NASDAQ Internet Portfolio, which are listed and traded on The NASDAQ Stock Market LLC.

The market prices of each Fund’s Shares may differ to some degree from the Fund’s net asset value (“NAV”). Unlike conventional mutual funds, each Fund issues and redeems Shares on a continuous basis, at NAV, only in a large specified number of Shares, each called a “Creation Unit.” Creation Units are issued and redeemed in exchange for the deposit or delivery of a basket of securities (“Deposit Securities”). Except when aggregated in Creation Units by Authorized Participants, the Shares are not individually redeemable securities of the Funds.

The investment objective of each Fund is to seek investment results that generally correspond (before fees and expenses) to the price and yield of its respective index listed below (each, an “Underlying Index”):

Fund	Underlying Index
DWA Basic Materials Momentum Portfolio	DWA Basic Materials Technical LeadersTM Index
DWA Consumer Cyclicals Momentum Portfolio	DWA Consumer Cyclicals Technical LeadersTM Index
DWA Consumer Staples Momentum Portfolio	DWA Consumer Staples Technical LeadersTM Index
DWA Energy Momentum Portfolio	DWA Energy Technical LeadersTM Index
DWA Financial Momentum Portfolio	DWA Financials Technical LeadersTM Index
DWA Healthcare Momentum Portfolio	DWA Healthcare Technical LeadersTM Index
DWA Industrials Momentum Portfolio	DWA Industrials Technical LeadersTM Index
DWA Technology Momentum Portfolio	DWA Technology Technical LeadersTM Index
DWA Utilities Momentum Portfolio	DWA Utilities Technical LeadersTM Index
NASDAQ Internet Portfolio	NASDAQ Internet IndexSM

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Note 2. Significant Accounting Policies

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements, including estimates and assumptions related to taxation. Actual results could differ from these estimates. In addition, the Funds monitor for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.

A. Security Valuation

Securities, including restricted securities, are valued according to the following policies.

A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining NAV per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day NAV per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Securities with a demand feature exercisable within one to seven days are valued at par. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the London world markets. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that Invesco PowerShares Capital Management LLC (the “Adviser”) determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith following procedures approved by the Board of Trustees. Issuer-specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

Each Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain of each Fund’s investments.Valuations change in response to many factors, including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor

60

perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B. Other Risks

Index Risk. Unlike many investment companies, the Funds do not utilize investing strategies that seek returns in excess of their Underlying Indexes. Therefore, a Fund would not necessarily buy or sell a security unless that security is added or removed, respectively, from its respective Underlying Index, even if that security generally is underperforming.

Equity Risk. Equity risk is the risk that the value of the securities that each Fund holds will fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities a Fund holds participate or factors relating to specific companies in which the Funds invest. For example, an adverse event, such as an unfavorable earnings report, may depress the value of securities a Fund holds; the price of securities 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 securities a Fund holds. In addition, securities of an issuer in the 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.

Industry Concentration Risk. In following its methodology, each Fund’s Underlying Index from time to time may be concentrated to a significant degree in securities of issuers located in a single industry or a sector. To the extent that an Underlying Index concentrates in the securities of issuers in a particular industry or sector, each Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or sector, a Fund may face more risks than if it were diversified broadly over numerous industries or sectors. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole. Any factors detrimental to the performance of such industry or sector will disproportionately impact a Fund’s NAV.

Non-Diversified Fund Risk. NASDAQ Internet Portfolio is non-diversified and can invest a greater portion of its assets in securities of individual issuers than diversified funds. As a result, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase the Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on the Fund’s performance.

Non-Correlation Risk. Each Fund’s return may not match the return of its Underlying Index for a number of reasons. For example, each 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 each Fund and its Underlying Index may vary due to asset valuation differences and differences between each Fund’s portfolio and its Underlying Index resulting from legal restrictions, cost or liquidity constraints.

Small and Medium Capitalization Company Risk. Investing in securities of small and medium capitalization companies involves greater risk than customarily is 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 small and medium capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions.

C. Federal Income Taxes

Each Fund intends to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute substantially all of the Fund’s taxable earnings to its shareholders. As such, the Funds will not be subject to federal income taxes on otherwise taxable income (including net realized gains) that is distributed to the shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These timing differences are primarily due to differing book and tax treatments for in-kind transactions, losses deferred due to wash sales, and passive foreign investment company adjustments, if any.

The Funds file U.S. federal tax returns and tax returns in certain other jurisdictions. Generally, a Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

D. Investment Transactions and Investment Income

Investment transactions are accounted for on a trade date basis. Realized gains and losses from the sale or disposition of securities are computed on the specific identified cost basis. Interest income is recorded on the accrual basis. Dividend income (net of withholding tax,

61

if any) is recorded on the ex-dividend date. Realized gains, dividends and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

Corporate actions (including cash dividends) are recorded net of non-reclaimable foreign tax withholdings on the ex-dividend date.

E. Expenses

Expenses of the Trust that are directly identifiable to a specific Fund are applied to that Fund. Expenses of the Trust that are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund.

Each Fund (except for NASDAQ Internet Portfolio) 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, sub-licensing fees related to its respective Underlying Index, any distribution fees or expenses, litigation expenses, fees payable to the Trust’s Board members who are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”) or the Adviser expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for the Independent Trustees, acquired fund fees and expenses, if any, and extraordinary expenses.

NASDAQ Internet Portfolio has agreed to pay an annual unitary management fee to the Adviser. Out of the unitary management fee, the Adviser has agreed to pay for substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for advisory fees, distribution fees, if any, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses (including acquired fund fees and expenses, if any).

To the extent a Fund invests in other investment companies, the expenses shown in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the investment companies in which it invests. The effects of such investment companies’ expenses are included in the realized and unrealized gain or loss on the investments in the investment companies.

F. Dividends and Distributions to Shareholders

Each Fund declares and pays dividends from net investment income, if any, to its shareholders quarterly and records such dividends on ex-dividend date. Generally, each Fund distributes net realized taxable capital gains, if any, annually in cash and records them on ex-dividend date. Such distributions on a tax basis are determined in conformity with federal income tax regulations, which may differ from GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in such Fund’s financial statements as a tax return of capital at fiscal period-end.

G. Securities Lending

DWA Basic Materials Momentum Portfolio and NASDAQ Internet Portfolio may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by cash collateral equal to no less than 102% of the market value of the loaned securities determined daily by the securities lending provider. Cash collateral received in connection with these loans is invested in an affiliated money market fund and is shown as such on the Schedule of Investments. It is the policy of the Fund to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to a Fund if, and to the extent that, the market value of the securities loaned were to increase, and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. A Fund could experience delays and costs in gaining access to the collateral. A Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, are included in Securities lending income on the Statements of Operations. The aggregate value of securities out on loan is shown on the Statements of Assets and Liabilities, if any.

Note 3. Investment Advisory Agreement and Other Agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser pursuant to which the Adviser has overall responsibility for the selection and ongoing monitoring of the Funds’ investments, managing the Funds’ business affairs and providing certain clerical, bookkeeping and other administrative services. Each Fund (except for NASDAQ Internet Portfolio) has agreed to pay the Adviser an annual fee of 0.50% of the Fund’s average daily net assets. As compensation for its services, NASDAQ Internet Portfolio has agreed to pay the Adviser an annual unitary management fee of 0.60% of the Fund’s average daily net assets. Out of the unitary management fee, the Adviser has agreed to pay for substantially all expenses of NASDAQ Internet Portfolio, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for advisory fees, distribution fees, if any, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses (including acquired fund fees and expenses, if any).

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The Adviser has entered into an Amended and Restated Excess Expense Agreement (the “Expense Agreement”) with the Trust on behalf of each Fund, pursuant to which the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses (excluding interest expenses, brokerage commissions and other trading expenses, offering costs, taxes, acquired fund fees and expenses, if any, and extraordinary expenses) of each Fund other than NASDAQ Internet Portfolio from exceeding 0.60% of the Fund’s average daily net assets per year (the “Expense Cap”), through at least August 31, 2015. Offering costs excluded from the Expense Cap are: (a) initial legal fees pertaining to the Funds’ Shares offered for sale; (b) initial Securities and Exchange Commission and state registration fees; and (c) initial fees paid to be listed on an exchange. Prior to February 19, 2014, sub-licensing fees for each Fund (except for NASDAQ Internet Portfolio) were excluded from the expenses subject to the Expense Cap. Unless the Adviser continues the Expense Agreement, it will terminate on August 31, 2015. The Expense Agreement cannot be terminated during its term. The Adviser did not waive fees and/or pay Fund expenses during the period under this Expense Cap for DWA Energy Momentum Portfolio.

Further, through August 31, 2015, the Adviser has contractually agreed to waive a portion of the Fund’s management fee in an amount equal to 100% of the net advisory fees an affiliate of the Adviser receives that are attributable to certain of the Fund’s investments in money market funds managed by that affiliate (excluding investments of cash collateral from securities lending). The Adviser cannot discontinue this waiver prior to its expiration.

For the fiscal year ended April 30, 2014, the Adviser waived fees and/or paid Fund expenses for each Fund, in the following amounts:

DWA Basic Materials Momentum Portfolio	$	32,876
DWA Consumer Cyclicals Momentum Portfolio		72,348
DWA Consumer Staples Momentum Portfolio		58,726
DWA Energy Momentum Portfolio		121
DWA Financial Momentum Portfolio		69,932
DWA Healthcare Momentum Portfolio		38,442
DWA Industrials Momentum Portfolio		30,676
DWA Technology Momentum Portfolio		60,150
DWA Utilities Momentum Portfolio		53,886
NASDAQ Internet Portfolio		88

The Expense Agreement provides that the fees waived or expenses borne by the Adviser are subject to recapture by the Adviser for up to three years from the date the fee was waived or expense was borne by the Adviser, but no recapture payment will be made by a Fund if it would result in the Fund exceeding its Expense Cap as specified above. The Expense Agreement does not apply to NASDAQ Internet Portfolio.

For the following Funds, the amounts available for potential future recapture by the Adviser under the Expense Agreement and the expiration schedule at April 30, 2014 are as follows:

	Total Potential Recapture Amounts		Potential Recapture Amounts Expiring
			04/30/15		04/30/16		04/30/17
DWA Basic Materials Momentum Portfolio	$	153,057	$	73,906	$	46,379	$	32,772
DWA Consumer Cyclicals Momentum Portfolio		255,344		106,566		76,493		72,285
DWA Consumer Staples Momentum Portfolio		213,839		91,705		63,480		58,654
DWA Energy Momentum Portfolio		45,360		13,542		31,818		—
DWA Financial Momentum Portfolio		257,482		104,587		83,041		69,854
DWA Healthcare Momentum Portfolio		175,598		95,928		41,317		38,353
DWA Industrials Momentum Portfolio		194,391		81,718		82,100		30,573
DWA Technology Momentum Portfolio		226,150		93,489		72,589		60,072
DWA Utilities Momentum Portfolio		203,115		77,540		71,758		53,817

The Trust has entered into a Distribution Agreement with Invesco Distributors, Inc. (the “Distributor”), which serves as the distributor of Creation Units for each Fund. The Distributor does not maintain a secondary market in the Shares. The Funds are not charged any fees pursuant to the Distribution Agreement. The Distributor is an affiliate of the Adviser.

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The Adviser has entered into a licensing agreement for each Fund with the following entities (each, a “Licensor”):

Full Name	Licensor
DWA Basic Materials Momentum Portfolio	Dorsey Wright & Associates, Inc.*
DWA Consumer Cyclicals Momentum Portfolio	Dorsey Wright & Associates, Inc.*
DWA Consumer Staples Momentum Portfolio	Dorsey Wright & Associates, Inc.*
DWA Energy Momentum Portfolio	Dorsey Wright & Associates, Inc.*
DWA Financial Momentum Portfolio	Dorsey Wright & Associates, Inc.*
DWA Healthcare Momentum Portfolio	Dorsey Wright & Associates, Inc.*
DWA Industrials Momentum Portfolio	Dorsey Wright & Associates, Inc.*
DWA Technology Momentum Portfolio	Dorsey Wright & Associates, Inc.*
DWA Utilities Momentum Portfolio	Dorsey Wright & Associates, Inc.*
NASDAQ Internet Portfolio	NASDAQ OMX Group, Inc.

* Effective February 19, 2014, Dorsey Wright & Associates, Inc. replaced NYSE Arca, Inc. as the Index Provider of the Index.

Each Underlying Index name trademark is owned by its respective Licensor. These trademarks have been licensed to the Adviser for use by the Funds. Each Fund is entitled to use its Underlying Index pursuant to the Trust’s sub-licensing agreement with the Adviser. The Funds (except for NASDAQ Internet Portfolio) are required to pay the sub-licensing fees that are shown on the Statements of Operations. The Funds are not sponsored, endorsed, sold or promoted by the Licensors, and the Licensors make no representation regarding the advisability of investing in any of the Funds.

The Trust has entered into service agreements whereby The Bank of New York Mellon, a wholly-owned subsidiary of The Bank of New York Mellon Corporation, serves as the administrator, custodian, fund accountant and transfer agent for each Fund.

Note 4. Investments in Affiliates

Each Fund’s Adviser is a wholly-owned subsidiary of Invesco Ltd., and therefore Invesco Ltd. is considered to be affiliated. The table below shows the Fund’s transactions in, and earnings from, its investments in Invesco Ltd. for the fiscal year ended April 30, 2014.

DWA Financial Momentum Portfolio

	Value April 30, 2013		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation		Realized Gain		Value April 30, 2014		Dividend Income
Invesco Ltd.	$	—	$	1,563,511	$	(287,542	)	$	35,336	$	5,021	$	1,316,326	$	—

Note 5. Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 — Prices are determined using quoted prices in an active market for identical assets.

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

As of April 30, 2014, all of the securities in each Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

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Note 6. Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended April 30, 2014 and 2013:

	2014				2013
	Ordinary Income		Return of Capital		Ordinary Income		Return of Capital
DWA Basic Materials Momentum Portfolio	$	855,864	$	—	$	1,050,895	$	—
DWA Consumer Cyclicals Momentum Portfolio		129,334		—		332,955		—
DWA Consumer Staples Momentum Portfolio		519,961		—		761,607		—
DWA Energy Momentum Portfolio		942,939		—		1,757,378		—
DWA Financial Momentum Portfolio		327,300		—		308,168		—
DWA Healthcare Momentum Portfolio		245,316		—		519,661		—
DWA Industrials Momentum Portfolio		341,196		—		607,832		39,658
DWA Technology Momentum Portfolio		65,769		—		220,275		—
DWA Utilities Momentum Portfolio		929,718		—		1,054,339		—
NASDAQ Internet Portfolio		—		—		27,038		—

Tax Components of Net Assets at Fiscal Year-End:

	Undistributed Ordinary Income		Temporary Book/Tax Differences			Net Unrealized Appreciation (Depreciation)— Investment Securities			Capital Loss Carryforward			Late-Year Ordinary/Post- October Deferrals*			Shares of Beneficial Interest		Total Net Assets
DWA Basic Materials Momentum Portfolio	$	253,116	$	(11,626	)	$	6,357,007		$	(18,383,951	)	$	—		$	105,975,482	$	94,190,028
DWA Consumer Cyclicals Momentum Portfolio		9,866		(9,905	)		(1,446,578	)		(9,429,417	)		—			56,629,677		45,753,643
DWA Consumer Staples Momentum Portfolio		179,741		(10,750	)		(431,370	)		(7,834,946	)		—			46,835,742		38,738,417
DWA Energy Momentum Portfolio		510,057		(13,126	)		23,031,334			(21,404,161	)		—			212,316,639		214,440,743
DWA Financial Momentum Portfolio		51,988		(9,971	)		(3,975	)		(10,155,089	)		—			46,284,107		36,167,060
DWA Healthcare Momentum Portfolio**		—		(12,862	)		(4,894,102	)		(48,545,857	)		(142,744	)		160,155,997		106,560,432
DWA Industrials Momentum Portfolio		88,358		(11,596	)		(2,389,765	)		(36,801,221	)		—			208,736,454		169,622,230
DWA Technology Momentum Portfolio**		—		(10,733	)		(3,183,663	)		(29,320,284	)		(31,259	)		86,071,152		53,525,213
DWA Utilities Momentum Portfolio		98,418		(11,058	)		4,563,001			(15,033,996	)		—			51,984,848		41,601,213
NASDAQ Internet Portfolio**		—		—			(15,806,868	)		(3,781,630	)		(1,220,897	)		310,437,072		289,627,677

* Includes net capital losses incurred after October 31 (“Post-October Capital Losses”) and the combination of ordinary losses incurred after December 31 within the taxable year and specified losses incurred after October 31 within the taxable year (“Late-Year Ordinary Losses”), that are deemed to arise on the first business day of each Fund’s next taxable year.

** The DWA Healthcare Momentum Portfolio, DWA Technology Momentum Portfolio and NASDAQ Internet Portfolio incurred and will elect to defer Late-Year Ordinary Losses of $142,744, $31,259 and $459,490 and Post-October Capital Losses of $0, $0 and $761,407, respectively.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Funds to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under Internal Revenue Code and related regulations based on the results of future transactions.

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The following Funds have capital loss carryforwards as of April 30, 2014, which expire as follows:

											Post-effective no expiration
	2015		2016		2017		2018		2019		Short-term		Long-term		Total*		Utilized
DWA Basic Materials Momentum Portfolio	$	—	$	205,528	$	3,783,798	$	4,534,904	$	2,521,492	$	5,924,971	$	1,413,258	$	18,383,951	$	3,244,639
DWA Consumer Cyclicals Momentum Portfolio		—		1,246,058		1,993,654		—		2,042,056		4,132,216		15,433		9,429,417		—
DWA Consumer Staples Momentum Portfolio		—		562,037		2,156,980		3,935,363		1,180,566		—		—		7,834,946		3,786,332
DWA Energy Momentum Portfolio		—		880,885		2,869,667		3,914,682		1,167,692		12,571,235		—		21,404,161		3,667,877
DWA Financial Momentum Portfolio		—		614,940		1,821,971		4,413,894		1,979,006		1,325,278		—		10,155,089		1,797,635
DWA Healthcare Momentum Portfolio		—		2,234,184		17,890,879		18,737,951		2,739,963		6,942,880		—		48,545,857		3,245,322
DWA Industrials Momentum Portfolio		—		1,476,057		6,525,387		21,245,288		2,746,746		4,807,743		—		36,801,221		6,643,650
DWA Technology Momentum Portfolio		—		2,465,875		8,220,697		7,658,564		3,016,840		7,958,308		—		29,320,284		861,059
DWA Utilities Momentum Portfolio		430,964		2,124,736		1,366,073		5,885,935		874,386		3,694,092		657,810		15,033,996		2,340,748
NASDAQ Internet Portfolio		—		—		—		3,360		74,863		1,343,592		2,359,815		3,781,630		—

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

Note 7. Investment Transactions

For the fiscal year ended April 30, 2014, the cost of securities purchased and proceeds from sales of securities, excluding short-term securities, U.S. Treasury obligations, money market funds and in-kind transactions, were as follows:

	Purchases		Sales
DWA Basic Materials Momentum Portfolio	$	126,571,015	$	125,649,255
DWA Consumer Cyclicals Momentum Portfolio		65,765,792		65,023,914
DWA Consumer Staples Momentum Portfolio		69,183,484		68,123,362
DWA Energy Momentum Portfolio		321,318,009		319,758,904
DWA Financial Momentum Portfolio		60,691,083		61,066,606
DWA Healthcare Momentum Portfolio		232,965,206		232,438,529
DWA Industrials Momentum Portfolio		286,023,658		285,644,426
DWA Technology Momentum Portfolio		98,362,264		98,358,872
DWA Utilities Momentum Portfolio		51,777,355		51,556,060
NASDAQ Internet Portfolio		43,205,275		45,056,325

For the fiscal year ended April 30, 2014, in-kind transactions associated with creations and redemptions were as follows:

	Cost of Securities Received		Value of Securities Delivered
DWA Basic Materials Momentum Portfolio	$	73,671,805	$	74,870,897
DWA Consumer Cyclicals Momentum Portfolio		59,405,481		40,664,798
DWA Consumer Staples Momentum Portfolio		40,588,440		43,763,057
DWA Energy Momentum Portfolio		211,364,937		172,921,277
DWA Financial Momentum Portfolio		41,778,500		28,712,635
DWA Healthcare Momentum Portfolio		129,895,861		90,427,817
DWA Industrials Momentum Portfolio		216,225,778		98,668,127
DWA Technology Momentum Portfolio		56,472,317		36,627,532
DWA Utilities Momentum Portfolio		16,678,039		23,168,317
NASDAQ Internet Portfolio		317,651,279		105,458,040

Gains (losses) on in-kind transactions are generally not considered taxable gains (losses) for federal income tax purposes.

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At April 30, 2014, the aggregate cost and the net unrealized appreciation (depreciation) of investments for tax purposes were as follows:

	Cost		Net Unrealized Appreciation (Depreciation)			Gross Unrealized Appreciation		Gross Unrealized (Depreciation)
DWA Basic Materials Momentum Portfolio	$	88,664,609	$	6,357,007		$	7,639,610	$	(1,282,603	)
DWA Consumer Cyclicals Momentum Portfolio		47,257,153		(1,446,578	)		1,139,476		(2,586,054	)
DWA Consumer Staples Momentum Portfolio		39,229,746		(431,370	)		1,189,075		(1,620,445	)
DWA Energy Momentum Portfolio		191,529,288		23,031,334			23,511,756		(480,422	)
DWA Financial Momentum Portfolio		36,217,946		(3,975	)		1,117,598		(1,121,573	)
DWA Healthcare Momentum Portfolio		111,559,256		(4,894,102	)		4,063,537		(8,957,639	)
DWA Industrials Momentum Portfolio		172,140,748		(2,389,765	)		3,541,974		(5,931,739	)
DWA Technology Momentum Portfolio		56,783,253		(3,183,663	)		2,382,798		(5,566,461	)
DWA Utilities Momentum Portfolio		37,062,249		4,563,001			4,622,707		(59,706	)
NASDAQ Internet Portfolio		324,445,005		(15,806,868	)		8,867,424		(24,674,292	)

Note 8. Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of in-kind transactions on April 30, 2014, amounts were reclassified between undistributed net investment income (loss), undistributed net realized gain (loss) and shares of beneficial interest. These reclassifications had no effect on the net assets of each Fund. For the fiscal year ended April 30, 2014, the reclassifications were as follows:

	Undistributed Net Investment Income (Loss)			Undistributed Net Realized Gain (Loss)			Shares of Beneficial Interest
DWA Basic Materials Momentum Portfolio	$	117,269		$	(12,807,459	)	$	12,690,190
DWA Consumer Cyclicals Momentum Portfolio		(3,498	)		(5,980,059	)		5,983,557
DWA Consumer Staples Momentum Portfolio		—			(7,459,886	)		7,459,886
DWA Energy Momentum Portfolio		382,977			(22,258,674	)		21,875,697
DWA Financial Momentum Portfolio		(5,030	)		(4,036,105	)		4,041,135
DWA Healthcare Momentum Portfolio		—			(15,064,540	)		15,064,540
DWA Industrials Momentum Portfolio		—			(14,203,496	)		14,203,496
DWA Technology Momentum Portfolio		885			(7,386,214	)		7,385,329
DWA Utilities Momentum Portfolio		—			(4,154,931	)		4,154,931
NASDAQ Internet Portfolio		456,752			(37,853,118	)		37,396,366

Note 9. Trustees’ and Officer’s Fees

Trustees’ and Officer’s Fees include amounts accrued by the Funds to pay remuneration to the Independent Trustees and Officer of the Funds. The Adviser, as a result of the unitary management fee, pays for such compensation for NASDAQ Internet Portfolio. The Trustee who is an “interested person” (the “Non-Independent Trustee”) of the Trust does not receive any Trustees’ fees.

The Trust has adopted a deferred compensation plan (the “Plan”). Under the Plan, an Independent Trustee who has executed a Deferred Fee Agreement (a “Participating Trustee”) may defer receipt of all or a portion of his compensation (“Deferral Fees”). Such Deferral Fees are deemed to be invested in select PowerShares Funds. The Deferral Fees payable to the Participating Trustee are valued as of the date such Deferral Fees would have been paid to the Participating Trustee. The value increases with contributions or with increases in the value of the Shares selected, and the value decreases with distributions or with declines in the value of the Shares selected. Obligations under the deferred compensation plan represent unsecured claims against the general assets of the Funds.

Note 10. Capital

Shares are created and redeemed by each Fund only in Creation Units of 50,000 Shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Funds. Such transactions are generally permitted in exchange for Deposit Securities, with a balancing cash component to equate the transaction to the NAV per Share of a Fund of the Trust on the transaction date. However, for all Funds, cash in an amount equivalent to the value of certain securities may be substituted, generally when the securities are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances.

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To the extent that the Funds permit transactions in exchange for Deposit Securities, each Fund may issue Shares in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the market value of the missing Deposit Securities. In accordance with each Fund’s Participant Agreement, Creation Units will be issued to an Authorized Participant, notwithstanding the fact that the corresponding Deposit Securities have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral consisting of cash in the form of U.S. dollars in immediately available funds having a value (marked-to-market daily) at least equal to 105%, which the Adviser may change from time to time, of the value of the missing Deposit Securities.

Transactions in each Fund’s Shares are disclosed in detail in the Statements of Changes in Net Assets.

Note 11. Indemnifications

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Each Independent Trustee is also indemnified against certain liabilities arising out of the performance of his duties to the Trust pursuant to an Indemnification Agreement between the Independent Trustee and the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust believes the risk of loss to be remote.

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of PowerShares Exchange-Traded Fund Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PowerShares DWA Basic Materials Momentum Portfolio (formerly PowerShares Dynamic Basic Materials Sector Portfolio), PowerShares DWA Consumer Cyclicals Momentum Portfolio (formerly PowerShares Dynamic Consumer Discretionary Sector Portfolio), PowerShares DWA Consumer Staples Momentum Portfolio (formerly PowerShares Dynamic Consumer Staples Sector Portfolio), PowerShares DWA Energy Momentum Portfolio (formerly PowerShares Dynamic Energy Sector Portfolio), PowerShares DWA Financial Momentum Portfolio (formerly PowerShares Dynamic Financial Sector Portfolio), Powershares DWA Healthcare Momentum Portfolio (formerly PowerShares Dynamic Healthcare Sector Portfolio), PowerShares DWA Industrials Momentum Portfolio (formerly PowerShares Dynamic Industrials Sector Portfolio ), PowerShares DWA Technology Momentum Portfolio (formerly PowerShares Dynamic Technology Sector Portfolio), PowerShares DWA Utilities Momentum Portfolio (formerly PowerShares Dynamic Utilities Portfolio ) and PowerShares NASDAQ Internet Portfolio (each an individual portfolio of PowerShares Exchange-Traded Fund Trust, hereafter referred to as the “Funds”) at April 30, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, IL

June 24, 2014

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Fees and Expenses

As a shareholder of a Fund of the PowerShares Exchange-Traded Fund Trust (excluding PowerShares NASDAQ Internet Portfolio), you incur advisory fees and other Fund expenses. As a shareholder of a Fund of the PowerShares NASDAQ Internet Portfolio, you incur a unitary management fee. In addition to the unitary management fee, a shareholder may pay distribution fees, if any, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses (including acquired fund fees and expenses, if any). The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held through the six-month period ended April 30, 2014.

In addition to the fees and expenses which the PowerShares DWA Financial Momentum Portfolio (the “Portfolio”) bears directly, the Portfolio indirectly bears a pro rata share of the fees and expenses of the investment companies in which the Portfolio invests. The amount of fees and expenses incurred indirectly by the Portfolio will vary because the investment companies have varied expenses and fee levels and the Portfolio may own different proportions of the investment companies at different times. Estimated investment companies’ expenses are not expenses that are incurred directly by the Portfolio. They are expenses that are incurred directly by the investment companies and are deducted from the value of the investment companies the Portfolio invests in. The effect of the estimated investment companies’ expenses that you bear indirectly are included in the Portfolio’s total returns.

Actual Expenses

The first line in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line in the following table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed annualized rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs, such as sales charges and brokerage commissions. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, expenses shown in the table do not include the expenses of the underlying funds, which are borne indirectly by a Fund. If transaction costs and indirect expenses were included, your costs would have been higher.

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During the Six-Month Period(1)
PowerShares DWA Basic Materials Momentum Portfolio (PYZ)
Actual	$	1,000.00	$	1,087.84		0.63	%	$	3.26
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares DWA Consumer Cyclicals Momentum Portfolio (PEZ)
Actual		1,000.00		981.66		0.62			3.05
Hypothetical (5% return before expenses)		1,000.00		1,021.72		0.62			3.11
PowerShares DWA Consumer Staples Momentum Portfolio (PSL)
Actual		1,000.00		1,003.86		0.63			3.13
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares DWA Energy Momentum Portfolio (PXI)
Actual		1,000.00		1,124.77		0.63			3.32
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16

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Fees and Expenses (continued)

	Beginning Account Value November 1, 2013		Ending Account Value April 30, 2014		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During the Six-Month Period(1)
PowerShares DWA Financial Momentum Portfolio (PFI)
Actual	$	1,000.00	$	1,035.35		0.63	%	$	3.18
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares DWA Healthcare Momentum Portfolio (PTH)
Actual		1,000.00		1,017.57		0.63			3.15
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares DWA Industrials Momentum Portfolio (PRN)
Actual		1,000.00		1,036.61		0.63			3.18
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares DWA Technology Momentum Portfolio (PTF)
Actual		1,000.00		972.03		0.63			3.08
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares DWA Utilities Momentum Portfolio (PUI)
Actual		1,000.00		1,120.74		0.63			3.31
Hypothetical (5% return before expenses)		1,000.00		1,021.67		0.63			3.16
PowerShares NASDAQ Internet Portfolio (PNQI)
Actual		1,000.00		985.43		0.60			2.95
Hypothetical (5% return before expenses)		1,000.00		1,021.82		0.60			3.01

⁽¹⁾  Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six-month period ended April 30, 2014. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value of the period, then multiplying the result by 181/365. Expense ratios for the most recent half-year may differ from expense ratios based on annualized data in the Financial Highlights.

71

Tax Information

	Qualified Dividend Income*			Dividends-Received Deduction*
DWA Basic Materials Momentum Portfolio		100	%		100	%
DWA Consumer Cyclicals Momentum Portfolio		100	%		100	%
DWA Consumer Staples Momentum Portfolio		100	%		100	%
DWA Energy Momentum Portfolio		100	%		100	%
DWA Financial Momentum Portfolio		100	%		100	%
DWA Healthcare Momentum Portfolio		100	%		100	%
DWA Industrials Momentum Portfolio		100	%		100	%
DWA Technology Momentum Portfolio		100	%		100	%
DWA Utilities Momentum Portfolio		100	%		100	%
NASDAQ Internet Portfolio		0	%		0	%

* The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

72

Trustees and Officers

The Independent Trustees, the Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by each Trustee and the other directorships, if any, held by each Trustee are shown below.

The Trustees and officers information is current as of April 30, 2014.

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Ronn R. Bagge (1958) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Founder and Principal, YQA Capital Management LLC (1998-Present); formerly Owner/CEO of Electronic Dynamic Balancing Co., Inc. (high-speed rotating equipment service provider).	114	None
Todd J. Barre (1957) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2010	Assistant Professor of Business, Trinity Christian College (2010-Present); formerly Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001), BMO Financial Group/Harris Private Bank.	114	None
Marc M. Kole (1960) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2006	Chief Financial Officer, Hope Network (social services) (2008-2012); formerly, Assistant Vice President and Controller, Priority Health (health insurance) (2005-2008); Senior Vice President of Finance, United Healthcare (2004-2005); Senior Vice President of Finance, Oxford Health Plans (2000-2004).	114	None
Yung Bong Lim (1964) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Managing Partner, Residential Dynamics Group LLC (2008-Present); formerly, Managing Director, Citadel Investment Group, L.L.C. (1999-2007).	114	None
Philip M. Nussbaum (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2003	Chairman, Performance Trust Capital Partners (2004-Present).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

73

Trustees and Officers (continued)

Name, Address and Age of Independent Trustees	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Independent Trustees	Other Directorships Held by Independent Trustees During the Past 5 Years
Gary R. Wicker (1961) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Trustee	Since 2013	Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries (publishing company) (2013-Present); formerly, Executive Vice President and Chief Financial Officer, Zondervan Publishing (a division of Harper Collins/NewsCorp) (2007-2012); Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999), divisions of The Thomson Corporation (information services provider).	114	None
Donald H. Wilson (1959) c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Chairman of the Board and Trustee	Chairman since 2012; Trustee since 2006	Chairman, President and Chief Executive Officer, Community Financial Shares, Inc. and Community Bank—Wheaton/Glen Ellyn (subsidiary) (2013–Present); Chairman and Chief Executive Officer, Stone Pillar Advisers, Ltd. (2010-Present); formerly, Chief Operating Officer, AMCORE Financial, Inc. (bank holding company) (2007-2009); Executive Vice President and Chief Financial Officer, AMCORE Financial, Inc. (2006-2007); Senior Vice President and Treasurer, Marshall & Ilsley Corp. (bank holding company) (1995-2006).	114	None

* This is the date the Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

74

Trustees and Officers (continued)

The Non-Independent Trustee and the executive officers of the Trust, their term of office and length of time served, their principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Non-Independent Trustee and the other directorships, if any, held by the Non-Independent Trustee are shown below.

Name, Address and Age of Non-Independent Trustee	Position(s) Held with Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex** Overseen by Non-Independent Trustee	Other Directorships Held by Non-Independent Trustee During the Past 5 Years
Kevin M. Carome (1956) Invesco Ltd. Two Peachtree Pointe 1555 Peachtree St., N.E., Suite 1800 Atlanta, GA 30309	Trustee	Since 2010	Senior Managing Director, Secretary and General Counsel, Invesco Ltd. (2006-Present); Director, Invesco Advisers, Inc. (2009-Present); Director, Invesco Advisers, Inc., Invesco Finance PLC, INVESCO Funds Group, Inc., and Invesco Holding Company Limited; Director and Executive Vice President, Invesco Finance, Inc., Invesco Group Services, Inc., Invesco Investments (Bermuda) Ltd., Invesco North American Holdings, Inc., and IVZ, Inc.; Director and Secretary, IVZ Bahamas Private Limited; formerly, Senior Vice President, Secretary and General Counsel, Invesco Advisers, Inc. (2003-2005); Senior Vice President and General Counsel, Liberty Financial Companies, Inc. (2000-2001); General Counsel of certain investment management subsidiaries of Liberty Financial Companies, Inc. (1998-2000); Associate General Counsel, Liberty Financial Companies, Inc. (1993-1998); Associate, Ropes & Gray LLP.	114	None

* This is the date the Non-Independent Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

** Fund Complex includes all open-end funds and closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. At April 30, 2014, the “Fund Family” consisted of the Trust’s 53 portfolios and three other exchange-traded fund trusts with 61 portfolios advised by the Adviser.

75

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Andrew Schlossberg (1974) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046	President	Since 2009	Director, Invesco Distributors, Inc. (2012-Present); Managing Director—U.S. Strategy and Marketing, Invesco PowerShares Capital Management LLC (2010-Present); Managing Director, U.S. head of business strategy and chief marketing officer for Invesco Ltd. in the United States (2008-Present); Director, Invesco Distributors, Inc. (2012-Present); and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present); formerly, Mr. Schlossberg served in multiple roles within Invesco, including head of corporate development, as well as global leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions (2002-2007).
Peter Hubbard (1981) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2009	Vice President and Director of Portfolio Management—Invesco PowerShares Capital Management LLC (2008-Present); formerly, Portfolio Manager, Invesco PowerShares Capital Management LLC (2007-2008); Research Analyst, Invesco PowerShares Capital Management LLC (2005-2007); Research Analyst and Trader, Ritchie Capital, a hedge fund operator (2003-2005).
David Warren (1957) Invesco Canada Ltd. 5140 Yonge Street Suite 900, Toronto, Ontario M2N 6X7	Vice President	Since 2009	Managing Director—Chief Administrative Officer, Americas, Invesco PowerShares Capital Management LLC; Senior Vice President, Invesco Advisers, Inc. (2009-Present); Director, Executive Vice President and Chief Financial Officer, Invesco Inc. (2009-Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) and Chief Administrative Officer, North American Retail, Invesco Ltd. (2007-Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Invesco Canada Holdings Inc. (2002-Present), Invesco Corporate Class Inc., and Invesco Canada Fund Inc.; Director, Executive Vice President and Chief Financial Officer, Invesco, Inc.; formerly, Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) (2000-2006).
Sheri Morris (1964) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Vice President	Since 2012	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) (2009-Present) and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; formerly, Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
Rudolf E. Reitmann (1971) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global Exchange Traded Funds Operations, Invesco PowerShares Capital Management LLC (since 2013).

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

76

Trustees and Officers (continued)

Name, Address and Age of Executive Officer	Position(s) Held with Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years
Daniel E. Draper (1968) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President	Since 2013	Senior Vice President, Invesco Distributors, Inc. (since 2014); Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Managing Director, Invesco PowerShares Global ETFs (since 2013); formerly, Managing Director, Credit Suisse Asset Management (2010-2013) and Lyxor Asset Management/Societe Generale (2007-2010).
Steven M. Hill (1964) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Vice President and Treasurer	Since 2013	Vice President and Treasurer of PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global ETF Administration, Invesco PowerShares Capital Management LLC (since 2011); formerly, Senior Managing Director and Chief Financial Officer, Destra Capital Management LLC and its subsidiaries (2010-2011); Chief Financial Officer, Destra Investment Trust and Destra Investment Trust II (2010-2011); Senior Managing Director, Claymore Securities, Inc. (2003-2010); and Chief Financial Officer, Claymore sponsored mutual funds (2003-2010).
Christopher Joe (1969) Invesco Management Group, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Chief Compliance Officer	Since 2012	U.S. Compliance Director, Invesco, Ltd. (since 2006); formerly, Chief Compliance Officer, Invesco Investment Advisers, LLC (registered investment adviser) (2010-2013); formerly, Assistant Fund Accounting Manager, Invesco, Ltd. (1998-1999).
Anna Paglia (1974) Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, IL 60515	Secretary	Since 2011	Secretary, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust (2011-Present); Head of Legal, Invesco PowerShares Capital Management LLC (2010-Present); formerly, Partner, K&L Gates LLP (formerly, Bell Boyd & Lloyd LLP) (2007-2010); Associate Counsel at Barclays Global Investors Ltd. (2004-2006).

Availability of Additional Information About the Trustees

The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request at (800) 983-0903.

* This is the date the officer began serving the Trust. Each officer serves an indefinite term, until his or her successor is elected.

77

Board Considerations Regarding Continuation of Investment Advisory Agreement

At a meeting held on April 17, 2014, the Board of Trustees of the PowerShares Exchange-Traded Fund Trust (the “Trust”), including the Independent Trustees, approved the continuation of the Investment Advisory Agreement between Invesco PowerShares Capital Management LLC (the “Adviser”) and the Trust for the following 51 series (each, a “Fund” and collectively, the “Funds”):

PowerShares Aerospace & Defense Portfolio

PowerShares BuyBack Achievers™ Portfolio

PowerShares Cleantech™ Portfolio

PowerShares Dividend Achievers^TM Portfolio

PowerShares DWA Momentum Portfolio

PowerShares DWA Basic Materials Momentum Portfolio

PowerShares DWA Consumer Cyclicals Momentum Portfolio

PowerShares DWA Consumer Staples Momentum Portfolio

PowerShares DWA Energy Momentum Portfolio

PowerShares DWA Financial Momentum Portfolio

PowerShares DWA Healthcare Momentum Portfolio

PowerShares DWA Industrials Momentum Portfolio

PowerShares DWA NASDAQ Momentum Portfolio

PowerShares DWA Technology Momentum Portfolio

PowerShares DWA Utilities Momentum Portfolio

PowerShares Dynamic Biotechnology & Genome Portfolio

PowerShares Dynamic Building & Construction Portfolio

PowerShares Dynamic Energy Exploration & Production Portfolio

PowerShares Dynamic Food & Beverage Portfolio

PowerShares Dynamic Large Cap Growth Portfolio

PowerShares Dynamic Large Cap Value Portfolio

PowerShares Dynamic Leisure and Entertainment Portfolio

PowerShares Dynamic Market Portfolio

PowerShares Dynamic Media Portfolio

PowerShares Dynamic Networking Portfolio

PowerShares Dynamic Oil & Gas Services Portfolio

PowerShares Dynamic Pharmaceuticals Portfolio

PowerShares Dynamic Retail Portfolio

PowerShares Dynamic Semiconductors Portfolio

PowerShares Dynamic Software Portfolio

PowerShares Financial Preferred Portfolio

PowerShares FTSE RAFI US 1000 Portfolio

PowerShares FTSE RAFI US 1500 Small-Mid Portfolio

PowerShares Fundamental Pure Large Core Portfolio

PowerShares Fundamental Pure Large Growth Portfolio

PowerShares Fundamental Pure Large Value Portfolio

PowerShares Fundamental Pure Mid Core Portfolio

PowerShares Fundamental Pure Mid Growth Portfolio

PowerShares Fundamental Pure Mid Value Portfolio

PowerShares Fundamental Pure Small Core Portfolio

PowerShares Fundamental Pure Small Growth Portfolio

PowerShares Fundamental Pure Small Value Portfolio

PowerShares Global Listed Private Equity Portfolio

PowerShares Golden Dragon China Portfolio

PowerShares High Yield Equity Dividend Achievers ^TM Portfolio

PowerShares International Dividend Achievers^TM Portfolio

PowerShares S&P 500^® High Quality Portfolio

PowerShares Water Resources Portfolio

PowerShares WilderHill Clean Energy Portfolio

PowerShares WilderHill Progressive Energy Portfolio

PowerShares Zacks Micro Cap Portfolio

The Trustees reviewed information from the Adviser describing: (i) the nature, extent and quality of services provided, (ii) the investment performance of the Funds and the Adviser, (iii) the costs of services provided and estimated profits realized by the Adviser, (iv) the extent to which economies of scale are realized as a Fund grows, (v) whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders, (vi) comparisons of services rendered to and amounts paid by other registered investment companies and (vii) any benefits realized by the Adviser from its relationship with each Fund. Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund. No single factor was determinative in the Board’s analysis.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the Adviser’s services, the Trustees reviewed information concerning the functions performed by the Adviser for the Funds, information describing the Adviser’s current organization and staffing, including operational support provided by the Adviser’s parent organization, Invesco Ltd., and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed matters related to the Adviser’s execution of portfolio transactions on behalf of the Funds. The Trustees also reviewed information on the performance of the Funds, their underlying indexes and their primary benchmarks for the one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2013, as applicable, including reports for each of those periods on the correlation and tracking error between each Fund’s performance and the performance of its underlying index, as well as the Adviser’s analysis of the tracking error between each Fund and its underlying index. In reviewing the tracking error report, the Trustees considered information provided by Ibbotson Associates, a consultant to the Independent Trustees, with respect to general expected tracking error ranges and various

78

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

explanations for any tracking error. The Trustees noted that for each applicable period the correlation and tracking error for each Fund was within the targeted range set forth in the Trust’s registration statement. The Trustees concluded that each Fund was correlated to its underlying index and that the tracking error for each Fund was within an acceptable range given that Fund’s particular circumstances.

The Trustees also considered the services provided by the Adviser in its oversight of the Funds’ administrator, custodian and transfer agent. They noted the significant amount of time, effort and resources that had been devoted to this oversight function.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided by the Adviser to the Funds under the Investment Advisory Agreement were appropriate and reasonable.

Fees, Expenses and Profitability. The Trustees reviewed and discussed the information provided by the Adviser on each Fund’s advisory fee and net expense ratio, as compared to information compiled by the Adviser from Lipper Inc. databases on the advisory fees and net expense ratios of comparable exchange-traded funds (“ETFs”), open-end (non-ETF) index funds and open-end actively-managed funds. The Trustees noted that the annual advisory fee charged to each Fund is:

— 0.50% of the Fund’s average daily net assets for each Fund other than PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers^TM Portfolio, PowerShares International Dividend Achievers^TM Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio;

— 0.40% of the Fund’s average daily net assets for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio; and

— 0.29% of the Fund’s average daily net assets for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares S&P 500^® High Quality Portfolio.

The Trustees also noted that the Adviser has agreed to waive a portion of its advisory fee and/or pay expenses (an “Expense Cap”) to the extent necessary to prevent the annual operating expenses of each Fund from exceeding the percentage of that Fund’s average daily net assets, at least until August 31, 2015, as set forth below:

— 0.60%, excluding interest expenses, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares DWA NASDAQ Momentum Portfolio and PowerShares Dynamic Market Portfolio;

— 0.50%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares Dividend Achievers™ Portfolio, PowerShares High Yield Equity Dividend Achievers™ Portfolio and PowerShares International Dividend Achievers™ Portfolio;

— 0.39%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio and PowerShares Fundamental Pure Small Value Portfolio;

— 0.29%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares S&P 500^® High Quality Portfolio;

— 0.60%, excluding interest expenses, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy

79

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio and PowerShares DWA Utilities Momentum Portfolio (the Trustees noted that prior to December 17, 2013, licensing fees were excluded from the Expense Cap); and

— 0.60%, excluding interest expenses, licensing fees, offering costs, brokerage commissions and other trading expenses, taxes, acquired fund fees and expenses and extraordinary expenses, for each other Fund.

The Trustees noted that the Adviser represented that it does not serve as the investment adviser to any clients, other than other ETFs also overseen by the Trustees, with comparable investment strategies as the Funds, but that the Adviser provides sub-advisory services to clients with comparable investment strategies as certain of the Funds. The Trustees further noted the Adviser’s explanation with respect to the sub-advisory fees it receives for such services in comparison to the advisory fees charged to the Funds. The Trustees noted that each Fund’s advisory fee was:

— higher than the median advisory fee of its ETF peer funds (except for the advisory fee of each of PowerShares Financial Preferred Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio and PowerShares International Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its ETF peer funds); and

— higher than the median advisory fee of its open-end index peer funds (except for the advisory fee of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio and PowerShares High Yield Equity Dividend Achievers™ Portfolio, which was equal to or lower than the median advisory fee of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median advisory fee of its open-end actively-managed peer funds.

The Trustees determined that the advisory fees were reasonable, noting the complexity of the indexes, the distinguishing factors of the Funds, and the administrative, operational and management oversight costs for the Adviser. With respect to the Funds’ net expense ratios, the Trustees noted that the net expense ratio for each Fund was:

— higher than the median net expense ratio of its ETF peer funds (except for the net expense ratio of each of PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was equal to or less than the median net expense ratio of its ETF peer funds); and

— higher than the median net expense ratio of its open-end index peer funds (except for the net expense ratio of each of PowerShares Dividend Achievers™ Portfolio, PowerShares DWA Momentum Portfolio, PowerShares DWA NASDAQ Momentum Portfolio, PowerShares DWA Technology Momentum Portfolio, PowerShares DWA Utilities Momentum Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Networking Portfolio, PowerShares Dynamic Semiconductors Portfolio, PowerShares Dynamic Software Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares High Yield Equity

80

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Dividend Achievers™ Portfolio and PowerShares S&P 500^® High Quality Portfolio, which was lower than the median net expense ratio of its open-end index peer funds; and there was no comparable data for PowerShares Aerospace & Defense Portfolio, PowerShares Cleantech™ Portfolio, PowerShares DWA Basic Materials Momentum Portfolio, PowerShares DWA Consumer Cyclicals Momentum Portfolio, PowerShares DWA Consumer Staples Momentum Portfolio, PowerShares DWA Energy Momentum Portfolio, PowerShares DWA Financial Momentum Portfolio, PowerShares DWA Healthcare Momentum Portfolio, PowerShares DWA Industrials Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Financial Preferred Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares International Dividend Achievers™ Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio or PowerShares WilderHill Progressive Energy Portfolio); but

— lower than the median net expense ratio of its open-end actively-managed peer funds.

The Trustees noted that a significant component of the non-advisory fee expenses was the license fees paid by the Funds, and noted those Funds for which license fees are included in the Funds’ Expense Caps.

The Board concluded that the advisory fee and expense ratio of each Fund (giving effect to the Fund’s Expense Cap) were reasonable and appropriate in light of the services provided.

In conjunction with their review of fees, the Trustees also considered information provided by the Adviser on the revenues received by the Adviser under the Investment Advisory Agreement for each Fund, as well as the fees waived and expenses reimbursed by the Adviser for the Funds. The Trustees reviewed information provided by the Adviser on its profitability, as well as any profits or losses realized by the Adviser from its relationship to each Fund. The Trustees concluded that the estimated profitability to the Adviser of the advisory services provided to any of the Funds was not unreasonable.

Economies of Scale and Whether Fee Levels Reflect These Economies of Scale. The Trustees reviewed the information provided by the Adviser as to the extent to which economies of scale are realized as each Fund grows and whether fee levels reflect economies of scale for the benefit of shareholders. The Trustees reviewed each Fund’s asset size, expense ratio and expense limitation agreed to by the Adviser. The Trustees noted that, for Funds whose expenses are higher than their respective Expense Caps, any reduction in that Fund’s expenses would be enjoyed by the Adviser, but that Fund shareholders benefit from the lower expense ratio as a result of the Fund’s Expense Cap. The Trustees also noted that the Excess Expense Agreement with the Trust provides that the Adviser is entitled to be reimbursed by each Fund, other than PowerShares Dynamic Market Portfolio and PowerShares DWA NASDAQ Momentum Portfolio, for fees waived or expenses absorbed pursuant to the Expense Cap for a period of three years from the date the fee or expense was incurred, provided that no reimbursement would be made that would result in a Fund exceeding its Expense Cap. The Trustees considered whether the advisory fee rate for each Fund was reasonable in relation to the asset size of that Fund, and concluded that the flat advisory fee was reasonable and appropriate, noting the Fund expenses the Adviser has borne as a result of the Expense Cap.

The Trustees noted that the Adviser had not identified any further benefits that it derived from its relationship with the Funds and had noted that it does not have any soft-dollar arrangements.

Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund.

81

Board Considerations Regarding Continuation of Investment Advisory Agreement

At a meeting held on April 17, 2014, the Board of Trustees of the PowerShares Exchange-Traded Fund Trust (the “Trust”), including the Independent Trustees, approved the continuation of the Investment Advisory Agreement between Invesco PowerShares Capital Management LLC (the “Adviser”) and the Trust for PowerShares NASDAQ Internet Portfolio and PowerShares S&P 500 BuyWrite Portfolio (each, a “Fund” and together, the “Funds”).

The Trustees reviewed information from the Adviser describing: (i) the nature, extent and quality of services provided, (ii) the investment performance of the Funds and the Adviser, (iii) the costs of services provided and estimated profits realized by the Adviser, (iv) the extent to which economies of scale are realized as a Fund grows, (v) whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders, (vi) comparisons of services rendered to and amounts paid by other registered investment companies and (vii) any benefits realized by the Adviser from its relationship with each Fund. Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund. No single factor was determinative in the Board’s analysis.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the Adviser’s services, the Trustees reviewed information concerning the functions performed by the Adviser for the Funds, information describing the Adviser’s current organization and staffing, including operational support provided by the Adviser’s parent organization, Invesco Ltd., and the background and experience of the persons responsible for the day-to-day management of the Funds. The Trustees reviewed matters related to the Adviser’s oversight of the execution of portfolio transactions on behalf of the Funds. The Trustees also reviewed information on the performance of the Funds, their underlying indexes and their primary benchmarks for the one-year, three-year, five-year and since-inception (June 12, 2008 for PowerShares NASDAQ Internet Portfolio and December 20, 2007 for PowerShares S&P 500 BuyWrite Portfolio) periods ended December 31, 2013, including reports for each of those periods on the correlation and tracking error between each Fund’s performance and the performance of its underlying index, as well as the Adviser’s analysis of the tracking error between each Fund and its underlying index. In reviewing the tracking error report, the Trustees considered information provided by Ibbotson Associates, a consultant to the Independent Trustees, with respect to general expected tracking error ranges and various explanations for any tracking error. The Trustees noted that for each period, the correlation and tracking error for each Fund was within the targeted range set forth in the Trust’s registration statement. The Trustees concluded that each Fund was correlated to its underlying index and that the tracking error for each Fund was within an acceptable range given that Fund’s particular circumstances.

The Trustees also considered the services provided by the Adviser in its oversight of the Funds’ administrator, custodian and transfer agent. They noted the significant amount of time, effort and resources that had been devoted to this oversight function.

Based on their review, the Trustees concluded that the nature, extent and quality of services provided by the Adviser to the Funds under the Investment Advisory Agreement were appropriate and reasonable.

Fees, Expenses and Profitability. The Trustees reviewed and discussed the information provided by the Adviser on each Fund’s net expense ratio and unitary advisory fee, as compared to information compiled by the Adviser from Lipper Inc. databases on the expense ratios of comparable exchange-traded funds (“ETFs”), open-end (non-ETF) index funds and open-end actively-managed funds. The Trustees noted that the annual unitary advisory fee is 0.60% for PowerShares NASDAQ Internet Portfolio and 0.75% for PowerShares S&P 500 BuyWrite Portfolio, and that the Adviser pays all other operating expenses of each Fund, except that each Fund pays its brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses.

The Trustees noted that the Adviser represented that it does not provide investment advisory services to any clients, other than other ETFs also overseen by the Trustees, with comparable investment strategies as the Funds. The Trustees noted that PowerShares NASDAQ Internet Portfolio’s advisory fee was higher than the median net expense ratio of its ETF peer funds, but was lower than the median net expense ratios of its open-end index peer funds and open-end actively-managed peer funds. The Trustees noted that PowerShares S&P 500 BuyWrite Portfolio’s advisory fee was lower than the median net expense ratios of its ETF peer funds, open-end index peer funds and open-end actively-managed peer funds. The Trustees noted that each Fund’s advisory fee was reasonable because of the complexity of the indexes, the distinguishing factors of the Funds and the administrative, operational and management oversight costs for the Adviser. The Trustees also noted that a portion of each Fund’s advisory fee was attributable to a license fee payable out of the unitary fee charged to that Fund. The Board concluded that the unitary advisory fee charged to each Fund was reasonable and appropriate in light of the services provided.

In conjunction with their review of the unitary advisory fee, the Trustees also considered information provided by the Adviser on the revenues received by the Adviser under the Investment Advisory Agreement. The Trustees reviewed information provided by the

82

Board Considerations Regarding Continuation of Investment Advisory Agreement (continued)

Adviser on its profitability, as well as any profits or losses realized by the Adviser from its relationship to each Fund. The Trustees concluded that the estimated profitability to the Adviser of the advisory services provided to each Fund was not unreasonable.

Economies of Scale and Whether Fee Levels Reflect These Economies of Scale. The Trustees reviewed the information provided by the Adviser as to the extent to which economies of scale are realized as each Fund grows and whether fee levels reflect economies of scale for the benefit of shareholders. The Trustees reviewed each Fund’s asset size and expense ratio. The Trustees noted that any reduction in fixed costs associated with the management of the Funds would be enjoyed by the Adviser, but a unitary fee provides a level of certainty in expenses for the Funds. The Trustees considered whether the advisory fee rate for each Fund was reasonable in relation to the asset size of that Fund, and concluded that the flat advisory fee was reasonable and appropriate.

The Trustees noted that the Adviser had not identified any further benefits that it derived from its relationships with the Funds and had noted that it does not have any soft-dollar arrangements.

Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined to approve the continuation of the Investment Advisory Agreement for each Fund.

83

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Proxy Voting Policies and Procedures

A description of the Trust’s proxy voting policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available, without charge and upon request, by calling (800) 983-0903. This information is also available on the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov.

Information regarding how each Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request, by (i) calling (800) 983-0903; or (ii) accessing the Trust’s Form N-PX on the Commission’s website at www.sec.gov.

Quarterly Portfolios

The Trust files its complete schedule of portfolio holdings for the Funds with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

Frequency Distribution of Discounts and Premiums

A table showing the number of days the market price of each Fund’s shares was greater than the Fund’s net asset value, and the number of days it was less than the Fund’s net asset value (i.e., premium or discount) for the most recently completed calendar year, and the calendar quarters since that year end (or the life of the Fund, if shorter) may be found at the Fund’s website at www.invescopowershares.com.

©2014 Invesco PowerShares Capital Management LLC			P-PS-AR-3
3500 Lacey Road, Suite 700 Downers Grove, IL 60515
invescopowershares.com    800.983.0903		@PowerShares

Item 2. Code of Ethics.

The Registrant has adopted a Code of Ethics that applies to the Registrant’s principal executive officer and principal financial officer. This Code is filed as an exhibit to this report on Form N-CSR under Item 12(a)(1). No substantive amendments to this Code were made during the reporting period. There were no waivers for the fiscal year ended April 30, 2014.

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Trustees (the “Board”) has determined that the Registrant has three “audit committee financial experts” serving on its audit committee: Mr. Marc M. Kole, Mr. Gary R. Wicker and Mr. Donald H. Wilson. Each of these audit committee members is “independent,” meaning that he is not an “interested person” of the Registrant (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) and he does not accept any consulting, advisory, or other compensatory fee from the Registrant (except in his capacity as a Board or committee member).

An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.” Further, the designation of a person as an “audit committee financial expert” does not mean that person has any greater duties, obligations, or liability than those imposed on a person without the “audit committee financial expert” designation. Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the audit committee or Board of trustees.

Item 4. Principal Accountant Fees and Services.

(a) to (d)

PricewaterhouseCoopers LLP (“PwC”) billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows:

	Fees Billed by PwC for Services Rendered to the Registrant  for fiscal year end 2014		(e)(2) Percentage of Services  Approved for fiscal year end 2014 Pursuant to Waiver of Pre- Approval Requirement(1)	Fees Billed by PwC for Services Rendered to the Registrant for fiscal year end 2013		(e)(2) Percentage of Services Approved for fiscal year end 2013 Pursuant to Waiver of Pre- Approval Requirement(1)
Audit Fees	$	671,700	N/A	$	789,800	N/A
Audit-Related Fees	$	0	0%	$	0	0%
Tax Fees(2)	$	408,510	0%	$	419,580	0%
All Other Fees	$	0	0%	$	0	0%
Total Fees	$	1,080,210	0%	$	1,209,380	0%

(1) For the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant during the fiscal year in which the services are provided; and (iii) such services are promptly

brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.

(2) Tax fees for the fiscal year ended April 30, 2014 include fees billed for reviewing tax returns, 2013 excise tax returns and excise tax distributions calculations in addition to preparing the final tax returns for the two liquidated portfolios of the Trust. Tax fees for the fiscal year ended April 30, 2013 included fees billed for reviewing tax returns, 2012 excise tax returns and excise tax distribution calculations. .

(e) (1) Audit Committee Pre Approval Policies and Procedures

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

POLICIES AND PROCEDURES

As Adopted by the Audit Committee of the PowerShares Funds (the “Funds”)

June 26, 2009

Statement of Principles

Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and Exchange Commission (“SEC”) (“Rules”), the Audit Committee of the Funds’ (the “Audit Committee”) Board of Trustees (the “Board”) is responsible for the appointment, compensation and oversight of the work of independent accountants (an “Auditor”). As part of this responsibility and to assure that the Auditor’s independence is not impaired, the Audit Committee pre-approves the audit and non-audit services provided to the Funds by each Auditor, as well as all non-audit services provided by the Auditor to the Funds’ investment adviser and to affiliates of the adviser that provide ongoing services to the Funds (“Service Affiliates”) if the services directly impact the Funds’ operations or financial reporting. The SEC Rules also specify the types of services that an Auditor may not provide to its audit client. The following policies and procedures comply with the requirements for pre-approval and provide a mechanism by which management of the Funds may request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations.

Proposed services either may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”) or require the specific pre-approval of the Audit Committee (“specific pre-approval”). As set forth in these policies and procedures, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee. Additionally, any fees exceeding 110% of estimated pre-approved fee levels provided at the time the service was pre-approved will also require specific approval by the Audit Committee before payment is made. The Audit Committee will also consider the impact of additional fees on the Auditor’s independence when determining whether to approve any additional fees for previously pre-approved services.

The Audit Committee will annually review and generally pre-approve the services that may be provided by each Auditor without obtaining specific pre-approval from the Audit Committee. The term of any general pre-approval runs from the date of such pre-approval through June 30th of the following year, unless the Audit Committee considers a different period and states otherwise. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

The purpose of these policies and procedures is to set forth the guidelines to assist the Audit Committee in fulfilling its responsibilities.

Delegation

The Chairman of the Audit Committee (or, in his or her absence, any member of the Audit Committee) may grant specific pre-approval for non-prohibited services for engagements of less than $20,000. All such delegated pre-approvals shall be presented to the Audit Committee no later than the next Audit Committee meeting.

Audit Services

The annual Audit services engagement terms will be subject to specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures such as tax provision work that is required to be performed by the independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will obtain, review and consider sufficient information concerning the proposed Auditor to make a reasonable evaluation of the Auditor’s qualifications and independence.

In addition to the annual Audit services engagement, the Audit Committee may grant either general or specific pre-approval of other Audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include services such as issuing consents for the inclusion of audited financial statements with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

Non-Audit Services

The Audit Committee may provide either general or specific pre-approval of any non-audit services to the Funds and its Service Affiliates if the Audit Committee believes that the provision of the service will not impair the independence of the Auditor, is consistent with the SEC’s Rules on auditor independence, and otherwise conforms to the Audit Committee’s general principles and policies as set forth herein.

Audit-Related Services

“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Funds’ financial statements or that are traditionally performed by the independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; and assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities.

Tax Services

“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committee will scrutinize carefully the retention of the Auditor in connection with a transaction initially recommended by the Auditor, the major business purpose of which may be tax avoidance or the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisors as necessary to ensure the consistency of Tax services rendered by the Auditor with the foregoing policy.

No Auditor shall represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.

Under rules adopted by the Public Company Accounting Oversight Board and approved by the SEC, in connection with seeking Audit Committee pre-approval of permissible Tax services, the Auditor shall:

1. Describe in writing to the Audit Committee, which writing may be in the form of the proposed engagement letter:

a.         The scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the Fund, relating to the service; and

b.         Any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor and any person (other than the Fund) with respect to the promoting, marketing, or recommending of a transaction covered by the service;

2. Discuss with the Audit Committee the potential effects of the services on the independence of the Auditor; and

3. Document the substance of its discussion with the Audit Committee.

All Other Auditor Services

The Audit Committee may pre-approve non-audit services classified as “All other services” that are not categorically prohibited by the SEC, as listed in Exhibit 1 to this policy.

Pre-Approval Fee Levels or Established Amounts

Pre-approval of estimated fees or established amounts for services to be provided by the Auditor under general or specific pre-approval policies will be set periodically by the Audit Committee. Any proposed fees exceeding 110% of the maximum estimated pre-approved fees or established amounts for pre-approved audit and non-audit services will be reported to the Audit Committee at the quarterly Audit Committee meeting and will require specific approval by the Audit Committee before payment is made. The Audit Committee will always factor in the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services and in determining whether to approve any additional fees exceeding 110% of the maximum pre-approved fees or established amounts for previously pre-approved services.

Procedures

On an annual basis, the Auditor will submit to the Audit Committee for general pre-approval, a list of non-audit services that the Funds or Service Affiliates of the Funds may request from the Auditor. The list will describe the non-audit services in reasonable detail and will include an estimated range of fees and such other information as the Audit Committee may request.

Each request for services to be provided by the Auditor under the general pre-approval of the Audit Committee will be submitted to the Funds’ Treasurer (or his or her designee) and must include a detailed description of the services to be rendered. The Treasurer or his or her designee will ensure that such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed at the next quarterly scheduled Audit Committee meeting of any such services for which the Auditor rendered an invoice and whether such services and fees had been pre-approved and if so, by what means.

Each request to provide services that require specific approval by the Audit Committee shall be submitted to the Audit Committee jointly by the Funds’ Treasurer or his or her designee and the Auditor, and must include a joint statement that, in their view, such request is consistent with the pre-approval policies and procedures and the SEC Rules.

Each request to provide Tax services under either the general or specific pre-approval of the Audit Committee will describe in writing: (i) the scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the audit client, relating to the service; and (ii) any compensation arrangement or other agreement between the Auditor and any person (other than the audit client) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will discuss with the Audit Committee the potential effects of the services on the Auditor’s independence and will document the substance of the discussion.

Non-audit services pursuant to the de minimis exception provided by the SEC Rules will be promptly brought to the attention of the Audit Committee for approval, including documentation that each of the conditions for this exception, as set forth in the SEC Rules, has been satisfied.

On at least an annual basis, the Auditor will prepare a summary of all the services provided to any entity in the investment company complex as defined in section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of the engagement and the fees associated with those services.

The Audit Committee has designated the Funds’ Treasurer to monitor the performance of all services provided by the Auditor and to ensure such services are in compliance with these policies and procedures. The Funds’ Treasurer will report to the Audit Committee on a periodic basis as to the results of such monitoring. Both the Funds’ Treasurer and

management will immediately report to the Chairman of the Audit Committee any breach of these policies and procedures that comes to the attention of the Funds’ Treasurer or senior management.

Exhibit 1 to Pre-Approval of Audit and Non-Audit Services Policies and Procedures

Conditionally Prohibited Non-Audit Services (not prohibited if the Fund can reasonably conclude that the results of the service would not be subject to audit procedures in connection with the audit of the Fund’s financial statements)

• Bookkeeping or other services related to the accounting records or financial statements of the audit client

• Financial information systems design and implementation

• Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

• Actuarial services

• Internal audit outsourcing services

Categorically Prohibited Non-Audit Services

• Management functions

• Human resources

• Broker-dealer, investment adviser, or investment banking services

• Legal services

• Expert services unrelated to the audit

• Any service or product provided for a contingent fee or a commission

• Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance

• Tax services for persons in financial reporting oversight roles at the Fund

• Any other service that the Public Company Oversight Board determines by regulation is impermissible.

(f) Not applicable.

(g) PwC billed the Registrant aggregate fees of $408,510 for the fiscal year ended April 30, 2014 and $419,580 for the fiscal year ended April 30, 2013 for non-audit services rendered to the Registrant.

PwC did not bill any fees for non-audit services rendered to the Registrant’s investment adviser (not including any Sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any entity controlling, controlled by or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant for the fiscal years ended April 30, 2014 and April 30, 2013.

(h) Not applicable.

Item 5. Audit Committee of Listed Registrants.

(a) The Registrant has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, which consists solely of independent trustees. The Audit Committee members are, Marc M. Kole, Gary R. Wicker and Donald H. Wilson.

(b) Not applicable

Item 6. Schedule of Investments.

(a) The Schedules of Investments are included as a part of the report to shareholders filed under Item 1 of this Form N-CSR.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.

Item 11. Controls and Procedures.

a) Based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the Registrant’s President (principal executive officer) and Treasurer (principal financial officer) have concluded that such disclosure controls and procedures are effective.

b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Code of Ethics is attached as Exhibit 99.CODEETH.

(a)(2) Certifications of the Registrant’s President and Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached as Exhibit 99.CERT.

(a)(3) Not applicable.

(b) Certifications of the Registrant’s President and Treasurer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) PowerShares Exchange-Traded Fund Trust

By:	/s/ Andrew Schlossberg
Name:	Andrew Schlossberg
Title:	President
Date:	July 7, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Andrew Schlossberg
Name:	Andrew Schlossberg
Title:	President
Date:	July 7, 2014

By:	/s/ Steven Hill
Name:	Steven Hill
Title:	Treasurer
Date:	July 7, 2014