PowerSharesInvesco Exchange-Traded Fund Trust II
301 West Roosevelt

Invesco India Exchange-Traded Fund Trust

Invesco Actively Managed Exchange-Traded Fund Trust

Invesco Actively Managed Exchange-Traded Commodity Fund Trust

and

Invesco Exchange-Traded Self-Indexed Fund Trust

3500 Lacey Road,
Wheaton, Suite 700

Downers Grove, Illinois 6018760515

Dated July 2, 2019

JOINT PROXY STATEMENT

FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS
To be held on June 20, 2013

TO BE HELD ON AUGUST 19, 2019

This joint proxy statement (“Joint Proxy Statement”) is being furnished by the Board of Trustees (the "Board") of PowerShares Exchange-Traded Fund Trust II (the "Trust")to you in connection with the solicitation of proxies by the Boards of Trustees (each a “Board,” and collectively, the “Board”) of Invesco Exchange-Traded Fund Trust (“Trust I”), Invesco Exchange-Traded Fund Trust II (“Trust II”), Invesco India Exchange-Traded Fund Trust (“India Trust”), Invesco Actively Managed Exchange-Traded Fund Trust (“Active Trust”), Invesco Actively Managed Exchange-Traded Commodity Fund Trust (“Commodity Trust”) and Invesco Exchange-Traded Self-Indexed Fund Trust (“Self-Index Trust,” and collectively, with Trust I, Trust II, India Trust, Active Trust and Commodity Trust, the “Trusts” with each individually being a “Trust,” and each series of a Trust referred to as a “Fund,” and collectively as the “Funds”) to be voted at thea joint special meeting of shareholders of each portfolio of the Trust listedTrusts on Appendix A (each, a "Fund," and collectively, the "Funds") to be held on June 20, 2013,August 19, 2019 at 3:10:00 p.m. (Central Time)a.m., Central Time, at the offices of Invesco PowerShares Capital Management LLC (the "Adviser" or "PowerShares")the Trusts, 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515, and at 301 West Roosevelt Road, Wheaton, Illinois 60187 or any adjournments thereof. Theor postponements thereof (the “Meeting”).

This Joint Proxy Statement provides you with information you should review before voting on the matter listed in the Notice of Joint Special Meeting of Shareholders. Much of the information in this proxy statementJoint Proxy Statement is required under rules of the Securities and Exchange Commission (“SEC”). If there is anything you do not understand, you may call1-866-769-1290 for assistance. This Joint Proxy Statement, the Notice of Joint Special Meeting of Shareholders and related proxy card(s) are expected to bewere first mailed to shareholders of the Funds beginning on or about May 20, 2013.July 9, 2019.

Proposals/

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Proposal; Shareholders Entitled to Vote

The Meeting is being called to ask shareholders to consider and vote on the following proposal (the “Proposal”), which is described more fully below:

The Board of each Trust has unanimously approved and recommends that you vote “FOR” all nominees in the Proposal.

Shareholders of record of the Funds as of the close of business on June 25, 2019 (the “Record Date”) are entitled to attend and to vote at the Meeting. As of April 22, 2013,the Record Date, the number of shares of each Fund outstanding and entitled to vote at the meeting isMeeting are set forth in Appendix A. Each full share

The Meeting will be entitled to one voteheld at the meetingoffices of the Trusts, 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515. Shareholders who are eligible to vote and each fractionwho intend to attend the Meeting in person will need to bring proof of share ownership, such as a share will be entitledshareholder statement or letter from a custodian or broker-dealer confirming ownership, as of the Record Date, and a valid picture identification, such as a driver’s license or passport, for admission to the proportionate fractional vote. The proposals to be voted on (each, a "Proposal," and collectively, the "Proposals") and the shareholders who may vote on them are provided below:

ProxiesMeeting.

If you do not expect to be present at the meetingMeeting and wish to vote your shares, please vote your proxy in accordance with the instructions included on the enclosed proxy card(s). If your proxy is properly returned, shares represented by it will be voted at the meetingMeeting in accordance with your instructions for athe Proposal. If your proxy is properly executed and returned and no choice is specified on the proxy with respect to athe Proposal, the proxy will be votedFOR the approval of the Proposal andnominees in accordance with the judgment of the persons appointed as proxies upon any other matter that may properly come before the meeting.Proposal. Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is voted by delivering a written notice of revocation, by delivering a subsequently dated proxy by mail, telephone or the internetInternet or by attending and voting in person at the meeting.Meeting. If you revoke a previous proxy, your vote will not be counted unless you submit a subsequent proxy or appear at the meetingMeeting and vote in person or legally appoint another proxy to vote on your behalf.

If you own your shares through a bank, broker-dealer or other third-party intermediary who holds your shares of record, and you wish to attend the meetingMeeting and vote your shares or revoke a previous proxy at the meeting,Meeting, you must request a legal proxy from thesuch bank, broker-dealer or other third-party intermediary.

If your proxy has not been revoked, the shares represented by the proxy will be cast at the meetingMeeting and any adjournments thereof. Attendance by a shareholder at the meetingMeeting does not, in itself, revoke a proxy.

The Board of Trustees of the Trust has approved and recommends that you vote

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TO ASSURE THE PRESENCE OF A QUORUM AT THE MEETING, PLEASE PROMPTLY EXECUTE AND RETURN THE ENCLOSED PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR each Proposal.YOUR CONVENIENCE. ALTERNATIVELY, YOU MAY VOTE BY TELEPHONE OR THROUGH THE INTERNET AT THE NUMBER OR WEBSITE ADDRESS PRINTED ON THE ENCLOSED PROXY CARD.

PROPOSAL 1

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PROPOSAL: TO ELECT EIGHT (8)TEN (10) TRUSTEES TO THE BOARD OF TRUSTEES OF THEEACH TRUST

ShareholdersSummary of the Funds are beingProposal

At the Meeting, shareholders of each Trust will be asked to elect the following eight10 nominees to serve as Trustees on the Board:Board of each Trust: Mr. Ronn R. Bagge, Mr. Todd J. Barre, Mr. Kevin M. Carome, Admiral Edmund P. Giambastiani, Jr., Ms. Victoria J. Herget, Mr. Marc M. Kole, Mr. Yung Bong Lim, Philip M. Nussbaum,Ms. Joanne Pace, Mr. Gary R. Wicker and Mr. Donald H. WilsonWilson.

The 10 nominees currently are Trustees, and Kevin M. Carome.

Allrepresent the entirety of the nominees (exceptBoards of Trust II, Commodity Trust and Self-Index Trust. Seven of the Trustees – Messrs. Bagge, Barre, Carome, Kole, Lim, Wicker and Lim)Wilson – were elected to the Board of each Trust by a vote of such Trust’s shareholders. In April 2019, those seven Trustees appointed the other three Trustees – Admiral Giambastiani, Ms. Herget and Ms. Pace – to serve as Trustees on the Board of each of Trust II, Commodity Trust and Self-Index Trust.

The Boards of Trust I, India Trust and Active Trust currently consists of seven Trustees: Messrs. Bagge, Barre, Carome, Kole, Lim, Wicker and Wilson. Five of those Trustees – Messrs. Bagge, Barre, Carome, Kole and Wilson – were elected to the Board of each Trust by a vote of such Trust’s shareholders. In 2013, those five Trustees appointed the other two Trustees – Messrs. Lim and Wicker – to serve as Trustees on the Board of each of Trust I, India Trust and Active Trust. Admiral Giambastiani, Ms. Herget and Ms. Pace currently do not serve as Trustees of theTrust I, India Trust or Active Trust. Messrs. Barre and

Except for Mr. Carome, were appointed by the other Trustees to serve as members of the Board of the Trust effective February 1, 2010. At a meeting held on March 7, 2013, the Board of the Trust, upon the recommendation of the Nominating and Governance Committee of the Board, nominated each Trustee nominee for electionis not considered to the Board. Messrs. Wicker and Lim werebe an “interested person” of each recommended by a current Independent Trustee (as defined below).

All of the Trustee nominees (except Mr. Carome) are not "interested persons" of the Trust, as such term is defined in the Investment Company Act of 1940, (the "1940 Act"as amended (“1940 Act”) (the "Independent Trustees"(an “Independent Trustee”). With the exception of Mr. Carome, should a trustee nominee be elected to the Board of a Trust by that Trust’s shareholders, it is expected that such nominee would qualify as an Independent Trustee. Mr. Carome is considered to be an "interested person"“interested person” of theeach Trust as defined in the 1940 Act (the "Interested Trustee"“Interested Trustee”), because of his affiliation with PowerShares.Invesco Capital Management LLC, the Trusts’ investment adviser (the “Adviser”).

Background About the Proposal

Recently, Invesco Ltd. (“Invesco”), the corporate parent of the Adviser, and Massachusetts Mutual Life Insurance Company (“MassMutual”), an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries, including OFI Advisors, LLC, the investment adviser to the Oppenheimer Funds and ETFs (collectively, “Oppenheimer” and the “Oppenheimer Funds”), completed a transaction whereby Invesco acquired Oppenheimer, MassMutual’s asset management affiliate (the “Transaction”). In connection with the Transaction, the assets and liabilities of each Oppenheimer ETF were

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transferred to a corresponding, newly formed series of Trust II or Self-Index Trust (the “Reorganizations”). In light of the Transaction and the Reorganizations and the increase in the number of Funds and assets overseen by the Board, the Board sought to increase the size of the Board from eight to 10 Board seats and to fill the vacancies.

At a joint meeting of the Board held on April 11, 2019, the Board appointed Admiral Giambastiani, Ms. Herget and Ms. Pace, each a former trustee of the Oppenheimer Funds as Trustees of Trust II, Commodity Trust and Self-Index Trust. However, pursuant to requirements of the 1940 Act that limit the number of board members that may be appointed by the trustees of a trust, Admiral Giambastiani, Ms. Herget and Ms. Pace cannot be appointed by the Trustees to the Boards of Trust I, India Trust and Active Trust. Instead, they must be elected to the Boards of those Trusts by a vote of each respective Trust’s shareholders. Therefore, at the joint meeting held on April 11, 2019, the Board, at the recommendation of its Nominating and Governance Committee (which consists solely of Independent Trustees), nominated Admiral Giambastiani, Ms. Herget and Ms. Pace for election to the Board of each Trust. Among other things, the Nominating and Governance Committee and the Board considered the background, experience and attributes of each of Admiral Giambastiani, Ms. Herget and Ms. Pace, including their experience with the Oppenheimer Funds, and how the attributes of Admiral Giambastiani, Ms. Herget and Ms. Pace were expected to assist the Board in carrying out its duties to the Trusts.

The Board is asking shareholders of each Trust to elect all 10 nominees to the Board of such Trust, even though certain nominees currently serve as Trustees on the Board of certain Trusts. In light of the 1940 Act’s requirements, shareholders’ election of the 10 nominees as Trustees of each Trust will provide the Board with maximum flexibility to replace Trustees going forward, as needed, without incurring the time and expense of unnecessary proxy solicitation.

Information about the Trustee Nominees

The persons named as proxies in the form of proxy that accompanies this Joint Proxy Statement intend to vote at the MeetingFOR the election of each Trustee nominee set forth below (unless directed not to vote). All Trustee nominees have indicated that they will serve on the Board, and the Board has no reason to believe that any of them will be unavailable to serve as Trustees. If the nominees are unavailable to serve for any reason, the persons named as proxies will vote for such other nominees nominated by the Nominating and Governance Committee. Under each Trust’s respective Declaration of Trust andBy-Laws, a Trustee serves an indefinite term, until the next shareholder election or until his or her successor is elected and qualified, or until his or her death, resignation, retirement or removal (as provided in each Trust’s respective Declaration of Trust andBy-Laws). The Trustees have adopted a retirement policy applicable to each Trust, whereby a Trustee will not bere-nominated for election by shareholders in the calendar year of the Trustee’s 75^th birthday or, if a Trust does not hold an election by shareholders in such year, the Trustee’s retirement will take effect no later than the end of the calendar year of his or her 75^th birthday.

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Independent Trustee Nominees

The nine Independent Trustee nominees, their term of office and length of time served (including, for those Independent Trustee nominees who do not currently serve as Trustees of the Trust,(or the length of time served should they be elected by shareholders)shareholders, as applicable), their principal business occupations during the past five years, the number of portfolios in the Fund Complex (all open-end and closed-end funds for which PowerShares or its affiliates serve as investment adviser) overseen by the Independent Trustee nominees (including, for those Independent Trustee nominees who do not currently serve as Trustees of the Trust,(or the number of portfolios they will oversee should they be elected by shareholders)shareholders, as applicable) and other directorships, if any, held by the Independent Trustee nominees are shown below. The information in“Fund Complex” includes all open andclosed-end funds (including all of their portfolios) advised by the following table is asAdviser and any affiliated person of May 10, 2013.the Adviser. The “Fund Family” consists of the Trusts.

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7

8

9

10

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

**  Upon election by shareholders.

The Interested Trustee nominee and the executive officersNominee

Mr. Carome is an Interested Trustee by virtue of his position as an officer of the Trust, theirAdviser. His term of office and length of time served, theirhis principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Interested Trustee nomineeMr. Carome and the other directorships, if any, held by the Interested Trustee nominee,Mr. Carome, are shown below. The information in the following table is as of May 10, 2013, unless otherwise indicated.

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Officers

The Board has appointed officers who are responsible for theday-to-day business decisions based on policies it has established. The executive officers of the Trust, their

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term of office and length of time served and their principal business occupations during the past five years are also shown below.

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

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15

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

Responsibilities of the BoardExperience, Qualifications and Attributes

The primary responsibility of the Board is to represent the interests of the Funds and to provide oversight of the management of Funds, including oversight of the duties performed by the Adviser for the Funds under the investment advisory agreement for each Fund. The Board generally meets in regularly scheduled

meetings five times a year, and may meet more often as required. During the Trust's fiscal year ended October 31, 2012, the Board held seven meetings.

The Board has an Audit Committee, consisting of all of the Board's Independent Trustees. The Board has adopted a written charter of the Audit Committee. The Audit Committee has the responsibility, among other things, to: (i) approve and recommend to the Board the selection of the Trust's independent registered public accounting firm, (ii) review the scope of the independent registered public accounting firm's audit activity, (iii) review the audited financial statements and (iv) review with such independent registered public accounting firm the adequacy and the effectiveness of the Trust's internal controls over financial reporting. During the Trust's fiscal year ended October 31, 2012, the Audit Committee held four meetings.

The Board also has a Nominating and Governance Committee consisting of all of the Board's Independent Trustees. The Board has adopted a written charter of the Nominating and Governance Committee, which is attached as Appendix B. The Nominating and Governance Committee has the responsibility, among other things, to identify and recommend individuals for Board membership and evaluate candidates for Board membership. The Nominating and Governance Committee may consider a number of factors in evaluating Board candidates, including a candidate's background, skills, experience and ability to carry out the responsibilities of the Board. The Nominating and Governance Committee generally believes that diversity of backgrounds, skills and experience benefits the Board, but has not adopted a formal policy in this regard. The Board will consider recommendations for trustees from shareholders. Nominations from shareholders should be in writing and sent to the Secretary of the Trust to the attention of the Chairman of the Nominating and Governance Committee. During the fiscal year ended October 31, 2012, the Nominating and Governance Committee of the Trust held four meetings.

Shareholders may send communications to the Trust's Board by addressing the communications directly to the Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members). Shareholders may send the communication to either the Trust's office or directly to such Board members at the address specified for each Trustee. Management will review and generally respond to other shareholder communications the Trust receives that are not directly addressed and sent to the Board. Such communications will be forwarded to the Board at management's discretion based on the matters contained therein.

Mr. Wilson, one of the Independent Trustees, serves as the chair of the Board (the "Independent Chair"). The Independent Chair, among other things, chairs the Board meetings, participates in the preparation of the Board agendas and serves as a liaison between, and facilitates communication among, the other Independent Trustees, the full Board, the Adviser and other service providers with respect to

Board matters. The Chairs of the Audit Committee and Nominating and Governance Committee also serve as liaisons between the Adviser and other service providers and the other Independent Trustees for matters pertaining to the respective Committee. The Board believes that its current leadership structure is appropriate taking into account the assets and number of funds overseen by the Trustees, the size of the Board and the nature of the funds' business, as the Interested Trustee and officers of the Trust provide the Board with insight as to the daily management of the funds, while the Independent Chair promotes independent oversight of the funds by the Board.

Each Fund is subject to a number of risks, including operational, investment and compliance risks. The Board, directly and through its Committees, as part of its oversight responsibilities, oversees the services provided by the Adviser and the Trust's other service providers in connection with the management and operations of a Fund, as well as their associated risks. Under the oversight of the Board, the Trust, the Adviser and other service providers have adopted policies, procedures and controls to address these risks. The Board, directly and through its Committees, receives and reviews information from the Adviser, other service providers, the Trust's independent registered public accounting firm, Trust counsel and counsel to the Independent Trustees to assist it in its oversight responsibilities. This information includes, but is not limited to, reports regarding a Fund's investments, including Fund performance and investment practices, valuation of Fund portfolio securities, and compliance. The Board also reviews, and must approve any proposed changes to, a Fund's investment objective, policies and restrictions, and reviews any areas of non-compliance with a Fund's investment policies and restrictions. The Audit Committee monitors the Trust's accounting policies, financial reporting and internal control system and reviews any internal audit reports impacting the Trust. As part of its compliance oversight, the Board reviews the annual compliance report issued by the Trust's Chief Compliance Officer on the policies and procedures of the Trust and its service providers, proposed changes to those policies and procedures and quarterly reports on any material compliance issues that arose during the period.

Compensation of Trustees

Effective January 1, 2013, for services as a Trustee of the "Fund Family," which consists of the Trust and three other exchange-traded fund trusts advised by PowerShares, each Independent Trustee receives an annual retainer of $225,000 (the "Retainer"). Prior to January 1, 2013, each current Independent Trustee received a Retainer of $195,000. The Retainer is allocated half pro rata among all the funds in the Fund Family and the other half is allocated among all of the funds in the Fund Family based on average net assets. Effective January 1, 2012, Mr. Wilson receives an additional $70,000 per year for his service as the Independent Chair, allocated in the same manner as the Retainer. For the year ended December 31, 2011, Mr. Wilson received an additional $40,000 per year for

his service as the lead Independent Trustee. The chair of the Audit Committee receives an additional fee of $25,000 per year and the chair of the Nominating and Governance Committee receives an additional fee of $15,000 per year, all allocated in the same manner as the Retainer. Each Trustee also is reimbursed for travel and other out-of-pocket expenses incurred in attending Board and committee meetings. The Interested Trustee does not receive any compensation from the Funds for his service as a Trustee.

The Trust has a deferred compensation plan (the "DC Plan"), which allows each Independent Trustee to defer payment of all, or a portion, of the fees the Independent Trustee receives for serving on the Board throughout the year. Each eligible Independent Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one to five of the Funds in the Fund Complex that are offered as investment options under the DC Plan. At the Independent Trustee's election, distributions may be either in one lump sum payment, or in the form of equal annual installments over a period of years designated by the Trustee. The rights of an eligible Independent Trustee and the beneficiaries to the amounts held under the DC Plan are unsecured, and such amounts are subject to the claims of the creditors of the Funds. The Independent Trustees are not eligible for any pension or profit sharing plan in their capacity as Trustees.

The table below shows the compensation paid to the trustees for the Trust's fiscal year ended October 31, 2012.

⁽¹⁾  The amounts shown in this column represent the aggregate compensation paid by all funds of the trusts in the Fund Family for the fiscal year ended October 31, 2012 before deferral by the Trustees under the DC Plan. The amounts shown for Messrs. Bagge and Nussbaum include $21,000 and $195,000, respectively, of deferred compensation pursuant to the DC Plan.

⁽²⁾  Messrs. Wicker and Lim did not serve on the board of any trust in the Fund Family during the fiscal year ended October 31, 2012, and therefore did not receive any compensation from the trusts in the Fund Family during the most recently completed fiscal year.

Experience, Qualifications and Attributes

As noted above, the Nominating and Governance CommitteeTrusts is responsible for identifying, evaluating and recommending trustee candidates.candidates to the Board. The Nominating and Governance Committee reviews the background and the educational, business and professional experience of trustee candidates and the candidates'candidates’ expected contributions to the Board. Trustees nominatedselected to serve on the Board are expected to possess relevant skills and experience, time availability and the ability to work well with the other Trustees. In addition to thesethose qualities and based on each Trustee nominee'snominee’s experience, qualifications and attributes and the nominees’ combined

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contributions or anticipated contributions to the Board, the following is a brief summary of the information that led to the conclusion that each Trustee nominee should serve as a Trustee.

Independent Trustee Nominees

Ronn R. Bagge. Mr. Bagge has served as a trustee and Chairman of the Nominating and Governance Committee with the Fund Family since 2003.2003 and as Vice Chair with the Fund Family since 2018. He founded YQA Capital Management, LLC in 1998 and has since served as a principal. Mr. Bagge serves as a Trustee and a member of the Investment Oversight Committee of Mission Aviation Fellowship. Previously, Mr. Bagge was the owner and CEO of Electronic Dynamic Balancing Company from 1988 to 2001. He began his career as a securities analyst for institutional investors, including CT&T Asset Management and J.C. Bradford & Co. The Board considered that Mr. Bagge has served as a board member or advisor for several privately held businesses and charitable organizations and the executive, investment and operations experience that Mr. Bagge has gained over the course of his career and through his financial industry experience.

Todd J. Barre. Mr. Barre has served as a trustee with the Fund Family since 2010. He has served as Assistant Professor of Business at Trinity Christian College since 2010.from 2010 to 2016. Previously, he served in various positions with BMO Financial Group/Harris Private Bank, including 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). From 1983 to 1994, Mr. Barre was with the Office of the Manager of Investments at Commonwealth Edison Co. He also was a staff accountant at Peat Marwick Mitchell & Co. from 1981 to 1983. The Board considered the executive, financial and investment experience that Mr. Barre has gained over the course of his career and through his financial industry experience.

Edmund P. Giambastiani, Jr. Admiral Giambastiani has served as a trustee with the Fund Family since 2019. He founded Giambastiani Group LLC in 2007 and has since served as its President. He has served as Director of The Boeing Company since 2009, as Director of THL Credit, Inc. since 2016, as Trustee of the U.S. Naval Academy Foundation Athletic & Scholarship Program since 2010, as an Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory since 2010, as Trustee of MITRE Corporation since September 2008 and as a Defense Advisory Board Member of Lawrence Livermore National Laboratory 2013. Previously, he served as Trustee of certain funds in the Oppenheimer Funds complex (2013-2019), an Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (2012-2016), Director of Mercury Defense Systems Inc. (2011-2013), Independent Director of QinetiQ Group Plc (2008-2011), Chairman (2015-2016), Lead Director (2011-2015) and Director (2008-2011) of Monster Worldwide, Inc., and Chairman of Alenia North America, Inc. (2008-2009) and Director of SRA

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International, Inc. (2008-2011). Admiral Giambastiani also served in the United States Navy as a career nuclear submarine officer (1970-2007), as Seventh Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), as the first NATO Supreme Allied Commander Transformation (2003-2005) and Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Directors of National Intelligence and Central Intelligence Agency. He recently completed serving as a federal commissioner on the Military Compensation and Retirement Modernization Commission. The Board considered the executive and operations experience that Admiral Giambastiani has gained over the course of his career and through his financial industry experience.

Victoria J. Herget. Ms. Herget has served as a trustee with the Fund Family since 2019. She has served as Trustee of Mather LifeWays since 2001, as Chair (2010-2017) and Trustee of Newberry Library since 2000, and as Trustee of Chikaming Open Lands since 2014. Previously, she served as Board Chair (2008-2015) and Director (2004-2018) of United Educators Insurance Company, as Trustee of certain funds in the Oppenheimer Funds complex (2012-2019) and as Independent Director of the First American Funds (2003-2011). Ms. Herget served as Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (and its predecessor firms), as Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College and as Trustee of BoardSource (2006-2009) and Chicago City Day School (1994-2005). The Board considered the executive, financial and investment experience that Ms. Herget has gained over the course of her career and through her financial industry experience.

Marc M. Kole. Mr. Kole has served as a trustee with the Fund Family since 2006 and Chairman of the Audit Committee with the Fund Family since 2008. He has been the Senior Director of Finance of By the Hand Club for Kids since 2015. Previously, he was the Chief Financial Officer of Hope Network from 2008 to 2012. Previously,2012 and he was the Assistant Vice President and Controller at Priority Health from 2005 to 2008, Senior Vice President of FinanceRegional Chief Financial Officer of United Healthcare from 2004 to 2005(2005), Chief Accounting Officer and Senior Vice President of Finance of Oxford Health Plans from 2000 to 2004.2004 and Audit Partner at Arthur Andersen LLP from 1996 to 2000. Mr. Kole has served as Treasurer (2018-Present), Finance Committee Member (2015-Present) and Audit Committee Member (2015) of Thornapple Evangelical Covenant Church and previously served as Board and Finance Committee Member (2009-2017) and Treasurer (2010-2015, 2017) of NorthPointe Christian Schools. The Board of the Trust has determined that Mr. Kole isqualifies as an "audit“audit committee financial expert"expert” as defined by the Securities and Exchange Commission ("SEC").SEC. The Board

considered the executive, financial and operations experience that Mr. Kole has gained over the course of his career and through his financial industry experience.

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Yung Bong Lim. Mr. Lim has served as a trustee with the Fund Family since 2013.2013 and Chairman of the Investment Oversight Committee with the Fund Family since 2014. He has served asbeen a Managing Partner for Residential Dynamics Groupof RDG Funds LLC since 2008. Previously, he was a Managing Director and the Head of the Securitized Products Group of Citadel Investment Group, L.L.C. (1999 to 2007)LLC (1999-2007). Prior to his employment with Citadel Investment Group, L.L.C.,LLC, he was a Managing Director with Salomon Smith Barney.Brothers Inc. Mr. Lim has served as an Advisory Board Member of Performance Trust Capital Partners, LLC (2008-Present) and as a Board Director of Beacon Power Services, Corp. (2019-Present). The Board considered the executive, financial, operations and operationsinvestment experience that Mr. Lim has gained over the course of his career and through his financial industry experience.

Mr. NussbaumJoanne Pace. Ms. Pace has served as a trustee with in the Fund Family since 2003. He2019. She has served as Board Director of Horizon Blue Cross Blue Shield of New Jersey since 2012, as an Advisory Board Director of The Alberleen Group LLC since 2012, as Governing Council Member (since 2016) and Chair of Education Committee (since 2017) of Independent Directors Council (IDC), as a Board Member of 100 Women in Finance since 2015 and as an Advisory Council Member of Morgan Stanley Children’s Hospital since 2012. Previously, she has served as Trustee of certain funds in the ChairmanOppenheimer Funds complex (2012-2019), as Senior Advisor of Performance TrustSECOR Asset Management, LP (2010-2011), as Managing Director and Chief Operating Officer of Morgan Stanly Investment Management (2006-2010) and as Partner and Chief Operating Officer of FrontPoint Partners, LLC (2005-2006). Ms. Pace also held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005); Global Head of Operations and Product Control (2003-2004). She held the following positions at Morgan Stanley: Managing Director (1997-2003); Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Partners since 2004 and was the Executive Vice President of Finance from 1994 to 1999. Mr. NussbaumManagement (1998-1999). She also served as ManagingLead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012), as Board Director of the Communication Institute from 2002 to 2003. Prior to joining Performance Trust Capital Partners in 1994, he was a Vice President at Clayton Brown & Associates. Before that, he was a senior examiner with the Financial Markets UnitManaged Funds Association (2008-2010) and as Board Director of the Federal Reserve Bank of Chicago.Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). The Board of the Trust has determined that Mr. Nussbaum isMs. Pace qualifies as an "audit“audit committee financial expert"expert” as defined by the SEC. The Board considered the executive, financial, investmentoperations and operationsinvestment experience that Mr. NussbaumMs. Pace has gained over the course of hisher career and through hisher financial industry experience.

Gary R. Wicker. Mr. Wicker has served as a trustee with the Fund Family since 2013. He has served as Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries since 2013. Previously, he was the Executive Vice President and Chief Financial Officer forof Zondervan Publishing from 2007 to 2012. Previously,Prior to his employment with Zondervan Publishing, he held various positions with divisions of theThe Thomson Corporation, including Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief

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Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999). Prior to that, Mr. Wicker was a Senior Manager ofin the Audit and Business Advisory Services Group of Price Waterhouse (1985-1996)(1994-1996). Mr. Wicker has served as a Board Member and Treasurer of Our Daily Bread Ministries Canada (2015-Present) and as a Board and Finance Committee Member of West Michigan Youth For Christ (2010-Present). The Board of the Trust has determined that Mr. Wicker isqualifies as an "audit“audit committee financial expert"expert” as defined by the SEC. The Board considered the executive, financial and operations experience that Mr. Wicker has gained over the course of his career and through his financial industry experience.

Donald H. Wilson. Mr. Wilson has served as a trustee with the Fund Family since 2006 and as the Independent Chair with the Fund Family since 2012. He also served as lead Independent Trustee in 2011. Mr. WilsonHe has served as the Chairman, President and Chief Executive Officer of McHenry Bancorp Inc. and McHenry Savings Bank since 2018. He has served as the Chairman and Chief Executive Officer of Stone Pillar Advisers,Advisors, Ltd. since 2010. Previously, he was President and Chief Executive Officer of Stone Pillar Investments, Ltd. (2016-2018). He was also the Chairman, President and Chief Executive Officer of Community Financial Shares, Inc. and its subsidiary, Community Bank—Wheaton/Glen Ellyn (2013-2015). He also was the Chief Operating Officer (2007-2009) and Executive Vice President and Chief Financial Officer (2006-2007) of AMCORE Financial, Inc. Mr. Wilson also served as Senior Vice President and Treasurer of Marshall & Ilsley Corp. from 1995 to 2006. He started his career with the Federal Reserve Bank of Chicago, serving in several roles in the bank examination division and the economic research division. Mr. Wilson has served as a Director of Penfield Children’s Center (2004-Present) and as Board Chairman of Gracebridge Alliance, Inc. (2015-Present). The Board of

the Trust has determined that Mr. Wilson isqualifies as an "audit“audit committee financial expert"expert” as defined by the SEC. The Board considered the executive, financial and operations experience that Mr. Wilson has gained over the course of his career and through his financial industry experience.

Interested Trustee Nominee

Kevin M. Carome. Mr. Carome has served as a trustee with the Fund Family since 2010. He has served as the Senior Managing Director Secretary and General Counsel of Invesco Ltd. since 2006,2007 and has held various senior executive positions with Invesco Ltd. since 2003. Previously, he served in various positions with Liberty Financial Companies, Inc., including Senior Vice President and General Counsel (2000-2001), General Counsel of certain investment management subsidiaries (1998-2000) and Associate General Counsel (1993-1998). Prior to his employment with Liberty Financial Companies, Inc., Mr. Carome was an associate with Ropes & Gray LLP. The Board considered Mr. Carome'sCarome’s senior executive position with Invesco Ltd.

Share Ownership Information

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Board Leadership Structure

The dollar rangeBoards of shares beneficially ownedTrust II, Commodity Trust and Self-Index Trust currently are composed of each Trustee nominee. The Boards of Trust I, India Trust and Active Trust currently are composed of each Trustee nominee, except Admiral Giambastiani, Ms. Herget and Ms. Pace. Each Board is responsible for oversight of the Funds that are series of its respective Trust, including oversight of the duties performed by the Adviser for such Funds under the respective investment advisory agreements between the Adviser and each Trust, on behalf of the Funds (the “Investment Advisory Agreements”). The Board generally meets in regularly scheduled meetings five times a year and may meet more often as required. Information on the number of meetings held by the Board of each Fund,Trust during the Trust’s most recently completed fiscal year is set forth in Appendix B. During the most recently completed fiscal year for each Trust, each Trustee then serving in such capacity attended at least 75% of the meetings of Trustees and of any Committee of which he is a member.

Mr. Wilson, one of the Independent Trustees, serves as wellthe chair of the Board (the “Independent Chair”). The Independent Chair, among other things, chairs the Board meetings, participates in the preparation of the Board agendas and serves as on an aggregate basisa liaison between, and facilitates communication among, the other Independent Trustees, the full Board, the Adviser and other service providers with respect to Board matters. Mr. Bagge, as Chair of the Nominating and Governance Committee, serves as vice chair of the Board (the “Vice Chair”). In the absence of the Independent Chair, the Vice Chair is responsible for all of the Independent Chair’s duties and may exercise any of the Independent Chair’s powers. The Chairs of the Audit Committee, Investment Oversight Committee and Nominating and Governance Committee also serve as liaisons between the Adviser and other service providers and the other Independent Trustees for matters pertaining to their respective Committees. The Board believes that its current leadership structure is appropriate taking into account the assets and number of funds in the Fund Family overseen by the Trustees, the size of the Board and the nature of the Funds’ business, as the Interested Trustee and officers of the Trusts provide the Board with insight as to the daily management of the Funds while the Independent Chair promotes independent oversight of the Funds by the Board.

Risk Oversight

The Funds are subject to a number of risks, including operational, investment and compliance risks. The Board, directly and through its Committees, as part of its oversight responsibilities, oversees the services provided by the Adviser and the Trusts’ other service providers in connection with the management and operations of the Funds, as well as their associated risks. Under the oversight of the Board, the Trusts, the Adviser and other service providers have adopted policies, procedures and controls to address these risks. The Board, directly and through its Committees, receives and reviews information from the Adviser, other service providers, the Trusts’ independent registered public accounting firm, Trust counsel and counsel to the

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Independent Trustees to assist it in its oversight responsibilities. This information includes, but is not limited to, reports regarding the Funds’ investments, including Fund performance and investment practices, valuation of Fund portfolio securities, and compliance. The Board also reviews, and must approve any proposed changes to, a Fund’s investment objective, policies and restrictions, and reviews any areas ofnon-compliance with a Fund’s investment policies and restrictions. The Audit Committee monitors each Trust’s accounting policies, financial reporting and internal control system and reviews any internal audit reports impacting a Trust. As part of its compliance oversight, the Board reviews the annual compliance report issued by the Trusts’ Chief Compliance Officer on the policies and procedures of the Trusts and their service providers, proposed changes to those policies and procedures and quarterly reports on any material compliance issues that arose during the period.

Committees

The Board has three standing committees: the Audit Committee, the Investment Oversight Committee and the Nominating and Governance Committee. The Board has delegated certain responsibilities to those Committees. Information about each Committee is set forth below, and information on the number of meetings held by each Committee during the most recently completed fiscal year of each Trust is set forth in Appendix B.

Audit Committee. The Audit Committee consists entirely of Independent Trustees. Messrs. Kole (Chair), Wicker and Wilson currently serve as members of the Audit Committee of the Board of each Trust. Ms. Pace also currently serves as a member of the Audit Committee of the Board of Trust II, Commodity Trust and Self-Index Trust and will serve as a member of the Audit Committee of Trust I, India Trust and Active Trust if elected as a Trustee of those Trusts. The Audit Committee has adopted a written charter. The Audit Committee has the responsibility, among other things, to: (i) approve and recommend to the Board the selection of the Trusts’ independent registered public accounting firm, (ii) review the scope of the independent registered public accounting firm’s audit activity, (iii) review the audited financial statements and (iv) review with such independent registered public accounting firm the adequacy and the effectiveness of the Trusts’ internal controls over financial reporting.

Investment Oversight Committee. The Investment Oversight Committee consists entirely of Independent Trustees. Messrs. Bagge, Barre and Lim (Chair) currently serve as members of the Investment Oversight Committee of the Board of each Trust. Ms. Herget and Admiral Giambastiani also currently serve as members of the Investment Oversight Committee of the Board of Trust II, Commodity Trust and Self-Index Trust and will serve as members of the Investment Oversight Committee of Trust I, India Trust and Active Trust if elected as Trustees of those Trusts. The Investment Oversight Committee has the responsibility, among other things, (i) to review Fund investment performance, including tracking error and correlation to a Fund’s Underlying Index (as applicable), (ii) to review any proposed changes to the

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Funds’ investment policies, comparative benchmark indices or underlying index, and (iii) to review the Funds’ market trading activities and portfolio transactions.

Nominating and Governance Committee. The Nominating and Governance Committee consists entirely of Independent Trustees. Messrs. Bagge (Chair), Barre, Kole, Lim, Wicker and Wilson currently serve as members of the Nominating and Governance Committee of the Board of each Trust. Admiral Giambastiani, Ms. Herget and Ms. Pace also currently serve as members of the Nominating and Governance Committee of the Board of Trust II, Commodity Trust and Self-Index Trust and will serve as members of the Nominating and Governance Committee of Trust I, India Trust and Active Trust if elected as Trustees of those Trusts. The Nominating and Governance Committee has the responsibility, among other things, to identify and recommend individuals for Board membership and evaluate candidates for Board membership.

Candidate Nomination Process

As noted above, the Nominating and Governance Committee identifies, evaluates and recommends candidates for Board membership. The Nominating and Governance Committee has adopted a written charter, which is attached as Appendix C. Such charter sets forth, among other things, certain criteria that the Nominating and Governance Committee uses to evaluate Board candidates. The principal criterion for selection of candidates is their ability to carry out the responsibilities of the Board; however, the Nominating and Governance Committee may consider a number of factors in evaluating Board candidates, including whether a candidate exhibits a stature commensurate with the responsibility of representing shareholders, whether a candidate has a willingness to strive for high attendance levels at regular and special meetings and participate in committee activities as needed, and whether a candidate represents the best choice available based upon thorough identification, investigation and recruitment. The Nominating and Governance Committee also will consider a candidate’s background, skills, experience and ability to carry out the responsibilities of the Board; however, different substantive areas may assume greater or lesser significance at particular times, in light of the Board’s present composition and its perceptions about future issues and needs.

The Nominating and Governance Committee generally believes that diversity of backgrounds, skills and experience benefits the Board, and it seeks candidates that will provide the Board with a broad cross section of backgrounds, functional disciplines and experience. However, the Nominating and Governance Committee has not adopted a formal policy in this regard. The Nominating and Governance Committee considers prospective candidates from any reasonable source, including from recommendations by shareholders of the Trusts. Nominations from shareholders should be in writing and sent to the Secretary of the Trusts to the attention of the Chairman of the Nominating and Governance Committee, at the address of the Trusts listed on the front page of this Joint Proxy Statement. Such candidates will be considered with any other trustee

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candidates on the basis of the same criteria described above used to consider and evaluate candidates recommended by other sources. The Trusts have not paid a fee to third parties to assist in finding nominees.

Ownership of Fund Shares

Set forth in Appendix D is information, as of December 31, 2018, regarding the dollar value of shares of the Funds beneficially owned by each Trustee nominee, as well as the aggregate dollar range of all shares owned by each Trustee nominee of Funds within the Fund Complex, as determined in accordance with Rule16a-1(a)(2) under the Securities Exchange Act of 1934, as amended. An Independent Trustee may elect to defer all, or a portion, of his or her annual compensation, which deferred amount is deemed to be invested in shares of the Funds. The amounts listed in Appendix D as “owned” shares include any shares in which a Trustee’s deferred compensation is deemed invested by that Trustee.

As of December 31, 2012 is shown in Appendix C. Unless otherwise noted in Appendix C,2018, each Trustee nominee and executive officer of the Trusts individually, and all Trustee nominees and executive officers of the Trusts collectively as a group, owned less than 1% of the outstanding shares of each Fund. To the best of the Trusts’ knowledge, as of JanuaryMay 31, 2013,2019, no persons are known by the Trust to own of record orperson owned beneficially more than 5% of the outstanding shares of a Fund.any Fund’s securities, except as set out in Appendix E.

Compensation

The fees paid to the Independent Trustees are allocated half pro rata among all the Funds in the Fund Family and the other half is allocated among all of the Funds in the Fund Family based on average net assets. Information relating to compensation paid to the Trustees for each Fund’s most recently completed fiscal year is set forth in Appendix F.

Required Vote

Shareholders of each Trust, including each Fund, will vote on aTrust-by-Trust basis to elect Trustees to that Trust’s Board. For each Trust, the presence at the Meeting, in person or by proxy, of thirty-three andone-third percent (33 1/3%) of the outstanding shares of such Trust entitled to vote shall be sufficient to constitute a quorum for that Trust. Trustees are elected by the affirmative vote of a plurality of shares presentvotes cast at the meeting, either in person or by proxy, and entitled to vote. ThisA plurality vote means that the eight nominees forwith the Trust who receive the largest number ofmost votes will be elected to the available seats. Since the number of nominees is the same as trustees.the number of available seats, it is likely that all nominees will be elected. In the election of trustees, votes may be cast in favor or withheld.

Recommendation of each Board

Each Board, including the Board

The Board of the TrustIndependent Trustees, unanimously recommends that shareholders of each Trust voteFOR the election of each Trustee nominee.

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OTHER INFORMATION

Other Business

The Trusts do not require the Trustees to attend the Meeting. The Trustees do not intend to present any other business at the Meeting, nor are they aware that any shareholder intends to do so. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote FOR eachthereon in accordance with their judgment.

Submission of Shareholder Proposals

The Trusts generally are not required to hold annual meetings of shareholders and the Trusts currently do not intend to hold such shareholder meetings in any year unless certain specified shareholder actions are required to be taken under a Trust’s charter documents or in accordance with the 1940 Act. Because the Trusts do not hold annual shareholder meetings, the anticipated date of the nominees.next shareholders meeting cannot be provided.

PROPOSAL 2
TO APPROVEAlthough the Trusts have not adopted a specific process regarding shareholder proposals, any shareholder desiring to submit a proposal to be presented at any meeting of shareholders of a Trust hereafter called may submit such proposal to the Secretary of that Trust at the Trust’s principal offices, to be received within a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in that proxy statement relating to such meeting. However, the timely submission of a proposal by a shareholder does not guarantee that such proposal will be included in a proxy statement or presented at a shareholder meeting; whether a shareholder proposal is included in a proxy statement will be determined in accordance with applicable federal and state law.

Shareholder Communications

Shareholders may send communications to the Board by addressing the communications directly to the Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members). Shareholders may send the communication to the Trusts’ office. Management will review and generally respond to other shareholder communications a Trust receives that are not directly addressed and sent to the Board. Such communications will be forwarded to the Board at management’s discretion based on the matters contained therein.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which any Trustee, nominee or affiliated person of such Trustee or nominee is a party adverse to the Funds or any of

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their affiliated persons or has a material interest adverse to the Funds or any of their affiliated persons. In addition, there have been no legal proceedings that are material to an evaluation of the ability or integrity of any Trustee, nominee or executive officer of the Funds within the past ten years.

INFORMATION ABOUT THE MEETING

Record Date

Shareholders of record of the Trusts as of the close of business on the Record Date are entitled to vote at the Meeting. Shareholders of the Trusts on the Record Date will be entitled to one vote for each whole share and a proportionate fractional vote for each fractional share that they own. No shares have cumulative voting rights in the election of Trustees. The number of shares that you may vote is the total of the number shown on the proxy card accompanying this Joint Proxy Statement. Appendix A CHANGE TO THE FUNDAMENTAL INVESTMENT
POLICY OF CERTAIN FUNDS TO ALLOW EACH FUND TO INVEST AT
LEAST 80% OF ITS NET ASSETS IN BOTH INSURED AND UNINSURED
MUNICIPAL SECURITIESsets forth the number of shares issued and outstanding for each Fund and Trust as of the Record Date.

GeneralRevocation of Proxies

The 1940 Act requiresAny shareholder who has submitted a fund to adopt certain fundamental investment policiesproxy may revoke or withdraw the proxy with respect to several specific typesany matter to be considered at the Meeting if such revocation or withdrawal is properly received prior to the vote on that matter, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person on the matter. The superseding proxy need not be voted using the same method (mail, telephone, or Internet) as the original proxy vote. Attendance by a shareholder at the Meeting does not, in itself, revoke a proxy.

If you own your shares through a bank, broker-dealer or other third-party intermediary who holds your shares of activities. A fund's fundamental investment policy isrecord, and you wish to attend the Meeting and vote your shares or revoke a policyprevious proxy at the Meeting, you must request a legal proxy from the bank, broker-dealer or other third-party intermediary.

All properly executed and unrevoked proxies received in time for the Meeting will be voted as instructed by shareholders. If you execute your proxy but give no voting instructions, your shares that cannotare represented by proxies will be changed withoutvoted “FOR” the approvalProposal and, in the proxies’ discretion, “FOR” or “AGAINST” any other business that may properly come before the Meeting.

Quorum and Adjournment

For each Trust, the holders of a majoritythirty-three andone-third percent (33 1/3%) of the fund's outstanding voting securities,shares of such Trust entitled to vote, as defined in the 1940 Act.

Rule 35d-1 under the 1940 Act requires any fund whose name suggests that the fund's distributions are exempt from federal income tax or from both federal and state income tax to adopt a fundamental policy that (i) the fund will invest, under normal circumstances, at least 80% of the value of its net assets (plusRecord Date, and present in person or by proxy at the amount of any borrowingsMeeting shall constitute a quorum for investment purposes) in investments, the income from which is exempt, as applicable, from federal income tax or from both federal and state income tax, or (ii) to invest, under normal circumstances, its net assets (plus the amount of any borrowings for investment purposes) so that at least 80% of the income that it distributes will be exempt, as applicable, from federal income tax or from both federal and state income tax.

Each of PowerShares Insured California Municipal Bond Portfolio, PowerShares Insured National Municipal Bond Portfolio and PowerShares Insured New York Municipal Bond Portfolio, each a series of the Trust (each, a "Municipal Fund," and collectively, the "Municipal Funds"), has a policy to invest normally at least 80% of its total assets in insured municipal securities (the "80% investment policy"), the income from which is exempt, as applicable, from federal income tax or from both federal and state income tax. Each Municipal Fund's 80% investment policy is fundamental, and therefore cannot be changed without the approval of a majority of the Municipal Fund's outstanding voting securities.

Proposal

Although Rule 35d-1 under the 1940 Act requires funds whose names suggest that they invest in municipal securities (such as the Municipal Funds) to have a fundamental policy requiring those funds to invest at least 80% of their net assets (plus the amount of any borrowings for investment purposes) in municipal securities, that Rule does not require that those municipal securities be insured.

Some municipal securities are secured by insurance, bank credit agreements or escrow accounts. This type of insurance is designed to guarantee timely and scheduled repayment of all principal and payment of all interest on a municipal security in the event of default by the issuer, and it also covers a municipal security to its maturity, enhancing its credit quality and value. Similarly, the credit quality

of the companies that provide such credit enhancements will affect the value of those insured municipal securities. While an insured municipal security typically will be deemed to have the rating of its insurer, if the insurer of a municipal security suffers a downgrade in its credit rating or the market discounts the value of the insurance provided by the insurer, the rating of the underlying municipal security will be more relevant and the value of the municipal security would more closely, if not entirely, reflect such rating. In such a case, the value of insurance associated with a municipal security would decline in value and may become worthless. Because a significant portion of the municipal securities issued and outstanding in the market is insured by a small number of insurance companies, an event involving one or more of these insurance companies could have a significant adverse effect on the value of the municipal securities insured by that insurance company and on the municipal market as a whole.

During the past few years, certain providers of insurance for municipal securities have incurred significant losses as a result of exposure to sub-prime mortgages and other lower credit quality investments that have experienced recent defaults or otherwise suffered extreme credit deterioration. Such losses have reduced these insurers' capital and called into question their continuing ability to perform their obligations under such insurance if they are called upon to do so in the future. As a result of such losses by bond insurance providers, the size of the insured municipal securities market has decreased since the 2008 financial crisis, and new issuances of insured debt have declined as a percentage of overall debt offerings by U.S. state and local governments.

Currently, the investment objective of each Municipal Fund, as a passively managed exchange-traded fund, is to seek investment results that generally correspond (before fees and expenses) to the price and yield of its respective underlying index, each of which is composed of insured municipal securities. As the insured municipal bond market has reduced in size, it has become difficult for the Municipal Funds to track their underlying indexes as closely as they have in the past. In response to that changing market environment for municipal securities insurance, including the reduction in the overall universe of insured municipal securities in which the Municipal Funds may invest, the Adviser has proposed that each Municipal Fund's underlying index be changed from one that is composed solely of insured municipal securities to one that is composed of both insured and uninsured municipal securities. However, before a Municipal Fund can change its underlying index to invest in uninsured municipal securities, it must obtain shareholder approval of a change to its fundamental 80% investment policy. Therefore, PowerShares is proposing that the fundamental 80% investment policy of each Municipal Fund be changed such that (1) it requires an investment of at least 80% of a Municipal Fund's net assets (plus any borrowings for investment purposes), rather than total assets, and (2) it eliminates the requirement that the municipal securities be insured, such that a Municipal Fund need only invest 80%

of its net assets (plus any borrowings for investment purposes) in municipal securities, regardless of whether those securities are insured or uninsured.

Should shareholders approve the Proposal, each Municipal Fund intends to change its underlying index to one that is composed of both insured and uninsured municipal securities. The current and proposed underlying indexes for each Municipal Fund are set forth in the table below:

At the current time, uninsured municipal securities comprise more than 75% of the constituent securities in each proposed underlying index. As such, by tracking the proposed underlying indexes, the Municipal Funds will be exposed to additional risks of municipal securities beyond those specifically affecting insured municipal securities. For example, uninsured municipal securities are not covered by insurance policies that guarantee the security's timely payment of interest and repayment of principal. Therefore, a primary risk of uninsured municipal securities is credit risk, which is the risk that the issuer will fail to make timely interest or principal payments. Payment by the issuer may depend on a relatively limited source of revenue, resulting in greater credit risk.

Moreover, absent insurance to guarantee repayment of principal and interest, investments in uninsured municipal securities are subject to the risk that litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer's ability to make payments of principal or interest. With no insurance to guarantee the payment, uninsured municipal securities may experience greater rates of default. In addition, there is a risk that, as a result of the recent economic crisis, the ability of any issuer to pay the principal or interest on its uninsured municipal bonds may be materially affected. Finally, as with the market for insured municipal bonds, the market for uninsured municipal bonds may be less liquid than for other types of bonds in general, meaning that it may be difficult for a Municipal Fund to buy and sell municipal securities, especially on short notice.

However, a change in the underlying indexes of the Municipal Funds to permit investment in uninsured municipal securities would provide greater investment opportunities for the Municipal Funds in light of the reduction in the overall universe of insured municipal securities in which the Municipal Funds

currently invest. Approval of the Proposal to revise the fundamental 80% investment policy of the Municipal Funds would allow the Adviser to take advantage of a greater number of investment opportunities, as well as the ability to track more closely the Municipal Funds' proposed underlying indexes.

In connection with the proposed change in each Municipal Fund's underlying index, each Municipal Fund also intends to change its investment objective and its name. The change in investment objective is designed to enable each Municipal Fund to track its proposed underlying index by substituting the actual name of the proposed underlying index in the investment objective. After such change, each Municipal Fund's investment objective will be to seek investment results that generally correspond (before fees and expenses) to the price and yield of its respective proposed underlying index. In addition, each Municipal Fund intends to change its name by removing the word "Insured" and adding the term "AMT-Free" to reflect that the proposed underlying indexes will include primarily municipal securities that are exempt from the alternative minimum tax. After such change, the names of the Municipal Funds will be PowerShares California AMT-Free Municipal Bond Portfolio, PowerShares National AMT-Free Municipal Bond Portfolio and PowerShares New York AMT-Free Municipal Bond Portfolio, respectively. In connection with the addition of the term "AMT-Free" to each Municipal Fund's name, the Board has adopted a non-fundamental investment policy for each Municipal Fund normally to invest at least 80% of its net assets, including any borrowings for investment purposes, in municipal securities that are exempt from the federal alternative minimum tax. The Board may change this non-fundamental policy at any time upon 60 days' advance notice to shareholders.

Should shareholders approve the Proposal, the fundamental 80% investment policy of each Municipal Fund will be as follows:

PowerShares Insured California Municipal Bond Portfolio: The Fund normally will invest at least 80% of its net assets, including any borrowings for investment purposes, in municipal securities that are exempt from federal income tax and California state income tax.

PowerShares Insured National Municipal Bond Portfolio: The Fund normally will invest at least 80% of its net assets, including any borrowings for investment purposes, in municipal securities that are exempt from federal income tax.

PowerShares Insured New York Municipal Bond Portfolio: The Fund normally will invest at least 80% of its net assets, including any borrowings for investment purposes, in municipal securities that are exempt from federal income tax, New York state income tax and New York City income tax.

The proposed changes to each Municipal Fund's underlying index, investment objective and name do not require approval by shareholders; however, implementation of all these changes is contingent upon shareholder approval of

this Proposal, as well as approval by the SEC of a proposed rule change submitted by the NYSE Arca Exchange ("NYSE Arca") for each Municipal Fund, which approval is pending.

In addition, the staff of NYSE Regulation, Inc. ("NYSE") recently advised the Trust that, because of a prior change in each Municipal Fund's underlying index that occurred in 2009, the Municipal Funds' shares currently are not in compliance with NYSE Arca's continued listing standards, and, therefore, on or about April 23, 2013, NYSE Arca attached a "below compliance" (.BC) indicator to each Municipal Fund's ticker symbol. According to NYSE, the 2009 modifications to each underlying index changed the quality and the character of each underlying index beyond the level of allowed revisions afforded by the NYSE. Accordingly, the NYSE has concluded that the Municipal Funds must re-qualify for original listing as a condition to their continued listing on the NYSE Arca. The NYSE has informed the Trust that the continued listing of each Municipal Fund on the NYSE Arca is subject to such SEC approval.

The Trust intends to maintain the listing of the Municipal Funds' shares on the NYSE Arca and, as such, must re-qualify for listing. In order to do so, the SEC must approve a separate proposed rule change to be submitted by the NYSE to the SEC as it relates to the Municipal Funds. The Municipal Funds are not aware of any information that would indicate that the SEC will not grant such approval, however, there can be no guarantee that it will do so. However, should the Adviser believe that the SEC will decline to grant such approval, the Adviser will recommend commencing a liquidation process for each of the Municipal Funds and attempt to provide shareholders proper advanced notice of the liquidation. The Municipal Funds will continue their normal business operations while awaiting action on the rule change by the SEC.

At a meeting on April 18, 2013, the Board approved the changes to each Municipal Fund's name, investment objective and underlying index, as set forth above; however, those changes will not be implemented unless and until the change set forth in this Proposal is approved by shareholders and the proposed rule change submitted by NYSE Arca for each Municipal Fund is approved by the SEC.

Other than the changes to each Municipal Fund's underlying index, investment objective and name that the Board has approved, the Adviser has no intention of changing the manner in which it manages the Municipal Funds in connection with this Proposal (that is, the Adviser will continue to manage each Municipal Fund as a passively managed exchange-traded fund). In addition, the Adviser does not believe that this Proposal will increase, or result in a change in the level of, investment risk associated with the Municipal Funds.

Upon approval of this Proposal, the Adviser would continue to manage the Municipal Funds subject to the revised investment objective, as well as the other strategies and policies disclosed in the Municipal Funds' prospectus (other than the changes proposed herein), all subject to the limitations imposed by the 1940 Act,

the rules promulgated thereunder and interpretive guidance provided thereunder.Trust. In the event that this Proposalthe necessary quorum is not approved bypresent at the shareholders of a Municipal Fund,Meeting, the fundamental investment policy of that Municipal Fund will continue to be to invest at least 80% of its total assets in insured municipal securities.

Board Approval

After careful consideration, the Board of Trusteeschairman of the Meeting

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may adjourn the Meeting to a designated time and place to permit further solicitation of proxies, in accordance with applicable law and the respective Declaration of Trust determined that it was in the best interestsandBy-Laws of each Municipal Fund to change its fundamental 80% investment policy to (1) require thatTrust. Even if a quorum is present at the Municipal Fund invest at least 80% of its net assets (plus any borrowings for investment purposes), rather than total assets, in municipal securities, and (2) eliminateMeeting, the requirement that those municipal securities be insured, such that the final fundamental investment policy for each Municipal Fund be as set forth above. The Board determined that such changes were in the best interests of each Municipal Fund, as they would provide management with a greater ability to track the Municipal Funds' proposed underlying indexes in a changing market environment for insured municipal securities. The Board approved the submission of this Proposal to shareholders of each Municipal Fund for their approval, and the Board approved the changes described above to each Municipal Fund's underlying index, investment objective and name, contingent upon shareholder approvalchairman of the Proposal.

Required Vote

Approval of this Proposal requiresMeeting may adjourn the Meeting upon the affirmative vote of the holders of a "majoritymajority of the outstandingshares of a Trust voting securities" of each Municipal Fund entitled to vote thereon. Underon the 1940 Act, this means the affirmative vote of the lesser of (a) 67%adjournment, present in person or more of the voting securities presentby proxy at the meetingMeeting or represented by proxy if the holders of more than 50% of the outstanding voting securities of each Municipal Fund are present or represented by proxy or (b) shares representing more than 50% of the outstanding voting securities of each Municipal Fund. Approval of this Proposal 2 is not contingent upon shareholder approval of Proposal 1. Approval of this Proposal 2 by shareholders of any of the Municipal Funds is not contingent upon approval by shareholders of the other Municipal Funds.

Recommendation of the Board

an adjournment thereof. The Board of Trustees of the Trust recommends that shareholders of each Municipal Fund vote FOR Proposal 2 and approve the changes to each Municipal Fund's fundamental 80% investment policy.

OTHER MATTERS

The Board of Trustees of the Trust knows of no other matters that may come before the meeting, other than the Proposals as set forth above. If any other matter