October 23, 2008
VIA EDGAR SUBMISSION
Securities and Exchange Commission
Judiciary Plaza
100 F Street, N.W.
Washington, D.C. 20549
Re: PowerShares Exchange-Traded Fund Trust, File No. 811-21265
PowerShares Exchange-Traded Fund Trust II, File No. 811-21977
PowerShares Actively Managed Exchange-Traded Fund Trust, File No. 811-22148
PowerShares India Exchange-Traded Fund Trust, File No. 811-22147
Ladies and Gentlemen:
Enclosed for filing pursuant to Rule 17g-1(g) of the Investment Company Act of
1940, as amended (the "Act") are the following documents regarding the joint
insured fidelity bond for the above-referenced investment companies:
1. A copy of the Investment Company Blanket Bond with attached riders
pertaining thereto.
2. A copy of the Resolutions relating to the Consideration of the
Fidelity Bond.
3. A statement showing the amount of the single insured bond which each
of the above-referenced investment companies would have provided and
maintained had each investment company not been named as an insured
under a joint insured bond;
4. A statement as to the period for which premiums have been paid; and
5. A copy of the Fidelity Bond Insurance Allocation Agreement.
If you should need any additional information, please contact me at
(630) 868-7161.
Sincerely,
/s/ Harold Bruce Bond
Harold Bruce Bond
Managing Director, President
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Invesco PowerShares Capital Management LLC
CC: Kevin R. Gustafson
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 8
INSURED BOND NUMBER
POWERSHARES EXCHANGE - TRADED FUND TRUST 07722108B
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
SEPTEMBER 18, 2008 MAY 1, 2008 TO MAY 1, 2009 /S/ JOHN T. MULLIGAN
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Item 1 of the Declarations, Name of Insured, shall include the
following:
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- PowerShares Global Biotech Portfolio
- PowerShares Global Agriculture Portfolio
- PowerShares Global Coal Portfolio
- PowerShares Global Gold and Precious Metals Portfolio
- PowerShares Global Steel Portfolio
- PowerShares Global Progressive Transportation Portfolio, each a series
of:
PowerShares Exchange - Traded Fund Trust II
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN1.0-00 (1/02)
RESOLVED, that giving due consideration to the value of the aggregate assets of
the PowerShares Exchange-Traded Fund Trust II ("Trust II"), the access to such
assets, the type and terms of the arrangements made for the custody and
safekeeping of such assets, the nature of the securities in Trust II's
portfolios, the nature and method of conducting Trust II's operations, and the
accounting procedures and controls of Trust II, the coverage against larceny and
embezzlement provided under a fidelity bond (the "Bond") issued by ICI Mutual
Insurance Company in the amount of $10 million is deemed by the Board of
Trustees, including a majority of Trustees who are not "interested persons" of
Trust II (as defined in Section 2(a)(19) of the 1940 Act), to be adequate as to
amount, type and form and in the best interests of the PowerShares Global
Agriculture Portfolio, PowerShares Global Biotech Portfolio, PowerShares Global
Coal Portfolio, PowerShares Global Gold and Precious Metals Portfolio,
PowerShares Global Steel Portfolio and PowerShares Global Transportation
Portfolio (the "New Portfolios"), and therefore, the appropriate officers of
Trust II be, and they hereby are, and each hereby is, authorized to cause the
New Portfolios to be added to the Bond; and it is further
RESOLVED, that the officers of Trust II are authorized and directed to add the
New Portfolios to the joint allocation agreement among Trust II and PowerShares
Exchange-Traded Fund Trust, PowerShares India Exchange-Traded Fund Trust and
PowerShares Actively Managed Exchange-Traded Fund Trust concerning the Bond,
such agreement being in substantially the form described at this Meeting; and it
is further
RESOLVED, that the proper officers of Trust II be, and they hereby are,
authorized and directed at all times to take all actions necessary to assure
compliance with these resolutions and Rule 17g-1 under the 1940 Act.
FIDELITY BOND
INSURANCE ALLOCATION AGREEMENT
THIS INSURANCE ALLOCATION AGREEMENT (the "Agreement") is made as of
September 18, 2008, by and among PowerShares Exchange-Traded Fund Trust, a
Massachusetts business trust, for itself and on behalf of each series thereof
now or hereafter existing, PowerShares Exchange-Traded Fund Trust II, a
Massachusetts business trust, for itself and on behalf of each series thereof
now or hereafter existing, PowerShares India Exchange-Traded Fund Trust, a
Massachusetts business trust, for itself and on behalf of each series thereof
now or hereafter existing, and PowerShares Actively Managed Exchange-Traded Fund
Trust, a Delaware statutory trust, for itself and on behalf of each series
thereof now or hereafter existing (individually referred to herein as a "Trust,"
and collectively as the "Trusts" and each series of the Trusts identified from
time to time on Schedule A and being referred to herein as a "Series") (the
Trusts sometimes individually hereinafter referred to as a "Party" or
collectively as "Parties").
WHEREAS, the Trusts have been named as insureds ("Insureds") under a joint
fidelity bond (the "Bond") approved by each Trust's Board of Trustees (the
"Board");
WHEREAS, the Bond is intended to satisfy the requirements of Rule 17g-1
under the Investment Company Act of 1940, as amended; and
WHEREAS, the Parties, in accordance with the requirements of Rule 17g-1(f),
desire to establish (i) the criteria by which the premiums for the Bond shall be
allocated among the Parties and (ii) the criteria by which the amounts payable
under the Bond shall be allocated among the Parties covered under same.
NOW, THEREFORE, it is agreed as follows:
1. Each Series of a Trust shall pay a percentage of the premium for the
Bond, as allocated in such equitable manner as determined by the Boards of
Trustees of the Trusts, which amounts are set forth on Schedule B to this
Agreement. From time to time adjustments may be made by mutual agreement of the
Trusts to the portion of the premiums theretofore paid by a Trust or Series,
based on a subsequent change or changes in the net assets of one or more Trusts
or the addition or withdrawal of a Trust or Series pursuant to this Agreement.
2. If the insurer issuing the Bond (the "Insurer") is willing, with or
without additional premium, to add, as an Insured under the Bond, any investment
company not listed as a signatory to this Agreement or any Series of a Trust not
identified on Schedule A of this Agreement, the Trusts agree (a) that such
addition may be made provided that the non-interested directors or trustees of
the Trusts covered by the Bond shall approve such addition and (b) that such
additional entity may become a party to this Agreement and be included within
the terms "Trust" or "Party" provided that in each case such entity shall have
executed and delivered to the Trusts its written agreement to become a party
hereto and to be bound by the terms of this Agreement.
3. In the event that the claims of loss of two or more Parties as Insureds
under the Bond are so related that the Insurer is entitled to assert that the
claims must be aggregated, or in
the event that the aggregate recovery by the Insureds under the Bond is less
than the aggregate loss incurred by the Insureds that gave rise to the claims,
the following rules shall determine, as between the claimants, the priority of
satisfaction of the claims under the Bond:
(a) First, all claims of each Trust which have been duly proven and
established under the Bond shall be satisfied up to the minimum
amount of the Bond required for such Trust under Rule 17g-1(d);
and
(b) Second, the remaining amount of recovery, if any, shall then be
applied to claims of the Parties in proportion to the total of
the unsatisfied amount of the claims of all such Parties.
4. This Agreement shall become effective as of the date first above
written, and shall remain in full force and effect during the effective period
of the Bond as specified therein. Any Party may withdraw from this Agreement and
the Bond upon sixty (60) days' written notice to the other Parties and the
Securities and Exchange Commission in accordance with Rule 17g-1 under the Act.
The withdrawing Party shall be entitled to receive its proportionate share of
any premium refund received from the Insurer.
5. The obligations of the Trusts which are organized as Massachusetts
business trusts, or any other investment company organized as a Massachusetts
business trust which may be added pursuant to Section 2 under this Agreement,
are not binding upon any of the trustees or holders of shares of beneficial
interest of any such trust individually, but bind only the respective trust
estate of each.
6. This Agreement shall supersede all prior agreements entered into between
or among any of the Trusts with respect to the same matters.
7. Notwithstanding the foregoing, claims made under the Bond during a
period prior to the effective date of this Agreement (and any recoveries related
to any such claims) shall be subject to the terms of the premium sharing and
allocation agreement in effect during that period.
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IN WITNESS WHEREOF the Trusts have caused this Agreement to be executed by
their officers, as appropriate, hereunto duly authorized all as of the 21 day of
October, 2008.
POWERSHARES EXCHANGE-TRADED FUND TRUST
By: /s/ Harold Bruce Bond
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POWERSHARES EXCHANGE-TRADED FUND
TRUST II
By: /s/ Harold Bruce Bond
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POWERSHARES INDIA EXCHANGE-TRADED FUND
TRUST
By: /s/ Harold Bruce Bond
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POWERSHARES ACTIVELY MANAGED
EXCHANGE-TRADED FUND TRUST
By: /s/ Harold Bruce Bond
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3
SCHEDULE A
SERIES
POWERSHARES EXCHANGE-TRADED FUND TRUST
1. PowerShares Dynamic Market Portfolio
2. PowerShares Dynamic Small Cap Growth Portfolio
3. PowerShares Dynamic Small Cap Value Portfolio
4. PowerShares Dynamic Biotechnology & Genome Portfolio
5. PowerShares Dynamic Food & Beverage Portfolio
6. PowerShares Dynamic Leisure and Entertainment Portfolio
7. PowerShares Dynamic Media Portfolio
8. PowerShares Dynamic Networking Portfolio
9. PowerShares Dynamic Pharmaceuticals Portfolio
10. PowerShares Dynamic Semiconductors Portfolio
11. PowerShares Dynamic Software Portfolio
12. PowerShares Dynamic OTC Portfolio
13. PowerShares Dynamic Zacks MicroCap Portfolio
14. PowerShares International Dividend Achievers Portfolio
15. PowerShares Dividend Achievers Portfolio
16. PowerShares High Growth Rate Dividend Achievers Portfolio
17. PowerShares Aerospace & Defense Portfolio
18. PowerShares Dynamic Building & Construction Portfolio
19. PowerShares Dynamic Energy Exploration & Production Portfolio
20. PowerShares Dynamic Insurance Portfolio
21. PowerShares Dynamic Oil & Gas Services Portfolio
22. PowerShares Dynamic Retail Portfolio
A-1
23. PowerShares High Yield Equity Dividend Achievers Portfolio
24. PowerShares Dynamic Utilities Portfolio
25. PowerShares Lux Nanotech Portfolio
26. PowerShares Water Resources Portfolio
27. PowerShares Value Line Timeliness Select Portfolio
28. PowerShares Dynamic Hardware & Consumer Electronics Portfolio
29. PowerShares Dynamic Telecommunications & Wireless Portfolio
30. PowerShares Golden Dragon Halter USX China Portfolio
31. PowerShares WilderHill Clean Energy Portfolio
32. PowerShares Dynamic Large Cap Growth Portfolio
33. PowerShares Dynamic Large Cap Value Portfolio
34. PowerShares Dynamic Mid Cap Growth Portfolio
35. PowerShares Dynamic Mid Cap Value Portfolio
36. PowerShares Zacks Small Cap Portfolio
37. PowerShares FTSE RAFI U.S. 1000 Portfolio
38. PowerShares Dynamic Energy Sector Portfolio
39. PowerShares Dynamic Financial Sector Portfolio
40. PowerShares Dynamic Healthcare Sector Portfolio
41. PowerShares Dynamic Healthcare Services Portfolio
42. PowerShares Dynamic Industrials Sector Portfolio
43. PowerShares Dynamic Large Cap Portfolio
44. PowerShares Dynamic MagniQuant Portfolio
45. PowerShares Dynamic Mid Cap Portfolio
46. PowerShares Dynamic Small Cap Portfolio
47. PowerShares Dynamic Technology Sector Portfolio
A-2
48. PowerShares Buyback Achievers Portfolio
49. PowerShares FTSE RAFI Basic Materials Sector Portfolio
50. PowerShares FTSE RAFI Consumer Goods Sector Portfolio
51. PowerShares FTSE RAFI Consumer Services Sector Portfolio
52. PowerShares FTSE RAFI Energy Sector Portfolio
53. PowerShares FTSE RAFI Financials Sector Portfolio
54. PowerShares FTSE RAFI Health Care Sector Portfolio
55. PowerShares FTSE RAFI Industrials Sector Portfolio
56. PowerShares FTSE RAFI Telecommunications & Technology Sector Portfolio
57. PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
58. PowerShares FTSE RAFI Utilities Sector Portfolio
59. PowerShares Cleantech Portfolio
60. PowerShares Dynamic Aggressive Growth Portfolio
61. PowerShares Dynamic Banking Portfolio
62. PowerShares Dynamic Basic Materials Sector Portfolio
63. PowerShares Dynamic Consumer Discretionary Sector Portfolio
64. PowerShares Dynamic Consumer Staples Sector Portfolio
65. PowerShares Dynamic Deep Value Portfolio
66. PowerShares Financial Preferred Portfolio
67. PowerShares Listed Private Equity Portfolio
68. PowerShares DWA Technical Leaders Portfolio
69. PowerShares Value Line Industry Rotation Portfolio
70. PowerShares WilderHill Progressive Energy Portfolio
71. PowerShares S&P 500 BuyWrite Portfolio
72. PowerShares FTSE NASDAQ Small Cap Portfolio
A-3
73. PowerShares NASDAQ Internet Portfolio
74. PowerShares NXQ Portfolio
75. PowerShares DJIA BuyWrite Portfolio
76. PowerShares NASDAQ-100 BuyWrite Portfolio
77. PowerShares Dynamic Dividend Portfolio
78. PowerShares Security Portfolio
79. PowerShares S&P US Stars Portfolio
80. PowerShares Evangelical 150 Portfolio
81. PowerShares Catholic 150 Portfolio
82. PowerShares NASDAQ Transportation Portfolio
83. PowerShares NASDAQ Financial-100 Portfolio
POWERSHARES EXCHANGE-TRADED FUND TRUST II
84. PowerShares Dynamic Asia Pacific Portfolio
85. PowerShares FTSE RAFI Asia Pacific ex-Japan Portfolio
86. PowerShares FTSE RAFI Developed Markets ex-U.S. Small-Mid Portfolio
87. PowerShares FTSE RAFI Developed Markets ex-U.S. Portfolio
88. PowerShares FTSE RAFI Emerging Markets Portfolio
89. PowerShares FTSE RAFI Europe Portfolio
90. PowerShares FTSE RAFI Europe Small-Mid Portfolio
91. PowerShares FTSE RAFI Japan Portfolio
92. PowerShares International Listed Private Equity Portfolio
93. PowerShares Global Water Portfolio
94. PowerShares Global Clean Energy Portfolio
95. PowerShares Dynamic Developed International Opportunities Portfolio
96. PowerShares Dynamic Europe Portfolio
A-4
97. PowerShares FTSE RAFI International Real Estate Portfolio
98. PowerShares 1-30 Laddered Treasury Portfolio
99. PowerShares Emerging Markets Sovereign Debt Portfolio
100. PowerShares High Yield Corporate Bond Portfolio
101. PowerShares Insured National Municipal Bond Portfolio
102. PowerShares Insured New York Municipal Bond Portfolio
103. PowerShares Insured California Municipal Bond Portfolio
104. PowerShares VRDO Tax-Free Weekly Portfolio
105. PowerShares DWA Developed Markets Technical Leaders
106. PowerShares DWA Emerging Markets Technical Leaders
107. PowerShares Autonomic Balanced NFA Global Asset Portfolio
108. PowerShares Autonomic Balanced Growth NFA Global Asset Portfolio
109. PowerShares Autonomic Growth NFA Global Asset Portfolio
110. PowerShares FTSE RAFI Asia Pacific ex-Japan Small-Mid Portfolio
111. PowerShares Global Nuclear Energy Portfolio
112. PowerShares Preferred Portfolio
113. PowerShares FTSE RAFI Latin America Portfolio
114. PowerShares FTSE RAFI Australia Portfolio
115. PowerShares FTSE RAFI Brazil Portfolio
116. PowerShares FTSE RAFI Canada Portfolio
117. PowerShares FTSE RAFI China Portfolio
118. PowerShares FTSE RAFI France Portfolio
119. PowerShares FTSE RAFI Germany Portfolio
120. PowerShares FTSE RAFI Hong Kong Portfolio
121. PowerShares FTSE RAFI Mexico Portfolio
A-5
122. PowerShares FTSE RAFI South Africa Portfolio
123. PowerShares FTSE RAFI South Korea Portfolio
124. PowerShares FTSE RAFI Taiwan Portfolio
125. PowerShares FTSE RAFI United Kingdom Portfolio
126. PowerShares Dynamic Emerging Markets Portfolio
127. PowerShares Developed International Growth Portfolio
128. PowerShares Developed International Value Portfolio
129. PowerShares Dynamic Japan Portfolio
130. PowerShares Dynamic Australia Portfolio
131. PowerShares Dynamic Canada Portfolio
132. PowerShares Dynamic France Portfolio
133. PowerShares Dynamic Germany Portfolio
134. PowerShares Dynamic UK Portfolio
135. PowerShares Ireland Portfolio
136. PowerShares S&P European Stars Portfolio
137. PowerShares Investment Grade Corporate Bond Portfolio
138. PowerShares Aggregate Bond Portfolio
139. PowerShares 1-20 Laddered Treasury Portfolio
140. PowerShares 1-10 Laddered Treasury Portfolio
141. PowerShares 1-5 Laddered Treasury Portfolio
142. PowerShares National Municipal Bond Portfolio
143. PowerShares Developed Markets Infrastructure Portfolio
144. PowerShares Emerging Markets Infrastructure Portfolio
145. PowerShares Space and Satellite Portfolio
146. PowerShares DJ Global Exchanges Portfolio
A-6
147. PowerShares Asia-Pacific Water Portfolio
148. PowerShares MENA Frontier Countries Portfolio
149. PowerShares Global Agriculture Portfolio
150. PowerShares Global Biotech Portfolio
151. PowerShares Global Coal Portfolio
152. PowerShares Global Gold and Precious Metals Portfolio
153. PowerShares Global Steel Portfolio
154. PowerShares Global Progressive Transportation Portfolio
155. PowerShares Global Wind Energy Portfolio
POWERSHARES INDIA EXCHANGE-TRADED FUND TRUST
156. PowerShares India Portfolio
POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST
157. PowerShares Active AlphaQ Fund
158. PowerShares Active Alpha Multi-Cap Fund
159. PowerShares Active Mega Cap Fund
160. PowerShares Active Low Duration Fund
A-7
SCHEDULE B
SERIES
The premium of the Bond shall be allocated 25% to each Trust, one-half per
capita and one-half pro rata by assets to each Series of a Trust then existing
as of May 1, 2008.
B-1
PERIOD FOR WHICH PREMIUMS HAVE BEEN PAID
The premiums for the POWERSHARES EXCHANGE TRADED FUND TRUST II have been paid
through May 1, 2008 through May 1, 2009.
By: /s/ Harold Bruce Bond
---------------------------------
Harold Bruce Bond
October 20, 2008
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AMOUNT OF THE SINGLE INSURED BOND WHICH EACH INVESTMENT COMPANY WOULD HAVE
PROVIDED AND MAINTAINED HAD EACH COMPANY NOT BEEN NAMED AS AN INSURED UNDER A
JOINT INSURED BOND
Had the following investment companies not been named as insured under a joint
insured bond, pursuant to section 17g-1(g)(1)(B)(iii), each of them would have
provided and maintained a single insured bond in the amounts set forth below:
1. PowerShares Global Biotech Portfolio $100,000.00
2. PowerShares Global Agriculture Portfolio $100,000.00
3. PowerShares Global Coal Portfolio $100,000.00
4. PowerShares Global Gold and Precious Metals Portfolio $100,000.00
5. PowerShares Global Steel Portfolio $100,000.00
6. PowerShares Global Progressive Transportation Portfolio $100,000.00
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/s/ Harold Bruce Bond
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Harold Bruce Bond October 20, 2008
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