40-17G 1 h65462e40v17g.txt PURSUANT TO RULE 17G-1(G) January 21, 2009 VIA EDGAR SUBMISSION Securities & Exchange Commission Judiciary Plaza 450 Fifth 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 riders. 2. A copy of the Resolution to the Consideration of the Fidelity Bond. 3. A statement showing the amount of the single insured bond which the investment company would have provided and maintained had it not been named as an insured under a joint insured bond; 4. A statement as to the period for which premium has been paid; and 5. A copy of the Agreement Regarding Allocation of Recoveries Under Joint Insured Bond. If you should need any additional information, please contact me at (630)868-7161. Sincerely, /s/ Harold Bruce Bond Harold Bruce Bond Chief Executive Officer PowerShares Exchange-Traded Fund Trust PowerShares Exchange-Traded Fund Trust II PowerShares Actively Managed Exchange-Traded Fund Trust PowerShares India Exchange-Traded Fund Trust CC: Kevin R. Gustafson ICI MUTUAL INSURANCE COMPANY, A RISK RETENTION GROUP INVESTMENT COMPANY BLANKET BOND RIDER NO. 9 INSURED BOND NUMBER POWERSHARES EXCHANGE - TRADED FUND TRUST 07722108B EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE MAY 1, 2008 TO MAY 1, 2009 /S/ JOHN T. MULLIGAN In consideration of the premium charged for this policy, it is hereby understood and agreed that Item 1 of the Declarations, Named Insured Company, shall include the following as of the effective date indicated:
FUND NAME EFFECTIVE DATE --------- ----------------- - PowerShares Active U.S. Real Estate Fund, a series of: November 20, 2008
PowerShares Actively Managed Exchange-Traded Fund Trust Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of this policy other than as above stated. RESOLVED, that giving due consideration to the value of the aggregate assets of the PowerShares Actively Managed Exchange-Traded Fund Trust (the "Active Trust"), 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 the Active Trust's portfolios, the nature and method of conducting the Active Trust's operations, and the accounting procedures and controls of the Active Trust, 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 the Active Trust (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 Active U.S. Real Estate Fund (the "Fund"), and therefore, the appropriate officers of the Active Trust be, and they hereby are, and each hereby is, authorized to cause the Fund to be added to the Bond; and it is further RESOLVED, that the officers of the Active Trust are authorized and directed to add the Fund to the joint allocation agreement among the Active Trust and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II and PowerShares India 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 the Active Trust be, and they hereby are, authorized and directed at all times to take all actions necessary to assure compliance with these resolutions and said Rule 17g-1 under the 1940 Act. 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 Active US Real Estate Fund $100,000.00 /s/ Harold Bruce Bond /s/ January 14, 2009 ------------------------------------- ---------------------------------------- Harold Bruce Bond January 14, 2009 PERIOD FOR WHICH PREMIUMS HAVE BEEN PAID The premiums for the POWERSHARES EXCHANGE-TRADED FUND TRUST, POWERSHARES EXCHANGE-TRADED FUND TRUST II, POWERSHARES INDIA EXCHANGE-TRADED FUND TRUST, AND POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST have been paid for the period May 1, 2008 through May 1, 2009. By: /s/ Harold Bruce Bond --------------------------------- Harold Bruce Bond January 14, 2009 FIDELITY BOND INSURANCE ALLOCATION AGREEMENT THIS INSURANCE ALLOCATION AGREEMENT (the "Agreement") is made as of November 20, 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. 2 IN WITNESS WHEREOF the Trusts have caused this Agreement to be executed by their officers, as appropriate, hereunto duly authorized all as of the 20 day of November, 2008. POWERSHARES EXCHANGE-TRADED FUND TRUST By: /s/ H.Bruce Bond ------------------------------------ POWERSHARES EXCHANGE-TRADED FUND TRUST II By: /s/ H.Bruce Bond ------------------------------------ POWERSHARES INDIA EXCHANGE-TRADED FUND TRUST By: /s/ H. Bruce Bond ------------------------------------ POWERSHARES ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST By: /s/ H. Bruce Bond ------------------------------------ 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 161. PowerShares Active U.S. Real Estate 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