AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 2013.
No. 333-138490
No. 811-21977
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT
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UNDER THE SECURITIES ACT OF 1933
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o
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 423
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x
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
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ACT OF 1940
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Amendment No. 424
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(Check appropriate box or boxes)
POWERSHARES EXCHANGE-TRADED FUND TRUST II
(Exact Name of Registrant as Specified in Charter)
3500 Lacey Road, Suite 700
Downers Grove, IL 60515
(Address of Principal Executive Office)
Registrant’s Telephone Number, including Area Code:
(800) 983-0903
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Andrew Schlossberg
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With a copy to:
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3500 Lacey Road, Suite 700
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Alan P. Goldberg
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Downers Grove, IL 60515
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K&L Gates LL
p
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(Name and Address of Agent for Service)
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70 W. Madison St.
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Suite 3100
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Chicago, IL 60602
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
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immediately upon filing pursuant to paragraph (b) of Rule 485.
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on October 31, 2013 pursuant to paragraph (b) of Rule 485.
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60 days after filing pursuant to paragraph (a)(1) of Rule 485.
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on [date] pursuant to paragraph (a) of Rule 485.
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75 days after filing pursuant to paragraph (a)(2) of Rule 485.
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on [date] pursuant to paragraph (a) of Rule 485.
EXPLANATORY NOTE
This Post-Effective Amendment No. 423 (the “Amendment”) to the Registration Statement on Form N-1A for PowerShares Exchange-Traded Fund Trust II (the “Trust”) is being filed pursuant to paragraph (b)(1)(iii) of Rule 485 under the Securities Act of 1933 (the “Securities Act”) solely for the purpose of designating October 31, 2013 as the new effective date for Post-Effective Amendment No. 391 to the Trust’s Registration Statement, which was filed on February 28, 2013 pursuant to Rule 485(a) under the Securities Act. The effectiveness of the Registration Statement relating to this change was delayed previously pursuant to Post-Effective Amendment Nos. 409, 411, 413, 417, 419 and 421 to the Trust’s Registration Statement filed on May 13, 2013, May 23, 2013, June 6, 2013, July 3, 2013, August 1, 2013 and August 30, 2013, respectively. This Amendment relates solely to PowerShares
Global Select Short Term Bond Portfolio,
a series of the Trust.
This Amendment incorporates by reference the information contained in Parts A and B of Post-Effective Amendment No. 391 to the Trust’s Registration Statement
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POWERSHARES EXCHANGE-TRADED FUND TRUST II
PART C. OTHER INFORMATION
Item 28. Exhibits.
(a)
Amended and Restated Declaration of Trust of the Registrant. (2)
(b)
Amended and Restated By-laws of the Registrant. (6)
(c)
Not applicable.
(d)
1.
Amended and Restated Investment Advisory Agreement between the Registrant and Invesco PowerShares Capital Management LLC.*
2.
Investment Sub-Advisory Agreement by and among PowerShares Capital Management LLC and the Sub-Advisers.*
(e)
Amended and Restated Master Distribution Agreement between the Registrant and Invesco Distributors, Inc.*
(f)
Not applicable.
(g)
1.
Custody Agreement between Registrant and The Bank of New York.*
2.
Foreign Custody Manager Agreement between Registrant and The Bank of New York.*
(h)
1.
Form of
Fund Administration and Accounting Agreement between Registrant and The Bank of New York.*
2.
Form of
Transfer Agency and Service Agreement between Registrant and The Bank of New York.*
3.
Form of Participant Agreement between Invesco Distributors, Inc. and the Participant.*
4.
Form of Sublicense Agreement between the Registrant and Invesco PowerShares Capital Management LLC.*
(i)
1.
Opinion and consent of counsel with respect to PowerShares Global Select Short Term Bond Portfolio.*
2.
Opinion and consent of counsel with respect to S&P 500
®
High Momentum Portfolio.*
(j)
1.
Not applicable.
(k)
Not applicable.
(l)
Not applicable.
(m)
Not applicable.
(n)
Not applicable.
(o)
Not applicable.
(p)
1.
Code of Ethics of the Registrant. (5)
2.
Code of Ethics of Invesco Distributors, Inc. (1)
3.
Code of Ethics of Invesco PowerShares Capital Management LLC. (3)
4.
Code of Ethics of Invesco Senior Secured Management, Inc. (3)
(q)
1.
Powers of Attorney for Messrs. Bagge, Barre, Carome, Kole, Nussbaum and Wilson. (4)
2.
Powers of Attorney for Messrs. Lim and Wicker. (7)
*
To be filed by amendment.
(1)
Incorporated by reference to the Trust’s Registration Statement, filed on November 7, 2006.
(2)
Incorporated by reference to Post-Effective Amendment No. 7, filed on September 18, 2007.
(3)
Incorporated by reference to Post-Effective Amendment No. 192, filed on January 31, 2011.
(4)
Incorporated by reference to Post-Effective Amendment No. 227, filed on July 7, 2011.
(5)
Incorporated by reference to Post-Effective Amendment No. 239, filed on August 12, 2011.
(6)
Incorporated by reference to Post-Effective Amendment No. 302, filed on February 28, 2012.
(7)
Filed herewith.
Item 29. Persons Controlled by or Under Common Control with the Fund.
None.
Item 30. Indemnification.
Reference is made to Article IX of the Registrant’s Declaration of Trust:
The Registrant (also, the “Trust”) is organized as a Massachusetts business trust and is operated pursuant to a Declaration of Trust, dated October 10, 2006 and Amended and Restated as of September 17, 2007 (the “Declaration of Trust”), which permits the Registrant to indemnify every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled,
shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person.
Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.
To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
As used in this Section 9.5, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
Further Indemnification
. Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in connection with the acquisition of assets subject to liabilities pursuant to Section 4.2 hereof or a reorganization or consolidation pursuant to Section 10.2 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article IX.
Amendments and Modifications
. Without limiting the provisions of Section 11.1(b) hereof, in no event will any amendment, modification or change to the provisions of this Declaration or the By-laws adversely affect in any manner the rights of any Covered Person to (a) indemnification under Section 9.5 hereof in connection with any proceeding in which such Covered Person becomes involved as a party or otherwise by virtue of being or having been a Trustee, officer or employee of the Trust or (b) any insurance payments under policies maintained by the Trust, in either case with respect to any act or omission of such Covered Person that occurred or is alleged to have occurred prior to the time such amendment, modification or change to this Declaration or the By-laws.
Item 31. Business and Other Connections of the Investment Adviser.
Reference is made to the caption “Management of the Fund” in the Prospectus constituting Part A which is included in this Registration Statement and “Management” in the Statement of Additional Information constituting Part B, which is included in this Registration Statement.
LISTED BELOW ARE THE OFFICERS AND TRUSTEES OF POWERSHARES CAPITAL MANAGEMENT LLC:
The information as to the trustees and executive officers of Invesco PowerShares Capital Management LLC is set forth in Invesco PowerShares Capital Management LLC’s Form ADV filed with the Securities and Exchange Commission on March 21, 2013 and amended through the date hereof, is incorporated herein by reference.
Item 32. Principal Underwriters.
The sole principal underwriter for the Funds is Invesco Distributors, Inc. (formerly Invesco Aim Distributors, Inc.) which acts as distributor for the Registrant and the following other funds:
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco S&P 500 Index Fund
Invesco Global Real Estate Income Fund
Invesco U.S. Quantitative Core Fund
Invesco American Franchise Fund
Invesco Equity and Income Fund
Invesco Growth and Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Small Cap Discovery Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Charter Fund
Invesco Constellation Fund
Invesco Disciplined Equity Fund
Invesco Diversified Dividend Fund
Invesco Summit Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Balanced-Risk Retirement Now Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Global Quantitative Core Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Conservative Allocation Fund
Invesco Small Cap Growth Fund
Invesco Leaders Fund
Invesco U.S. Mortgage Fund
Invesco Convertible Securities Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco Asia Pacific Growth Fund
Invesco European Growth Fund
Invesco Global Growth Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco Global Opportunities Fund
Invesco Select Opportunities Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodities Strategy Fund
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco International Total Return Fund
Invesco Pacific Growth Fund
Invesco Select Companies Fund
Invesco Premium Income Fund
Invesco Global Markets Strategy Fund
Invesco Emerging Markets Equity Fund
AIM Investment Securities Funds (Invesco Investment Securities Funds)
Invesco Dynamics Fund
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco High Yield Securities Fund
Invesco Limited Maturity Treasury Fund
Invesco Money Market Fund
Invesco Municipal Bond Fund
Invesco Real Estate Fund
Invesco Short Term Bond Fund
Invesco U.S. Government Fund
Invesco Corporate Bond Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco Energy Fund
Invesco Gold & Precious Metals Fund
Invesco Leisure Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco Utilities Fund
Invesco American Value Fund
Invesco Comstock Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Value Opportunities Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco Tax-Exempt Cash Fund
Invesco Tax-Free Intermediate Fund
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
Premier Portfolio
Premier Tax-Exempt Portfolio
Premier U.S. Government Money Portfolio
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Diversified Income Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Securities Fund
Invesco V.I. High Yield Fund
Invesco V.I. High Yield Securities Fund
Invesco V.I. International Growth Fund
Invesco V.I. Leisure Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Money Market Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Utilities Fund
Invesco Diversified Dividend Fund
Invesco Van Kampen V.I. American Franchise Fund
Invesco Van Kampen V.I. Comstock
Invesco Van Kampen V.I. Equity and Income Fund
Invesco Van Kampen V.I. Global Core Equity Fund
Invesco Van Kampen V.I. Growth and Income Fund
Invesco Van Kampen V.I. Mid Cap Growth Fund
Invesco Van Kampen V.I. American Value Fund
Invesco Van Kampen V.I. Value Opportunities Fund
Invesco Van Kampen Senior Loan Fund
Invesco Van Kampen Exchange Fund
Short-Term Investments Trust
Government & Agency Portfolio
Government Tax Advantage Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Tax-Free Cash Reserve Portfolio
Treasury Portfolio
PowerShares Actively Managed Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust
PowerShares India Exchange-Traded Fund Trust
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Please note that PowerShares Exchange-Traded Fund Trust II is also distributed by Invesco Distributors, Inc., but it is not included in this list because it is the registrant filing the N-1A.
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NAME AND PRINCIPAL
BUSINESS ADDRESS**
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POSITIONS AND OFFICES
WITH REGISTRANT
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POSITIONS AND OFFICES
WITH UNDERWRITER
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Robert C. Brooks
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None
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Director
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Peter S. Gallagher
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None
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Director & President
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Andrew Schlossberg
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President
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Director
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John M. Zerr
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Chief Legal Officer
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Senior Vice President & Secretary
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Annette Lege
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None
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Treasurer & Chief Financial Officer
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Lisa O. Brinkley
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None
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Chief Compliance Officer
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Crissie Wisdom
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Anti-Money Laundering Compliance Officer
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Anti-Money Laundering Compliance Officer
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**
The principal business address for all directors and executive officers is Invesco Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
Item 33. Location of Accounts and Records.
The books, accounts and other documents required by Section 31(a) under the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained in the physical possession of The Bank of New York, 101 Barclay Street, New York, New York 10286.
Item 34. Management Services.
Not applicable.
Item 35. Undertakings.
None.
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company Act, the Fund certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Downers Grove and State of Illinois, on the 30
th
day of September, 2013.
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PowerShares Exchange-Traded Fund Trust II
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By:
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/s/ Andrew Schlossberg
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Title: Andrew Schlossberg, President
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Andrew Schlossberg
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President
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September 30, 2013
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Andrew Schlossberg
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/s/ Steven M. Hill
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Treasurer
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September 30, 2013
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Steven M. Hill
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/s/ Anna Paglia
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Secretary
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September 30, 2013
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Anna Paglia
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*/s/ Ronn R. Bagge
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Trustee
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September 30, 2013
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Ronn R. Bagge
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*/s/ Todd J. Barre
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Trustee
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September 30, 2013
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Todd J. Barre
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*/s/ Kevin M. Carome
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Trustee
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September 30, 2013
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Kevin M. Carome
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*/s/ Marc M. Kole
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Trustee
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September 30, 2013
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Marc M. Kole
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*/s/ Yung Bong Lim
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Trustee
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September 30, 2013
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Yung Bong Lim
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*/s/ Philip M. Nussbaum
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Trustee
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September 30, 2013
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Philip M. Nussbaum
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*/s/ Gary R. Wicker
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Trustee
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September 30, 2013
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Gary R. Wicker
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*/s/ Donald H. Wilson
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Chairman and Trustee
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September 30, 2013
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Donald H. Wilson
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*By: /s/ Anna Paglia
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September 30, 2013
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Anna Paglia
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Attorney-In-Fact
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* Anna Paglia signs pursuant to powers of attorney filed with this Post-Effective Amendment and Post-Effective Amendment No. 227 to the Trust’s Registration Statement and incorporated by reference herein.
Exhibit Index
(q)(2)
Powers of Attorney for Messrs. Lim and Wicker.