STATEMENT OF
ADDITIONAL INFORMATION
Dated August 30, 2013, as supplemented March 7, 2014
This Statement of Additional Information (SAI) is not a prospectus. It should be read in conjunction with the Prospectuses,
each dated August 30, 2013, for the PowerShares Exchange-Traded Fund Trust (the Trust) relating to the series of the Trust listed below (each a Fund and collectively the Funds), as such Prospectuses may be revised
from time to time.
|
|
|
|
|
Fund
|
|
Principal U.S. Listing Exchange
|
|
Ticker
|
PowerShares Aerospace & Defense Portfolio
|
|
NYSE Arca, Inc.
|
|
PPA
|
PowerShares Buyback Achievers
Portfolio
|
|
NYSE Arca, Inc.
|
|
PKW
|
PowerShares Cleantech
Portfolio
|
|
NYSE Arca, Inc.
|
|
PZD
|
PowerShares Dividend Achievers
Portfolio
|
|
NYSE Arca, Inc.
|
|
PFM
|
PowerShares DWA Momentum Portfolio
|
|
NYSE Arca, Inc.
|
|
PDP
|
PowerShares Dynamic Biotechnology & Genome Portfolio
|
|
NYSE Arca, Inc.
|
|
PBE
|
PowerShares Dynamic Building & Construction Portfolio
|
|
NYSE Arca, Inc.
|
|
PKB
|
PowerShares Dynamic Energy Exploration & Production Portfolio
|
|
NYSE Arca, Inc.
|
|
PXE
|
PowerShares Dynamic Food & Beverage Portfolio
|
|
NYSE Arca, Inc.
|
|
PBJ
|
PowerShares Dynamic Large Cap Growth Portfolio
|
|
NYSE Arca, Inc.
|
|
PWB
|
PowerShares Dynamic Large Cap Value Portfolio
|
|
NYSE Arca, Inc.
|
|
PWV
|
PowerShares Dynamic Leisure and Entertainment Portfolio
|
|
NYSE Arca, Inc.
|
|
PEJ
|
PowerShares Dynamic Market Portfolio
|
|
NYSE Arca, Inc.
|
|
PWC
|
PowerShares Dynamic Media Portfolio
|
|
NYSE Arca, Inc.
|
|
PBS
|
PowerShares Dynamic Networking Portfolio
|
|
NYSE Arca, Inc.
|
|
PXQ
|
PowerShares Dynamic Oil & Gas Services Portfolio
|
|
NYSE Arca, Inc.
|
|
PXJ
|
PowerShares Dynamic Pharmaceuticals Portfolio
|
|
NYSE Arca, Inc.
|
|
PJP
|
PowerShares Dynamic Retail Portfolio
|
|
NYSE Arca, Inc.
|
|
PMR
|
PowerShares Dynamic Semiconductors Portfolio
|
|
NYSE Arca, Inc.
|
|
PSI
|
PowerShares Dynamic Software Portfolio
|
|
NYSE Arca, Inc.
|
|
PSJ
|
PowerShares Financial Preferred Portfolio
|
|
NYSE Arca, Inc.
|
|
PGF
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
NYSE Arca, Inc.
|
|
PRF
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
The NASDAQ Stock Market LLC
|
|
PRFZ
|
PowerShares Fundamental Pure Large Core Portfolio
|
|
NYSE Arca, Inc.
|
|
PXLC
|
PowerShares Fundamental Pure Large Growth Portfolio
|
|
NYSE Arca, Inc.
|
|
PXLG
|
PowerShares Fundamental Pure Large Value Portfolio
|
|
NYSE Arca, Inc.
|
|
PXLV
|
PowerShares Fundamental Pure Mid Growth Portfolio
|
|
NYSE Arca, Inc.
|
|
PXMG
|
PowerShares Fundamental Pure Mid Core Portfolio
|
|
NYSE Arca, Inc.
|
|
PXMC
|
PowerShares Fundamental Pure Mid Value Portfolio
|
|
NYSE Arca, Inc.
|
|
PXMV
|
PowerShares Fundamental Pure Small Growth Portfolio
|
|
NYSE Arca, Inc.
|
|
PXSG
|
PowerShares Fundamental Pure Small Core Portfolio
|
|
NYSE Arca, Inc.
|
|
PXSC
|
PowerShares Fundamental Pure Small Value Portfolio
|
|
NYSE Arca, Inc.
|
|
PXSV
|
PowerShares Global Listed Private Equity Portfolio
|
|
NYSE Arca, Inc.
|
|
PSP
|
PowerShares Golden Dragon China Portfolio
|
|
NYSE Arca, Inc.
|
|
PGJ
|
PowerShares High Yield Equity Dividend Achievers
Portfolio
|
|
NYSE Arca, Inc.
|
|
PEY
|
PowerShares International Dividend Achievers
Portfolio
|
|
NYSE Arca, Inc.
|
|
PID
|
PowerShares NASDAQ Internet Portfolio
|
|
The NASDAQ Stock Market LLC
|
|
PNQI
|
PowerShares S&P 500 BuyWrite Portfolio
|
|
NYSE Arca, Inc.
|
|
PBP
|
PowerShares S&P 500
®
High Quality
Portfolio
|
|
NYSE Arca, Inc.
|
|
SPHQ
|
PowerShares Water Resources Portfolio
|
|
NYSE Arca, Inc.
|
|
PHO
|
PowerShares WilderHill Clean Energy Portfolio
|
|
NYSE Arca, Inc.
|
|
PBW
|
PowerShares WilderHill Progressive Energy Portfolio
|
|
NYSE Arca, Inc.
|
|
PUW
|
PowerShares Zacks Micro Cap Portfolio
|
|
NYSE Arca, Inc.
|
|
PZI
|
Capitalized terms used herein that are not defined have the same meaning as in the
Prospectuses, unless otherwise noted. A copy of any Prospectus may be obtained without charge by writing to the Trusts Distributor, Invesco Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, or by calling toll free
800.983.0903. The audited financial statements for each Fund contained in the Trusts 2013 Annual Report and the related report of PricewaterhouseCoopers LLP, the independent registered public accounting firm of the Trust are incorporated
herein by reference in the section Financial Statements. No other portions of the Trusts Annual Report are incorporated by reference in to this SAI.
TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS
The Trust was organized as a Massachusetts business trust on June 9, 2000 and is authorized to have multiple
series or portfolios. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Trust currently offers shares of 53 Funds. This SAI consists of information
for 43 of those Funds. Each of the Funds (except as indicated below) is non-diversified and, as such, each Funds investments are not required to meet certain diversification requirements under the 1940 Act. The following Funds are
classified as diversified: PowerShares Cleantech
Portfolio, PowerShares Dividend Achievers
Portfolio, PowerShares DWA Momentum Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic
Large Cap Value Portfolio, PowerShares Dynamic Market Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Mid Core
Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure
Small Value Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares High Yield Equity Dividend
Achievers
Portfolio, PowerShares International Dividend Achievers
Portfolio, PowerShares S&P 500 BuyWrite Portfolio, PowerShares S&P 500
®
High Quality Portfolio, PowerShares WilderHill Clean Energy Portfolio, PowerShares WilderHill Progressive Energy
Portfolio and PowerShares Zacks Micro Cap Portfolio. The shares of each of the Funds are referred to in this SAI as Shares.
The investment objective of each Fund is to seek investment results that generally correspond (before fees and expenses) to the price and yield of its specific benchmark index (each, an Underlying
Index or Underlying Intellidex, as applicable). Invesco PowerShares Capital Management LLC (the Adviser), an indirect, wholly owned subsidiary of Invesco Ltd., manages the Funds.
Each Fund issues and redeems Shares at net asset value (NAV) only in aggregations of 50,000 Shares (each, a Creation
Unit or a Creation Unit Aggregation). Each Fund issues and redeems Creation Units principally in exchange for a basket of securities included in its Underlying Index or Underlying Intellidex (as defined below), as applicable (the
Deposit Securities), together with the deposit of a specified cash payment (the Cash Component), plus a fixed transaction fee. The Shares of all of the Funds are listed on NYSE Arca, Inc. (NYSE Arca), except for
the Shares of PowerShares FTSE RAFI US 1500 Small-Mid Portfolio and PowerShares NASDAQ Internet Portfolio, which are listed on The NASDAQ Stock Market LLC (NASDAQ) (together with NYSE Arca, the Exchanges). Shares trade on the
Exchanges at market prices that may be below, at or above NAV. In the event of the liquidation of a Fund, the Trust may decrease the number of Shares in a Creation Unit.
Each Fund reserves the right to offer creations and redemptions of Shares for cash, although they have no current intention of doing so. In addition, the Funds may issue Shares in advance of receipt of
Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the market value of the missing Deposit Securities. See the Creation and Redemption of Creation Unit
Aggregations section. In each instance of such cash creations or redemptions, the Funds may impose transaction fees that will be higher than the transaction fees associated with in-kind creations or redemptions.
EXCHANGE LISTING AND TRADING
There can be no assurance that a Fund will continue to meet the requirements of the Exchanges necessary to maintain the listing of the Funds Shares. The Exchanges may, but are not required to,
remove the Shares of a Fund from listing if: (i) following the initial 12-month period beginning at the commencement of trading of a Fund, there are fewer than 50 beneficial owners of the Shares of the Fund for 30 or more consecutive trading
days; (ii) the value of the Funds Underlying Index or Underlying Intellidex no longer is calculated or available; or (iii) such other event shall occur or condition shall exist that, in the opinion of the relevant Exchange, makes
further dealings on such Exchange inadvisable. The applicable Exchange will remove the Shares of a Fund from listing and trading upon termination of the Fund.
1
As in the case of other stocks traded on the Exchanges, brokers commissions on
transactions will be based on negotiated commission rates at customary levels.
The Trust reserves the right to adjust the
price levels of the Shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of each Fund.
INVESTMENT RESTRICTIONS
Investment Restrictions
The Funds have adopted as fundamental policies the
investment restrictions numbered (1) through (14) below, except that restrictions (1) and (2) only apply to those Funds classified as diversified Funds, as listed above in the section General Description of the
Trust and the Funds. Except as noted in the prior sentence or as otherwise noted below, each Fund, as a fundamental policy, may not:
(1) As to 75% of its total assets, invest more than 5% of the value of its total assets in the securities of any one issuer (other than obligations issued, or guaranteed, by the
U.S. Government, its agencies or instrumentalities).
(2) As to 75% of its total assets,
purchase more than 10% of all outstanding voting securities or any class of securities of any one issuer.
(3) With respect to the PowerShares Dynamic Market Portfolio, invest 25% or more of the value of
its total assets in securities of issuers in any one industry or group of industries, except to the extent that the Underlying Index concentrates in an industry or group of industries. This restriction does not apply to obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.
(4) With respect to the PowerShares Aerospace & Defense Portfolio,
PowerShares Buyback Achievers
Portfolio, PowerShares
Cleantech
Portfolio, PowerShares Dividend Achievers
Portfolio, PowerShares DWA Momentum Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction
Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Large Cap Value Portfolio, PowerShares
Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Networking Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic
Retail Portfolio, PowerShares Dynamic Semiconductors Portfolio, PowerShares Dynamic Software Portfolio, PowerShares Financial Preferred Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio,
PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Growth
Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares High Yield Equity Dividend Achievers
Portfolio, PowerShares International Dividend Achievers
Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares NASDAQ Internet Portfolio, PowerShares S&P 500 BuyWrite Portfolio, PowerShares S&P 500
®
High Quality Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio, PowerShares WilderHill Progressive Energy Portfolio and
PowerShares Zacks Micro Cap Portfolio, invest 25% or more of the value of its total assets in securities of issuers in any one industry or group of industries, except to the extent that the respective Underlying Index or Underlying Intellidex that
the Fund replicates, concentrates in an industry or group of industries. The PowerShares Water Resources Portfolio will invest at least 25% of the value of its total assets in the water industry. This restriction does not apply to obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities.
(5) With
respect to PowerShares Fundamental Pure Large Growth Portfolio and PowerShares Fundamental Pure Large Value Portfolio, invest more than 25% of the value of its net assets in securities of
2
issuers in any one industry or group of industries, except to the extent that the Underlying Index that the Fund replicates concentrates in an industry or group of industries. This restriction
does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
(6) With respect to the PowerShares Dynamic Market Portfolio, PowerShares Golden Dragon China Portfolio and PowerShares High Yield Equity Dividend Achievers
Portfolio, borrow money, except that the Fund may (i) borrow money from banks for temporary or emergency
purposes (but not for leverage or the purchase of investments) and (ii) make other investments or engage in other transactions permissible under the 1940 Act that may involve a borrowing, provided that the combination of (i) and
(ii) shall not exceed
33
1
/
3
% of the value of the Funds total assets (including the amount borrowed), less the Funds liabilities (other than borrowings).
(7) With respect to the PowerShares Aerospace & Defense Portfolio,
PowerShares Cleantech
Portfolio, PowerShares Dividend Achievers
Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building &
Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Large Cap Value Portfolio,
PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Media Portfolio, PowerShares Dynamic Networking Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio,
PowerShares Dynamic Retail Portfolio, PowerShares Dynamic Semiconductors Portfolio, PowerShares Dynamic Software Portfolio, PowerShares FTSE RAFI US 1000, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value
Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure Small Value Portfolio, PowerShares International Dividend Achievers
Portfolio, PowerShares S&P 500 High Quality Portfolio, PowerShares Water Resources Portfolio, PowerShares WilderHill Clean Energy Portfolio and PowerShares Zacks
Micro Cap Portfolio, borrow money, except that the Fund may (i) borrow money from banks for temporary or emergency purposes (but not for leverage or the purchase of investments) up to 10% of its assets and (ii) make other investments or
engage in other transactions permissible under the 1940 Act that may involve a borrowing, provided that the combination of (i) and (ii) shall not exceed 33
1
/
3
% of the value of the Funds total assets (including the amount borrowed), less the Funds liabilities (other than borrowings).
(8) With respect to the PowerShares Buyback Achievers
Portfolio, PowerShares DWA Momentum Portfolio, PowerShares Financial Preferred Portfolio, PowerShares FTSE RAFI US
1500 Small-Mid Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares NASDAQ
Internet Portfolio, PowerShares S&P 500 BuyWrite Portfolio and PowerShares WilderHill Progressive Energy Portfolio, borrow money, except that the Fund may (i) borrow money from banks for temporary or emergency purposes (but not for leverage
or the purchase of investments) up to 10% of its total assets and (ii) make other investments or engage in other transactions permissible under the 1940 Act that may involve a borrowing, provided that the combination of (i) and
(ii) shall not exceed
33
1
/
3
% of the value of the Funds total assets (including the amount borrowed), less the Funds liabilities (other than borrowings).
(9) With respect to the PowerShares Fundamental Pure Large Growth Portfolio and PowerShares
Fundamental Pure Large Value Portfolio, borrow money, except that the Fund may borrow money to the extent permitted by (i) the 1940 Act, (ii) the rules and regulations promulgated by the Securities and Exchange Commission (SEC)
under the 1940 Act, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act.
(10) Act as an underwriter of another issuers securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of
1933 in connection with the purchase and sale of portfolio securities.
3
(11) Make loans to other
persons, except through (i) the purchase of debt securities permissible under the Funds investment policies, (ii) repurchase agreements or (iii) the lending of portfolio securities, provided that no such loan of portfolio
securities may be made by the Fund if, as a result, the aggregate of such loans would exceed 33
1
/
3
% of the value of the Funds total assets.
(12) Purchase or sell physical commodities unless acquired as a result of ownership of securities
or other instruments (but this shall not prevent the Fund (i) from purchasing or selling options, futures contracts or other derivative instruments, or (ii) from investing in securities or other instruments backed by physical commodities).
(13) Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prohibit the Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities).
(14) Issue senior securities, except as permitted under the 1940 Act.
Except for restrictions (6), (7), (8), (9) and (11)(iii), if a Fund adheres to a percentage restriction at the
time of investment, a later increase in percentage resulting from a change in market value of the investment or the total assets, or the sale of a security out of the portfolio, will not constitute a violation of that restriction. With respect to
restrictions (6), (7), (8), (9) and (11)(iii), in the event that a Funds borrowings or securities lending at any time exceed 33
1
/
3
% of the value of the Funds total assets (including the amount borrowed or
securities loaned), less the Funds liabilities (other than borrowings) due to subsequent changes in the value of the Funds assets or otherwise, within three business days, the Fund will take corrective action to reduce the amount of its
borrowings or securities lending to an extent that such borrowings or securities loaned will not exceed 33
1
/
3
% of the value of the Funds total assets (including the amount borrowed or loaned) less the Funds liabilities
(other than borrowings or securities loaned).
The foregoing fundamental investment policies cannot be changed as
to a Fund without approval by holders of a majority of the Funds outstanding voting securities. As defined in the 1940 Act, this means the vote of (i) 67% or more of the Funds Shares present at a meeting, if the holders
of more than 50% of the Funds Shares are present or represented by proxy, or (ii) more than 50% of the Funds Shares, whichever is less.
In addition to the foregoing fundamental investment policies, each Fund also is subject to the following
non-fundamental
restrictions and policies, which may be
changed by the Board of Trustees of the Trust (the Board) without shareholder approval. Each Fund may not:
(1) Except for PowerShares Fundamental Pure Large Growth Portfolio and PowerShares Fundamental Pure Large Value Portfolio, sell securities short, unless the Fund owns or has the
right to obtain securities equivalent in kind and amount to the securities sold short at no added cost, and provided that transactions in options, futures contracts, options on futures contracts or other derivative instruments are not deemed to
constitute selling securities short.
(2) With respect to PowerShares Fundamental Pure
Large Growth Portfolio and PowerShares Fundamental Pure Large Value Portfolio, sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold short at no added cost.
(3) Except for PowerShares Fundamental Pure Large Growth Portfolio and PowerShares Fundamental Pure
Large Value Portfolio, purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with futures contracts, options on
futures contracts or other derivative instruments shall not constitute purchasing securities on margin.
(4) With respect to PowerShares Fundamental Pure Large Growth Portfolio and PowerShares Fundamental
Pure Large Value Portfolio, purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions.
(5) With respect to PowerShares Global Listed Private Equity Portfolio, purchase securities of
open-end or closed-end investment companies except in compliance with the 1940 Act.
4
(6) Except for PowerShares Global Listed Private
Equity Portfolio, purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act, although the Fund may not acquire any securities of registered open-end investment companies or registered unit investment
trusts in reliance on Sections 12(d)(1)(F) and 12(d)(1)(G) of the 1940 Act.
(7) Invest
in direct interests in oil, gas or other mineral exploration programs or leases; however, the Fund may invest in the securities of issuers that engage in these activities.
(8) Invest in illiquid securities if, as a result of such investment, more than 15% of the
Funds net assets would be invested in illiquid securities.
(9) With respect to the PowerShares Dynamic Market Portfolio, PowerShares
Golden Dragon China Portfolio and PowerShares High Yield Equity Dividend Achievers
Portfolio, enter into
futures contracts or related options if more than 30% of the Funds net assets would be represented by such instruments or more than 5% of the Funds net assets would be committed to initial margin deposits and premiums on futures
contracts and related options.
The investment objective of each Fund is a non-fundamental policy that can be changed by the
Board without approval by shareholders.
Each Fund (except PowerShares Buyback Achievers
Portfolio, PowerShares DWA Momentum Portfolio, PowerShares Dynamic Market Portfolio, PowerShares FTSE RAFI US 1000
Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares International Dividend Achievers
Portfolio and PowerShares S&P 500
®
High Quality Portfolio) normally will invest at least 80% of its
total assets in securities suggested by its name (the 80% investment policy). Each Fund considers the securities suggested by its name to be those securities that comprise that Funds Underlying Index or Underlying Intellidex. The
80% investment policy for each Fund is a non-fundamental policy, and each of these Funds will provide its shareholders with at least 60 days prior written notice of any change in such policy. If, subsequent to an investment, a Fund invests
less than 80% of its total assets pursuant to the 80% investment policy, that Fund will make future investments in securities that satisfy this policy.
INVESTMENT STRATEGIES AND RISKS
Investment Strategies
Each Fund seeks to achieve its investment objective by investing primarily in securities that comprise its Underlying
Index or Underlying Intellidex. Each Fund operates as an index fund and will not be actively managed. Each Fund attempts to replicate, before fees and expenses, the performance of its Underlying Index or Underlying Intellidex, Each Fund (except
PowerShares Financial Preferred Portfolio) generally invests in all of the securities comprising its Underlying Index or Underlying Intellidex in proportion to the weightings of the securities in the Underlying Index or Underlying Intellidex,
although a Fund may use sampling techniques for the purpose of complying with regulatory or investment restrictions or when sampling is deemed appropriate to track the Underlying Index or Underlying Intellidex. PowerShares Financial Preferred
Portfolio uses a sampling methodology to seek to achieve its investment objective, which may cause that Fund not to be as well correlated with the return of its Underlying Index as would be the case if the Fund purchased all of the
securities in its Underlying Index in the proportions represented in such Underlying Index.
Investment Risks
A discussion of each Funds principal investment strategies and the principal risks associated with an investment in the Funds is
contained in the Funds Prospectuses in the Summary InformationPrincipal Investment Strategies, Summary InformationPrincipal Risks of Investing in the Funds and Additional Information About the
Funds Strategies and Risks sections. The discussion below supplements, and should be read in conjunction with, these sections.
An investment in a Fund should be made with an understanding that the value of the Funds portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of
the portfolio securities, the value of common stocks in general and other factors that affect the market.
5
An investment in a Fund also should be made with an understanding of the risks inherent in
an investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the stock market may deteriorate (either of which may cause a decrease in the value of the portfolio
securities, and thus in the value of Shares). Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence and perceptions of their issuers change. These investor
perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political,
economic or banking crises.
The Funds are not actively managed, and therefore the adverse financial condition of any one
issuer will not result in the elimination of its securities from the securities a Fund holds unless the respective index provider removes the securities of such issuer from its respective Underlying Index or Underlying Intellidex.
An investment in each Fund also should be made with an understanding that the Fund will not be able to replicate exactly the performance
of its Underlying Index or Underlying Intellidex because the total return the securities generate will be reduced by transaction costs incurred in adjusting the actual balance of the securities and other Fund expenses, whereas such transaction costs
and expenses are not included in the calculation of its Underlying Index or Underlying Intellidex. In addition, PowerShares Financial Preferred Portfolio may use a representative sampling approach, which may cause the Fund not to be as well
correlated with the return of its Underlying Index as would be the case if the Fund purchased all of the securities in its Underlying Index in the proportions represented in such Underlying Index. It is also possible that, for short periods of time,
a Fund may not replicate fully the performance of its Underlying Index or Underlying Intellidex due to the temporary unavailability of certain Underlying Index or Underlying Intellidex securities in the secondary market or due to other extraordinary
circumstances. Such events are unlikely to continue for an extended period of time, because the Fund is required to correct such imbalances by means of adjusting the composition of its portfolio holdings. It also is possible that the composition of
a Fund may not replicate exactly the composition of its respective Underlying Index or Underlying Intellidex if the Fund has to adjust its portfolio holdings to continue to qualify as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the Internal Revenue Code).
Correlation and Tracking
Error.
Correlation measures the degree of association between the returns of a Fund and its Underlying Index or Underlying Intellidex. Each Fund seeks a correlation over time of 0.95 or better between the Funds performance and
the performance of the Underlying Index or Underlying Intellidex; a figure of 1.00 would indicate perfect correlation. Correlation is calculated at each Funds fiscal year-end by comparing the Funds average monthly total returns, before
fees and expenses, to its Underlying Indexs or Underlying Intellidexs average monthly total returns over the prior one-year period (or since inception if the Fund has been in existence for less than one year). Another means of evaluating
the degree of correlation between the returns of a Fund and its Underlying Index or Underlying Intellidex is to assess the tracking error between the two. Tracking error means the variation between each Funds annual return and the
return of its Underlying Index or Underlying Intellidex, expressed in terms of standard deviation. Each Fund seeks to have a tracking error of less than 5%, measured on a monthly basis over one-year period(s), by taking the standard deviation of the
difference in the Funds returns versus the Underlying Indexs or Underlying Intellidexs returns.
Equity
Securities.
Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, generally have inferior rights to receive payments from the issuer in
comparison with the rights of creditors, or holders of debt obligations or preferred stocks. Unlike debt securities, which typically have a stated principal amount payable at maturity (whose value, however, is subject to market fluctuations prior
thereto), or preferred stocks, which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity.
Lending Portfolio Securities.
Each of PowerShares Buyback Achievers
Portfolio, PowerShares
Cleantech
Portfolio, PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic
Pharmaceuticals Portfolio, PowerShares Financial Preferred Portfolio, PowerShares FTSE RAFI US 1000
6
Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Growth Portfolio, PowerShares Fundamental Pure
Small Value Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares Golden Dragon China Portfolio, PowerShares High Yield Equity Dividend Achievers
Portfolio, PowerShares International Dividend Achievers
Portfolio, PowerShares NASDAQ Internet Portfolio, PowerShares WilderHill Clean Energy Portfolio, PowerShares WilderHill Progressive Energy Portfolio and PowerShares
Zacks Micro Cap Portfolio may lend their portfolio securities (principally to brokers, dealers or other financial institutions) to generate additional income.
Such loans are callable at any time and are continuously secured by segregated cash
collateral equal to at least 102% of the market value, determined daily, of the loaned securities. In case of significant upside movements in the price of the loaned securities, there is a risk that the Fund may be under-collateralized overnight. If
that were the case, collateral levels would be stabilized the next day with the request by the Adviser of additional collateral to restore the 102% limit. Each such Fund may lend portfolio securities to the extent of one-third of its total assets. A
Fund will lend its securities only to parties that its investment adviser has determined are in good standing and when, in the investment advisers judgment, the potential income earned would justify the risks.
A Fund will not have the right to vote securities while they are on loan, but it will call a loan in anticipation of an important vote. A
Fund would receive income in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral or on the investment of any cash collateral.
Securities lending involves a risk of loss because the borrower may fail to return the securities in a timely manner or at all. If the
borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a Fund could experience delays and costs in recovering securities loaned or gaining access to the collateral. If a Fund is not able to
recover the securities loaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to a Fund if and to the extent that the market value of the loaned securities increases and
the collateral is not increased accordingly. Securities lending also involves exposure to operational risk (the risk of loss resulting from errors in the settlement and accounting process) and gap risk (the risk that the return on cash
collateral reinvestments will be less than the fees paid to the borrower).
Any cash received as collateral for loaned
securities will be invested, in accordance with the investment guidelines of a Fund, in an affiliated money market fund. Investing this cash subjects that investment to market appreciation or depreciation. For purposes of determining whether a Fund
is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the respective Fund, but will not consider any collateral received as an asset of that Fund. A Fund will bear any loss
on the investment of its cash collateral.
For a discussion of the federal income tax considerations relating to lending
portfolio securities, see Taxes.
Repurchase Agreements.
Each Fund may enter into repurchase
agreements, which are agreements pursuant to which a Fund acquires securities from a third party with the understanding that the seller will repurchase them at a fixed price on an agreed date. These agreements may be made with respect to any of the
portfolio securities in which the Fund is authorized to invest. Repurchase agreements may be characterized as loans secured by the underlying securities. Each Fund may enter into repurchase agreements with (i) member banks of the Federal
Reserve System having total assets in excess of $500 million and (ii) securities dealers (Qualified Institutions). The Adviser will monitor the continued creditworthiness of Qualified Institutions.
The use of repurchase agreements involves certain risks. For example, if the seller of securities under a repurchase agreement defaults on
its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Fund will seek to dispose of such securities, which could involve costs or delays. If the seller becomes insolvent and subject to liquidation or
reorganization under applicable bankruptcy or other laws, the Funds ability to dispose of the underlying securities may be restricted. Finally, the Fund may not be able to substantiate its interest in the underlying securities. To minimize
this risk, the custodian will hold the securities underlying the repurchase agreement at all times in an amount at least equal to the repurchase price,
7
including accrued interest. If the seller fails to repurchase the securities, the Fund may suffer a loss to the extent proceeds from the sale of the underlying securities are less than the
repurchase price.
The resale price reflects the purchase price plus an agreed upon market rate of interest. The collateral is
marked-to-market daily.
Reverse Repurchase Agreements.
Each Fund may enter into reverse repurchase
agreements, which involve the sale of securities with an agreement to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. The securities purchased with the funds obtained from the
agreement and securities collateralizing the agreement will have maturity dates no later than the repayment date. Generally, the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities
involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some of the interest income associated with those securities. Such transactions are only advantageous if the Fund has an opportunity to earn a
greater rate of return on the cash derived from these transactions than the interest cost of obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid
may not always be available and the Fund intends to use the reverse repurchase technique only when the Adviser believes it will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any interim increase or decrease in
the value of the Funds assets. The custodian bank will maintain a separate account for the Fund with securities having a value equal to or greater than such commitments. Under the 1940 Act, reverse repurchase agreements are considered
borrowings.
Money Market Instruments.
Each Fund may invest a portion of its assets in high-quality money
market instruments on an ongoing basis to provide liquidity. The instruments in which a Fund may invest include: (i) short-term obligations issued by the U.S. Government; (ii) negotiable certificates of deposit (CDs), fixed
time deposits and bankers acceptances of U.S. and foreign banks and similar institutions; (iii) commercial paper rated at the date of purchase Prime-1 by Moodys Investors Service, Inc. or A-1+ or
A-1 by Standard & Poors or, if unrated, of comparable quality as the Adviser determines; (iv) repurchase agreements; and (v) money market mutual funds. CDs are short-term negotiable obligations of commercial
banks. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with
international transactions.
Investment Companies.
Each Fund may invest in the securities of other investment
companies beyond the limits permitted under the 1940 Act, subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust in 2012 (the 2012 Order). Absent such exemptive relief, the Funds investments
in investment companies would be limited to, subject to certain exceptions, (i) 3% of the total outstanding voting stock of any one investment company, (ii) 5% of the Funds total assets with respect to any one investment company and
(iii) 10% of a Funds total assets of investment companies in the aggregate. However, as a
non-fundamental
restriction, no Fund (except PowerShares Global Listed Private Equity Portfolio) may acquire
any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) and 12(d)(1)(G) of the 1940 Act.
Under the pertinent terms of the 2012 Order, each Fund that relies on that order may invest in registered investment companies in excess of the limitations imposed by Sections 12(d)(1)(A) and 12(d)(1)(C)
of the 1940 Act. The total amount of securities held by the Fund, both individually and when aggregated with all other shares of the acquired fund held by other registered investment companies or private investment pools advised by PowerShares
or its affiliates (as well as shares held by PowerShares and its affiliates) cannot exceed 25% of the outstanding voting securities of the acquired investment company, and the none of these entities (including the Fund) may individually or
collectively exert a controlling influence over the acquired investment company. A Fund may not rely on 2012 Order to acquire an investment company that itself has ownership of investment company shares in excess of the limitations contained in
Section 12(d)(1)(A) of the 1940 Act. To the extent necessary to comply with the provisions of the 1940 Act or the 2012 Order, on any matter upon which an
8
underlying investment companys shareholders are solicited to vote, the Adviser of that Fund will vote the underlying investment company shares in the same general proportion as shares held
by other shareholders of the underlying investment company.
In addition, the Trust has previously obtained exemptive relief in
2007 that allows other investment companies to acquire shares of the Trust in excess of the limitations imposed by Section 12(d)(1)(A) (the 2007 Order). This relief is conditioned on those acquiring funds obtaining a participation
agreement signed by both the acquiring fund and the Fund that it wishes to acquire in excess of the 12(d)(1)(A) limitations. No Fund that relies on the 2012 Order will enter into a participation agreement pursuant to the 2007 Order, and no Fund that
has a signed participation agreement in effect pursuant to the 2007 Order will rely on the 2012 Order.
Real Estate
Investment Trusts (REITs).
Each Fund may invest in the securities of REITs, which pool investors funds for investments primarily in real estate properties, to the extent allowed by law. Investment in REITs may be the
most practical available means for a Fund to invest in the real estate industry. As a shareholder in a REIT, the Fund would bear its ratable share of the REITs expenses, including its advisory and administration fees. At the same time, the
Fund would continue to pay its own investment advisory fees and other expenses, as a result of which the Fund and its shareholders in effect will be absorbing duplicate levels of fees with respect to investments in REITs. A REIT may focus on
particular projects, such as apartment complexes, or geographic regions, such as the southeastern United States, or both.
REITs generally can be classified as equity REITs, mortgage REITs and hybrid REITs. Equity REITs generally invest a majority of their
assets in income-producing real estate properties to generate cash flow from rental income and gradual asset appreciation. The income-producing real estate properties in which equity REITs invest typically include properties such as office, retail,
industrial, hotel and apartment buildings, self storage, specialty and diversified and healthcare facilities. Equity REITs can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their
assets in real estate mortgages and derive their income primarily from interest payments on the mortgages. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
REITs can be listed and traded on national securities exchanges or can be traded privately between individual owners. The Funds may invest
in both publicly and privately traded REITs.
The Funds conceivably could own real estate directly as a result of a default on
the securities it owns. Therefore, the Funds may be subject to certain risks associated with the direct ownership of real estate, including difficulties in valuing and trading real estate, declines in the values of real estate, risks related to
general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operated expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents,
changes in neighborhood values, the appeal of properties to tenants and increases in interest rates.
In addition to the risks
described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Equity and mortgage REITs depend upon management
skill, are not diversified and therefore are subject to the risk of financing single or a limited number of projects. REITs also are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation and the possibility of failing to
qualify for conduit income tax treatment under the Internal Revenue Code and/or failing to maintain an exemption from the 1940 Act. Changes in interest rates also may affect the value of debt securities held by the Funds. By investing in REITs
indirectly through the Funds, a shareholder will bear not only his/her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs.
Illiquid Securities.
The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that
dealers will make or maintain a market or that any such market will be or remain liquid. The price at which securities may be sold and the value of a Funds Shares will be adversely affected if trading markets for the Funds portfolio
securities are limited or absent, or if bid/ask spreads are wide. Each Fund may invest up to an aggregate amount of 15% of its net assets in illiquid securities. Illiquid securities include securities subject to contractual or other restrictions on
resale and other instruments that lack readily available markets.
9
Borrowing.
Each Fund may borrow money from a bank or another person up to
limits set forth in the section Investment Restrictions to meet shareholder redemptions, for temporary or emergency purposes and for other lawful purposes. Borrowed money will cost a Fund interest expense and/or other fees. The costs of
borrowing may reduce a Funds return. Borrowing also may cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations to repay borrowed monies. To the extent that a Fund has outstanding borrowings, it
will be leveraged. Leveraging generally exaggerates the effect on NAV of any increase or decrease in the market value of a Funds portfolio securities.
Futures and Options.
Each Fund may enter into U.S. futures contracts, options and options on futures contracts. These futures contracts and options will be used to simulate full
investment in the Underlying Index or Underlying Intellidex, to facilitate trading or to reduce transaction costs. Each Fund only will enter into futures contracts and options on futures contracts that are traded on a U.S. exchange. Each Fund will
not use futures or options for speculative purposes.
A call option gives a holder the right to purchase a specific security or
an index at a specified price (exercise price) within a specified period of time. A put option gives a holder the right to sell a specific security or an index at a specified price within a specified period of time. The initial purchaser
of a call option pays the writer, i.e., the party selling the option, a premium which is paid at the time of purchase and is retained by the writer whether or not such option is exercised. Each Fund may purchase put options to hedge its
portfolio against the risk of a decline in the market value of securities held and may purchase call options to hedge against an increase in the price of securities it is committed to purchase. Each Fund may write put and call options along with a
long position in options to increase its ability to hedge against a change in the market value of the securities it holds or is committed to purchase.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific instrument or index at a specified future time and at a specified price. Stock
index contracts are based on indices that reflect the market value of common stock of the firms included in the indices. Each Fund may enter into futures contracts to purchase security indices when the Adviser anticipates purchasing the underlying
securities and believes prices will rise before the purchase will be made. The custodian will segregate assets committed to futures contracts to the extent required by law.
An option on a futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to assume a position in the underlying futures
contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery
of the accumulated balance in the writers futures margin account that represents the amount by which the market price of the futures contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the
option on the futures contract. The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the option is fixed at the point of
purchase, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and that change would be reflected in the NAV of each Fund. The potential for loss
related to writing call options on equity securities or indices is unlimited. The potential for loss related to writing put options is limited only by the aggregate strike price of the put option less the premium received.
Each Fund may purchase and write put and call options on futures contracts that are traded on a U.S. exchange as a hedge against changes
in value of its portfolio securities, or in anticipation of the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee that such closing transactions can be
effected.
Upon entering into a futures contract, each Fund will be required to deposit with the broker an amount of cash or
cash equivalents in the range of approximately 5% to 7% of the contract amount (this amount is subject to change by the exchange on which the contract is traded). This amount, known as initial margin, is in the nature of a performance
bond or good faith deposit on the contract and is returned to each Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments, known as
10
variation margin, to and from the broker will be made daily as the price of the index underlying the futures contract fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as marking-to-market. At any time prior to expiration of a futures contract, each Fund may elect to close the position by taking an opposite position, which will operate to terminate each
Funds existing position in the contract.
Risks of Futures and Options Transactions.
There are several
risks accompanying the utilization of futures contracts and options on futures contracts. First, while each Fund would utilize futures contracts only if an active market exists for such contracts, there is no guarantee that a liquid market will
exist for the contract at a specified time.
Furthermore, because, by definition, futures contracts project price levels in the
future and not current levels of valuation, market circumstances may result in a discrepancy between the price of the stock index future and the movement in the Underlying Index or Underlying Intellidex. In the event of adverse price movements, each
Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may
be disadvantageous to do so. In addition, the Fund may be required to deliver the instruments underlying futures contracts it has sold.
The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered stock index futures contracts) potentially is unlimited. No Fund plans to use futures
and options contracts in this way. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a relatively small price movement in a futures contract may result in immediate
and substantial loss or gain to the investor relative to the size of a required margin deposit. The Funds, however, intend to utilize futures and options contracts in a manner designed to limit their risk exposure to levels comparable to direct
investment in stocks.
The Funds use of futures and options on futures involves the risk of imperfect or even negative
correlation to their respective Underlying Index or Underlying Intellidex if the index underlying the futures contract differs from the Underlying Index or Underlying Intellidex.
The Funds also risk loss of margin deposits in the event of bankruptcy of a broker with whom the Fund has an open position in the futures
contract or option; however, this risk is minimized substantially because (a) of the regulatory requirement that the broker has to segregate customer funds from its corporate funds, and (b) in the case of regulated exchanges in
the United States, the clearing corporation stands behind the broker to make good losses in such a situation. The purchase of put or call options could be based upon predictions by the Adviser as to anticipated trends, which predictions could prove
to be incorrect and a part or all of the premium paid therefore could be lost.
Because the futures market imposes less
burdensome margin requirements than the securities market, an increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit establishes the maximum amount by which the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. It is possible that futures contract prices could move to the daily limit for several consecutive trading days
with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting the Fund to substantial losses. In the event of adverse price movements, the Fund would be required to make daily cash payments of variation margin.
Although each Fund intends to enter into futures contracts only if there is an active market for such contracts, there is no
assurance that an active market will exist for the contracts at any particular time.
Swap Agreements.
Each
Fund may enter into swap agreements. PowerShares Global Listed Private Equity Portfolio is the only Fund currently using swap agreements, including total return swap agreements. Swap agreements are contracts between parties in which one party agrees
to make periodic payments to the other party
11
(the Counterparty) based on the change in market value or level of a specified rate, index or asset. In return, the Counterparty agrees to make periodic payments to the first party
based on the return of a different specified rate, index or asset. Swap agreements usually will be done on a net basis, the Fund receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of the Funds
obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or highly liquid securities having an aggregate value at least equal to the accrued excess is maintained in an account at the Trusts
custodian bank.
Risks of Swap Agreements.
For the PowerShares Global Listed Private Equity Portfolio, the
risk of loss with respect to swaps generally is limited to the net amount of payments that the Fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty will default on its obligations. If such a
default were to occur, the Fund will have contractual remedies pursuant to the agreements related to the transaction. However, such remedies may be subject to bankruptcy and insolvency laws that could affect the Funds rights as a creditor
(e.g., the Fund may not receive the net amount of payments that it contractually is entitled to receive).
In a total return
swap transaction, one party agrees to pay the other party an amount equal to the total return on a defined underlying asset or a non-asset reference during a specified period of time. The underlying asset might be a security or basket of securities,
and the non-asset reference could be a securities index. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return from a different underlying asset or non-asset reference. The payments
of the two parties could be made on a net basis.
Total return swaps could result in losses for PowerShares Global Listed
Private Equity Portfolio if the underlying asset or reference does not perform as anticipated. Total return swaps can have the potential for unlimited losses. PowerShares Global Listed Private Equity Portfolio may lose money in a total return swap
if the counterparty fails to meet its obligations.
PowerShares Global Listed Private Equity Portfolio will earmark or
segregate assets in the form of cash and cash equivalents in an amount equal to the aggregate market value of the swaps of which it is the seller,
marked-to-market
on a daily basis.
Restrictions on the Use of Futures Contracts, Options on Futures Contracts and Swaps.
In February 2012, the Commodity
Futures Trading Commission (CFTC) adopted amendments to Rule 4.5 of the Commodity Exchange Act (CEA) that significantly limit the ability of certain regulated entities, including registered investment companies such as the
Trust, to rely on an exclusion that would exempt its investment adviser from having to register with the CFTC as a commodity pool operator (CPO). The exclusion from Rule 4.5 previously allowed registered investment companies to engage in
unlimited transactions involving futures contracts. However, under amended Rule 4.5, the investment adviser of a registered investment company may claim exclusion from registration as a CPO only if the registered investment company that it advises
uses futures contracts solely for bona fide hedging purposes or limits its use of futures contracts for non-bona fide hedging purposes such that (i) the aggregate initial margin and premiums required to establish non-bona fide
hedging positions with respect to futures contracts do not exceed 5% of the liquidation value of the registered investment companys portfolio, or (ii) the aggregate notional value of the non-bona fide hedging commodity
interests do not exceed 100% of the liquidation value of the registered investment companys portfolio (taking into account unrealized profits and unrealized losses on any such positions). The Adviser has claimed exclusion on behalf of each
Fund under the amended Rule 4.5. These rule revisions effectively limit the Funds use of futures, options on futures, swaps, or other commodity interests. Each of the Funds currently intends to comply with the terms of revised Rule 4.5 so as
to avoid regulation as a commodity pool, and as a result, the ability of each Fund to utilize futures, options on futures, swaps, or other commodity interests may be limited in accordance with the terms of the rule, as well as any limits set forth
in the Funds Prospectuses and this SAI.
12
PORTFOLIO TURNOVER
For the fiscal year ended April 30, 2013, the portfolio turnover rate for each of the following Funds varied significantly from such
Funds portfolio turnover rate for the fiscal year ended April 30, 2012 due to the application of each Funds respective index methodology:
PowerShares Buyback Achievers
Portfolio
PowerShares DWA Momentum Portfolio
PowerShares Dynamic Food & Beverage Portfolio
PowerShares Dynamic Market Portfolio
PowerShares Fundamental Pure Large Growth Portfolio
PowerShares Fundamental Pure Mid Core Portfolio
PowerShares Fundamental Pure Mid Growth Portfolio
PowerShares Fundamental Pure Mid Value Portfolio
PowerShares Fundamental Pure Small Core Portfolio
PowerShares Fundamental Pure Small Growth
Portfolio
PowerShares Fundamental Pure Small Value Portfolio
PowerShares Global Listed Private Equity Portfolio
PowerShares Golden Dragon China Portfolio
PowerShares S&P 500 BuyWrite Portfolio
PowerShares Zacks Micro Cap Portfolio
DISCLOSURE OF
PORTFOLIO HOLDINGS
Quarterly Portfolio Schedule.
The Trust is required to disclose, after its first and
third fiscal quarters, the complete schedule of each Funds portfolio holdings with the SEC on Form N-Q. The Trust also discloses a complete schedule of each Funds portfolio holdings with the SEC on Form N-CSR after its second and fourth
quarters.
The Funds Form N-Qs and Form N-CSRs are available on the SECs website at http://www.sec.gov. The
Funds Form N-Qs and Form N-CSRs also may be reviewed and copied at the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 202.551.8090. The Funds Form
N-Qs and Form N-CSRs are available without charge, upon request, by calling 630.933.9600 or 800.983.0903 or by writing to PowerShares Exchange-Traded Fund Trust at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515.
Portfolio Holdings Policy.
The Trust has adopted a policy regarding the disclosure of information about the Funds
portfolio holdings. The Board must approve all material amendments to this policy.
The Funds portfolio holdings are
disseminated publicly each day that the Funds are open for business through financial reporting and news services, including publicly accessible Internet websites. In addition, a basket composition file, which includes the security names and share
quantities to deliver in exchange for Shares, together with estimates and actual cash components, is disseminated publicly each day prior to the opening of the Exchanges via the National Securities Clearing Corporation (NSCC). The basket
represents one Creation Unit of each Fund. The Trust, the Adviser and The Bank of New York Mellon (BNYM or the Administrator) will not disseminate non-public information concerning the Trust.
Access to information concerning the Funds portfolio holdings may be permitted at other times to personnel of third-party service
providers, including the Funds custodian, transfer agent, auditors and counsel, as may be necessary to conduct business in the ordinary course in a manner consistent with such service providers agreements with the Trust on behalf of the
Funds.
MANAGEMENT
The primary responsibility of the Board is to represent the interests of the Funds and to provide oversight of the management of the Funds. The Trust currently has eight Trustees. Seven Trustees are not
interested, as that term is defined in the 1940 Act, and have no affiliation or business connection with the Adviser or any of its affiliated persons and do not own any stock or other securities issued by the Adviser (the
Independent Trustees). The other Trustee (the Interested Trustee) is affiliated with the Adviser.
13
The Independent Trustees of the Trust, their term of office and length of time served, their
principal business occupations during the past five years, the number of portfolios in the Fund Complex (defined below) that they oversee and other directorships, if any, that they hold are shown below. The Fund Complex includes all open and
closed-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser that is an affiliated person of the Adviser. As of the date of this SAI, the Fund Family consists of the Trust and
three other exchange-traded fund trusts advised by the Adviser.
|
|
|
|
|
|
|
|
|
|
|
Name, Address and Age
of Independent Trustees
|
|
Position(s) Held
with Trust
|
|
Term of
Office and
Length of
Time Served*
|
|
Principal Occupation(s)
During Past 5
Years
|
|
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
|
|
Other Directorships
Held by
Independent Trustees
During Past 5 Years
|
|
|
|
|
|
|
Ronn R. Bagge (55)
c/o Invesco
PowerShares Capital
Management LLC
3500 Lacey Road, Suite 700,
Downers Grove, IL
60515
|
|
Trustee
|
|
Since 2003
|
|
Founder and Principal, YQA Capital Management LLC (1998-Present); formerly Owner/CEO of Electronic Dynamic Balancing Co., Inc. (high-speed rotating equipment service
provider).
|
|
114
|
|
None
|
|
|
|
|
|
|
Todd J. Barre (55)
c/o Invesco
PowerShares Capital
Management LLC
3500 Lacey Road, Suite 700,
Downers Grove, IL
60515
|
|
Trustee
|
|
Since 2010
|
|
Assistant Professor of Business, Trinity Christian College (2010-Present); formerly Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and
Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001), BMO Financial Group/Harris Private Bank.
|
|
114
|
|
None
|
|
|
|
|
|
|
Marc M. Kole (53)
c/o Invesco
PowerShares Capital
Management LLC
3500 Lacey Road, Suite 700,
Downers Grove, IL
60515
|
|
Trustee
|
|
Since 2006
|
|
Chief Financial Officer, Hope Network (social services) (2008-2012); formerly, Assistant Vice President and Controller, Priority Health (health insurance) (2005-2008); Senior Vice
President of Finance, United Healthcare (2004-2005); Senior Vice President of Finance, Oxford Health Plans (2000-2004).
|
|
114
|
|
None
|
|
|
|
|
|
|
Yung Bong Lim (49)
c/o Invesco
PowerShares Capital
Management LLC
3500 Lacey Road, Suite 700,
Downers Grove , IL
60515
|
|
Trustee
|
|
Since 2013
|
|
Managing Partner, Residential Dynamics Group LLC (2008-Present); formerly, Managing Director, Citadel Investment Group, L.L.C. (1999-2007).
|
|
114
|
|
None
|
|
|
|
|
|
|
Philip M. Nussbaum (51)
c/o
Invesco PowerShares Capital
Management LLC
3500 Lacey Road, Suite 700,
Downers Grove, IL 60515
|
|
Trustee
|
|
Since 2003
|
|
Chairman, Performance Trust Capital Partners (2004-Present).
|
|
114
|
|
None
|
14
|
|
|
|
|
|
|
|
|
|
|
Name, Address and Age
of Independent Trustees
|
|
Position(s) Held
with Trust
|
|
Term of
Office and
Length of
Time Served*
|
|
Principal Occupation(s)
During Past 5
Years
|
|
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
|
|
Other Directorships
Held by
Independent Trustees
During Past 5 Years
|
|
|
|
|
|
|
Gary R. Wicker (51)
c/o
Invesco PowerShares Capital
Management LLC
3500 Lacey Road, Suite 700,
Downers Grove, IL 60515
|
|
Trustee
|
|
Since 2013
|
|
Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries (publishing company) (since 2013); formerly, Executive Vice President and Chief Financial
Officer, Zondervan Publishing (A division of Harper Collins/NewsCorp) (2007-2012); formerly, Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003),
Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999), divisions of The Thomson Corporation (information services provider).
|
|
114
|
|
None
|
|
|
|
|
|
|
Donald H. Wilson (53)
c/o
Invesco PowerShares Capital
Management LLC
3500 Lacey Road, Suite 700,
Downers Grove, IL 60515
|
|
Chairman of the Board and Trustee
|
|
Chairman since 2012; Trustee since 2006
|
|
Chairman and Chief Executive Officer, Stone Pillar Advisers, Ltd. (2010-Present); formerly, Chief Operating Officer, AMCORE Financial, Inc. (bank holding company) (2007-2009);
Executive Vice President and Chief Financial Officer, AMCORE Financial, Inc. (2006-2007); Senior Vice President and Treasurer, Marshall & Ilsley Corp. (bank holding company) (1995-2006).
|
|
114
|
|
None
|
15
The Interested Trustee of the Trust, his term of office and length of time served, his
principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by the Interested Trustee and the other directorships, if any, held by the Interested Trustee, are shown below.
|
|
|
|
|
|
|
|
|
|
|
Name, Address and Age
of Interested Trustee
|
|
Position(s) Held
with Trust
|
|
Term of
Office and
Length
of
Time Served*
|
|
Principal Occupation(s)
During Past 5
Years
|
|
Number of
Portfolios in
Fund
Complex
Overseen by
Interested
Trustee
|
|
Other Directorships
Held
by
Interested Trustee
in Past 5 Years
|
|
|
|
|
|
|
Kevin M. Carome (57)
Invesco
Ltd.
Two Peachtree Pointe 1555
Peachtree St., N.E. Suite 1800
Atlanta, GA
30309
|
|
Trustee
|
|
Since 2010
|
|
Senior Managing Director and General Counsel, Invesco Ltd. (2006-Present); formerly, Senior Vice President and General Counsel, Invesco Advisers, Inc. (2003-2005); Senior Vice
President and General Counsel, Liberty Financial Companies, Inc. (2000-2001); General Counsel of certain investment management subsidiaries of Liberty Financial Companies, Inc. (1998-2000); Associate General Counsel, Liberty Financial Companies,
Inc. (1993-1998); Associate, Ropes & Gray LLP.
|
|
114
|
|
None
|
*
|
This is the date the Interested Trustee began serving the Trust. The Trustee serves an indefinite term, until his successor is elected.
|
The executive officers of the Trust, their term of office and length of time served and their principal business occupations during the
past five years are shown below:
|
|
|
|
|
|
|
Name, Address and Age
of Executive Officer
|
|
Position(s) Held
with Trust
|
|
Length of
Time Served*
|
|
Principal Occupation(s) During Past 5
Years
|
|
|
|
|
Andrew Schlossberg (39)
Invesco Management Group, Inc.
11 Greenway Plaza
Suite 1000
Houston, TX 77046
|
|
President
|
|
Since
2009
|
|
Managing Director, U.S. head of business strategy and chief marketing officer for Invesco Ltd. in the United States (2008-Present); formerly, Mr. Schlossberg served in multiple
roles within Invesco, including head of corporate development, as well as global leadership roles in strategy and product development in the companys North American Institutional and Retirement divisions (2002-2007).
|
|
|
|
|
Peter Hubbard (32)
Invesco
PowerShares Capital Management LLC 3500 Lacey Road,
Suite 700,
Downers Grove, IL 60515
|
|
Vice President
|
|
Since
2009
|
|
Vice President and Director of Portfolio ManagementInvesco PowerShares Capital Management LLC (2008-Present); formerly, Portfolio Manager, Invesco PowerShares Capital
Management LLC (2007-2008); Research Analyst, Invesco PowerShares Capital Management LLC (2005-2007); Research Analyst and Trader, Ritchie Capital, a hedge fund operator (2003-2005).
|
|
|
|
|
David Warren (55)
Invesco
Canada Ltd.
5140 Yonge Street
Suite
900
Toronto, Ontario
M2N
6X7
|
|
Vice President
|
|
Since
2009
|
|
Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) and Chief Administrative Officer, North American Retail, Invesco
Ltd. (2007-Present); formerly, Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) (2000-2006).
|
16
|
|
|
|
|
|
|
Name, Address and Age
of Executive Officer
|
|
Position(s) Held
with Trust
|
|
Length of
Time Served*
|
|
Principal Occupation(s) During Past 5
Years
|
|
|
|
|
Sheri Morris (49)
Invesco
Management Group, Inc.
11 Greenway Plaza,
Suite 1000
Houston, TX 77046
|
|
Vice President
|
|
Since
2012
|
|
Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.)
(registered investment adviser); formerly, Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchanged-Traded Fund Trust;
formerly, Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco
Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
|
|
|
|
|
Rudolf E. Reitmann (41)
Invesco PowerShares
Capital Management
LLC
3500 Lacey Road,
Suite
700,
Downers Grove, IL 60515
|
|
Vice President
|
|
Since
2013
|
|
Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed
Exchange-Traded Fund Trust; Head of Global Exchange Traded Funds Operations, Invesco PowerShares Capital Management LLC
|
|
|
|
|
Steven M. Hill (48)
Invesco
PowerShares Capital Management LLC
3500 Lacey Road,
Suite 700,
Downers Grove, IL 60515
|
|
Vice President
and Treasurer
|
|
Since
2013
|
|
Vice President and Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares
Actively Managed Exchange-Traded Fund Trust (since 2013); Head of Global ETF Administration, Invesco PowerShares Capital Management LLC; formerly, Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II,
PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust (2011-2012); Senior Managing Director and Chief Financial Officer, Destra Capital Management LLC and its subsidiaries (2010-2011); Chief
Financial Officer, Destra Investment Trust and Destra Investment Trust II (2010-2011); Senior Managing Director, Claymore Securities, Inc. (2003-2010); and Chief Financial Officer, Claymore sponsored mutual funds (2003-2010).
|
|
|
|
|
Christopher Joe (44)
Invesco
Management Group, Inc.
11 Greenway Plaza
Suite 1000
Houston, TX 77046-1173
|
|
Chief Compliance
Officer
|
|
Since
2012
|
|
U.S. Compliance Director, Invesco, Ltd.; Chief Compliance Officer, Invesco Investment Advisers, LLC (registered investment adviser); formerly, Assistant Fund Accounting Manager,
Invesco, Ltd.
|
|
|
|
|
Anna Paglia (39)
Invesco
PowerShares Capital Management LLC 3500 Lacey Road,
Suite 700,
Downers Grove, IL 60515
|
|
Secretary
|
|
Since
2011
|
|
Secretary, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed
Exchange-Traded Fund Trust; Head of Legal, Invesco PowerShares Capital Management LLC (2010-Present); formerly, Partner, K&L Gates LLP (formerly, Bell Boyd & Lloyd LLP) (2007-2010); Associate Counsel at Barclays Global Investors Ltd.
(2004-2006).
|
*
|
This is the date an Officer began serving the Trust. Each Officer serves an indefinite term, until his successor is elected.
|
For each Trustee, the dollar range of equity securities that the Trustee beneficially owned in the Trust and in all registered investment
companies the Trustee oversees as of December 31, 2012 is shown below.
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
Aerospace &
Defense
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Buyback
Achievers
Portfolio
|
|
Dollar Range of
Equity Securities in the
PowerShares
Cleantech
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares Dividend
Achievers
Portfolio
|
Ronn R. Bagge
|
|
None
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
None
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
None
|
17
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
Aerospace &
Defense
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Buyback
Achievers
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Cleantech
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares Dividend
Achievers
Portfolio
|
Yung Bong Lim
(1
)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
None
|
|
None
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
DWA Momentum
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares Dynamic
Biotechnology
&
Genome Portfolio
|
|
Dollar Range of
Equity Securities in
the
PowerShares
Dynamic Building &
Construction Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Dynamic Energy
Exploration
&
Production Portfolio
|
Ronn R. Bagge
|
|
Over $100,000
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
None
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
None
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
None
|
|
None
|
|
None
|
|
None
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
None
|
|
None
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
Dynamic Food &
Beverage
Portfolio
|
|
Dollar Range of
Equity Securities in
PowerShares Dynamic
Large
Cap
Growth Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Dynamic Large
Cap
Value
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Dynamic Leisure
and
Entertainment Portfolio
|
Ronn R. Bagge
|
|
None
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
None
|
Marc M. Kole
|
|
None
|
|
None
|
|
Over $100,000
|
|
None
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
None
|
|
None
|
|
None
|
|
None
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
$50,001-$100,000
|
|
$50,001-$100,000
|
|
None
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
Dynamic
Market
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Dynamic
Media Portfolio
|
|
Dollar Range of
Equity Securities
in
the PowerShares
Dynamic
Networking Portfolio
|
|
Dollar Range of
Equity Securities in
the
PowerShares
Dynamic Oil & Gas
Services Portfolio
|
Ronn R. Bagge
|
|
None
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
None
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
None
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
Over $100,000
|
|
None
|
|
None
|
|
None
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
None
|
|
None
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
(1)
|
Messrs. Lim and Wicker were appointed as Trustees in March 2013.
|
18
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities
in
the PowerShares
Dynamic
Pharmaceuticals Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Dynamic
Retail Portfolio
|
|
Dollar Range of
Equity Securities
in
the PowerShares
Dynamic
Semiconductors Portfolio
|
|
Dollar Range
of
Equity Securities in
the PowerShares
Dynamic
Software Portfolio
|
Ronn R. Bagge
|
|
None
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
None
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
None
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
None
|
|
None
|
|
None
|
|
None
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
None
|
|
None
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
Dynamic Financial
Preferred
Portfolio
|
|
Dollar Range of
Equity Securities in
PowerShares FTSE RAFI
US 1000 Portfolio
|
|
Dollar Range
of
Equity Securities in
the PowerShares
FTSE RAFI US 1500
Small-Mid Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Fundamental
Pure
Large Core Portfolio
|
Ronn R. Bagge
|
|
Over $100,000
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
$50,001-$100,000
|
|
$10,001-$50,000
|
|
$50,001-$100,000
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
None
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
None
|
|
Over $100,000
|
|
None
|
|
None
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
None
|
|
None
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
Fundamental
Pure
Large Growth Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Fundamental
Pure
Large Value Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Fundamental Pure
Mid
Growth Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Fundamental Pure
Mid
Core Portfolio
|
Ronn R. Bagge
|
|
None
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
None
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
None
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
None
|
|
None
|
|
None
|
|
None
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
None
|
|
$50,001-$100,000
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
Fundamental Pure
Mid
Value Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Fundamental
Pure
Small Growth Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Fundamental
Pure
Small Core Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Fundamental
Pure
Small Value Portfolio
|
Ronn R. Bagge
|
|
None
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
None
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
None
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
None
|
|
None
|
|
None
|
|
None
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
None
|
|
$10,001-$50,000
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
(1)
|
Messrs. Lim and Wicker were appointed as Trustees in March 2013.
|
19
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
Global Listed Private
Equity
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Golden Dragon
China
Portfolio
|
|
Dollar Range of
Equity Securities in
PowerShares High Yield
Equity
Dividend
Achievers
Portfolio
|
|
Dollar Range of
Equity Securities in
the
PowerShares
International Dividend
Achievers
Portfolio
|
Ronn R. Bagge
|
|
None
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
None
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
None
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
$1-$10,000
|
|
None
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
NASDAQ
Internet
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
S&P 500
BuyWrite
Portfolio
|
|
Dollar Range of
Equity Securities in
PowerShares
S&P 500
®
High
Quality Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Water Resources Portfolio
|
Ronn R. Bagge
|
|
None
|
|
None
|
|
None
|
|
None
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
None
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
None
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
None
|
|
$1-$10,000
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity Securities in
the PowerShares
WilderHill Clean
Energy
Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
WilderHill
Progressive
Energy Portfolio
|
|
Dollar Range of
Equity Securities in
the PowerShares
Zacks Micro
Cap Portfolio
|
|
Aggregate Dollar Range
of Equity Securities in
All Registered Investment
Companies Overseen by
Trustee in Family of
Investment Companies
|
Ronn R. Bagge
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Todd J. Barre
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Marc M. Kole
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Yung Bong Lim
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip M. Nussbaum
|
|
$10,001-$50,000
|
|
None
|
|
None
|
|
Over $100,000
|
Gary R. Wicker
(1)
|
|
None
|
|
None
|
|
None
|
|
None
|
Donald H. Wilson
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Kevin M. Carome
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
(1)
|
Messrs. Lim and Wicker were appointed as Trustees in March 2013.
|
The dollar range of Shares for Mr. Bagge and Mr. Nussbaum includes Shares of certain Funds in which each of Mr. Bagge and Mr. Nussbaum is deemed to be invested pursuant to the
Trusts deferred compensation plan (DC Plan), which is described below.
As of December 31, 2012, no
Independent Trustee and none of his immediate family members owned beneficially or of record securities in an investment adviser or principal underwriter of the Funds, or a person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with an investment adviser or principal underwriter of the Funds.
Board
and Committee Structure.
As noted above, the Board is responsible for oversight of the Funds, including oversight of the duties performed by the Adviser for each Fund, under the investment advisory agreement (the Investment
Advisory Agreement). The Board generally meets in regularly scheduled meetings five times a year, and may meet more often as required. During the Trusts fiscal year ended April 30, 2013, the Board held nine meetings.
20
The Board has two standing committees, the Audit Committee and the Nominating and Governance
Committee, and has delegated certain responsibilities to those Committees.
Messrs. Bagge, Barre, Kole (Chair), Lim, Nussbaum,
Wicker and Wilson currently serve as members 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 Trusts independent registered public
accounting firm, (ii) review the scope of the independent registered public accounting firms 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. During the fiscal year ended April 30, 2013, the Audit Committee held four meetings.
Messrs. Bagge (Chair), Barre, Kole, Lim, Nussbaum, Wicker and Wilson currently serve as members of the Nominating and Governance
Committee. 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 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, as described below under the caption Shareholder
Communications. During the fiscal year ended April 30, 2013, the Nominating and Governance Committee held five meetings.
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 Trustees 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.
Risk Oversight.
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 Trusts 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
Trusts 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 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 Funds investment objective, policies and
restrictions, and reviews any areas of non-compliance with a Funds investment policies and restrictions. The Audit Committee monitors the Trusts 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 Trusts 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.
Experience, Qualifications and Attributes.
As noted above, the Nominating and Governance Committee is responsible for identifying, evaluating and recommending trustee candidates. The
Nominating and Governance Committee reviews the background and the educational, business and professional experience of trustee candidates and the candidates expected contributions to the Board. Trustees selected 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 those qualities and based on each Trustees experience, qualifications and attributes and the
Trustees combined contributions to the Board, the following is a brief summary of the information that led to the conclusion that each Board member should serve as a Trustee.
21
Mr. Bagge has served as a trustee and Chairman of the Nominating and Governance
Committee with the Fund Family since 2003. He founded YQA Capital Management, LLC in 1998 and has since served as a principal. 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.
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. 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.
Mr. Carome has served as a trustee with the Fund Family since 2010. He has served as the Senior Managing Director and General Counsel
of Invesco Ltd. since 2006, 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. Caromes senior executive position with Invesco Ltd.
Mr. Kole has served as
a trustee with the Fund Family since 2006 and Chairman of the Audit Committee since 2008. He was the Chief Financial Officer of Hope Network from 2008 to 2012. Previously, he was the Assistant Vice President and Controller at Priority Health from
2005 to 2008, Senior Vice President of Finance of United Healthcare from 2004 to 2005 and Senior Vice President of Finance of Oxford Health Plans from 2000 to 2004. The Board has determined that Mr. Kole is an audit committee financial
expert as defined by the 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.
Mr. Lim has served as a trustee with the Fund Family since 2013. He has been a Managing Partner of Residential Dynamics Group LLC
since 2008. Previously, he was a Managing Director and the Head of the Securitized Products Group of Citadel Investment Group, L.L.C. (1999-2007). Prior to his employment with Citadel Investment Group, L.L.C., he was a Managing Director with Salomon
Smith Barney. The Board considered the executive, financial and operations experience that Mr. Lim has gained over the course of his career and through his financial industry experience.
Mr. Nussbaum has served as a trustee with the Fund Family since 2003. He has served as the Chairman of Performance Trust Capital
Partners since 2004 and was the Executive Vice President of Finance from 1994 to 1999. Mr. Nussbaum also served as Managing 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 Unit of the Federal Reserve Bank of Chicago. The Board has determined that Mr. Nussbaum is an audit committee
financial expert as defined by the SEC. The Board considered the executive, financial, investment and operations experience that Mr. Nussbaum has gained over the course of his career and through his financial industry experience.
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 of Zondervan Publishing from 2007 to 2012. Prior to his employment with Zondervan Publishing, he held
various positions with divisions of The Thomson Corporation, including Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer
22
(2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999). Prior to that, Mr. Wicker was the Senior Manager of
the Audit and Business Advisory Services Group of Price Waterhouse (1985-1996). The Board of the Trust has determined that Mr. Wicker is an audit committee financial 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.
Mr. Wilson has served as a trustee with the Fund Family since 2006 and as the Independent Chair since 2012. He also served as lead Independent Trustee in 2011. Mr. Wilson has served as the
Chairman and Chief Executive Officer of Stone Pillar Advisers, Ltd. since 2010. Previously, he 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. The Board of the Trust has determined that Mr. Wilson is an audit committee financial 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.
This disclosure is not intended to hold
out any Trustee as having any special expertise and shall not impose greater duties, obligations or liabilities on the Trustees. The Trustees principal occupations during the past five years or more are shown in the above table.
Effective January 1, 2013, for his services as a Trustee of the Trust and other trusts in the Fund Family, each Independent Trustee
receives an annual retainer of $225,000 (the Retainer). Prior to January 1, 2013, each 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. Mr. Wilson receives an additional $70,000 per year for his service as the Independent Chair, allocated in the same manner as the Retainer. 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, each 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 Trusts DC
Plan allows each Independent Trustee to defer payment of all or a portion of the fees that the Trustee receives for serving on the Board throughout the year. Each eligible Trustee generally may elect to have deferred amounts credited with a return
equal to the total return on one to five of the funds of PowerShares Exchange-Traded Fund Trust II or the Trust that are offered as investment options under the DC Plan. At the Trustees election, distributions are 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 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 following sets forth the fees paid to each Trustee for the fiscal year ended April 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Aggregate
Compensation From
Trust
|
|
|
Pension or Retirement
Benefits accrued as part of
Fund
Expenses
|
|
|
Total Compensation Paid
From Fund Complex (1)
|
|
Ronn R. Bagge
|
|
|
$99,631
|
|
|
|
N/A
|
|
|
|
$220,000
|
|
Todd J. Barre
|
|
|
$92,851
|
|
|
|
N/A
|
|
|
|
$205,000
|
|
Marc M. Kole
|
|
|
$104,151
|
|
|
|
N/A
|
|
|
|
$230,000
|
|
Yung Bong Lim
(2)
|
|
|
$35,926
|
|
|
|
N/A
|
|
|
|
$37,500
|
|
Philip M. Nussbaum
|
|
|
$92,851
|
|
|
|
N/A
|
|
|
|
$205,000
|
|
Gary R. Wicker
(2)
|
|
|
$35,926
|
|
|
|
N/A
|
|
|
|
$37,500
|
|
Donald H. Wilson
|
|
|
$124,492
|
|
|
|
N/A
|
|
|
|
$275,000
|
|
Kevin M. Carome
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
23
(1)
|
The amounts shown in this column represent the aggregate compensation paid by all of the funds of the trusts in the Fund Family for the fiscal year ended April 30,
2013 before deferral by the Trustees under the DC Plan. For the fiscal year April 30, 2013, Mr. Bagge deferred 10% of his compensation and both Mr. Lim and Mr. Nussbaum deferred 100% of his compensation, which amounts are reflected in
the above table.
|
(2)
|
Messrs. Lim and Wicker were appointed as Trustees in March 2013.
|
As of the date of this SAI, the Trustees and officers of the Trust, as a group, owned less than 1% of each Funds outstanding Shares.
Principal Holders and Control Persons.
The following table sets forth the name, address and percentage of ownership of
each person who is known by the Trust to own, of record or beneficially, 5% or more of each Funds outstanding equity securities as of July 31, 2013:
POWERSHARES DYNAMIC MARKET PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
13.12%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
8.11%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
5.81%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
9.14%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
7.79%
|
|
|
|
Ameriprise Enterprise Investment Services Inc.
55 Ameriprise Financial Center
Minneapolis, MN 55474
|
|
|
14.65%
|
|
POWERSHARES DWA MOMENTUM PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
19.08%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
6.55%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
6.62%
|
|
|
|
Raymond, James & Associates, Inc.
880 Carilion Parkway
St. Petersburg, FL 33716
|
|
|
11.49%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
7.61%
|
|
24
POWERSHARES DWA MOMENTUM PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
6.19%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
18.24%
|
|
POWERSHARES WILDERHILL PROGRESSIVE ENERGY PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
9.58%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
14.81%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
6.34%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
12.31%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
11.76%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
6.78%
|
|
POWERSHARES GLOBAL LISTED PRIVATE EQUITY PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
5.70%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
7.34%
|
|
|
|
Wells Fargo Bank, National Association
420 Montgomery St.
San Francisco, CA 94163
|
|
|
25.60%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
11.86%
|
|
|
|
SEI Private Trust Company
1
Freedom Valley Drive
Oaks, PA 19456
|
|
|
6.70%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
5.44%
|
|
25
POWERSHARES GLOBAL LISTED PRIVATE EQUITY PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
5.18%
|
|
POWERSHARES FINANCIAL PREFERRED PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
12.08%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
10.48%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
12.81%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd
Weehawken, NJ
07086
|
|
|
6.19%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
9.08%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
10.10%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.54%
|
|
POWERSHARES CLEANTECH PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
15.44%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
8.64%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
8.30%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd
Weehawken, NJ
07086
|
|
|
6.03%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
6.18%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
5.21%
|
|
26
POWERSHARES BUYBACK ACHIEVERS
PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
11.80%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
9.97%
|
|
|
|
Linsco/Private Ledger Corp.
One Beacon Street
Boston, MA
02108
|
|
|
16.47%
|
|
|
|
SEI Private Trust Company
1
Freedom Valley Drive
Oaks, PA 19456
|
|
|
5.05%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
12.65%
|
|
POWERSHARES HIGH YIELD EQUITY DIVIDEND ACHIEVERS
PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
6.42%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
8.44%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
21.98%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
6.34%
|
|
|
|
Bank of America, National Association
100 North Tryon Street
Charlotte, NC 28255
|
|
|
10.87%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
8.60%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.78%
|
|
POWERSHARES GOLDEN DRAGON CHINA PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
14.99%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
12.76%
|
|
27
POWERSHARES GOLDEN DRAGON CHINA PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
6.51%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
9.97%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
6.02%
|
|
|
|
Brown Brothers Harriman & Co.
525 Washington Avenue
Jersey City, NJ 07302
|
|
|
6.91%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
6.16%
|
|
POWERSHARES FUNDAMENTAL PURE SMALL CORE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
11.12%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
11.22%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
8.52%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
15.39%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
13.19%
|
|
|
|
Raymond, James & Associates, Inc.
880 Carilion Parkway
St. Petersburg, FL 33716
|
|
|
8.31%
|
|
POWERSHARES FUNDAMENTAL PURE MID CORE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
5.09%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
5.30%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
14.80%
|
|
28
POWERSHARES FUNDAMENTAL PURE MID CORE PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
13.79%
|
|
|
|
Ameriprise Enterprise Investment Services Inc.
55 Ameriprise Financial Center
Minneapolis, MN 55474
|
|
|
7.72%
|
|
|
|
Raymond, James & Associates, Inc.
880 Carilion Parkway
St. Petersburg, FL 33716
|
|
|
9.35%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
10.47%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
9.05%
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
|
|
|
6.71%
|
|
POWERSHARES FUNDAMENTAL PURE LARGE CORE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
14.42%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
6.57%
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
|
|
|
22.16%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
8.26%
|
|
|
|
Ameriprise Enterprise Investment Services Inc.
55 Ameriprise Financial Center
Minneapolis, MN 55474
|
|
|
13.78%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
7.96%
|
|
POWERSHARES WILDERHILL CLEAN ENERGY PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
20.49%
|
|
|
|
Citibank, N.A.
333 W. 34th
Street
New York, NY 10001
|
|
|
7.30%
|
|
29
POWERSHARES WILDERHILL CLEAN ENERGY PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
12.71%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
6.58%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
5.08%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.06%
|
|
POWERSHARES FTSE RAFI US 1500 SMALL-MID PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Bank of America, National Association
100 North Tryon Street
Charlotte, NC 28255
|
|
|
7.66%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
7.51%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
9.71%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
25.56%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
8.88%
|
|
POWERSHARES WATER RESOURCES PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
9.93%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
10.71%
|
|
|
|
Bank of America, National Association
100 North Tryon Street
Charlotte, NC 28255
|
|
|
6.67%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
7.75%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
11.07%
|
|
30
POWERSHARES WATER RESOURCES PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
5.28%
|
|
POWERSHARES FTSE RAFI US 1000 PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
23.94%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
12.77%
|
|
|
|
Bank of New York Mellon
The
One Wall Street
New York, NY 10286
|
|
|
6.52%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
5.24%
|
|
|
|
Mellon Trust of New England, National Association
One Boston Place
Boston, MA 02108
|
|
|
5.43%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
6.85%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.23%
|
|
POWERSHARES DYNAMIC LARGE CAP GROWTH PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
29.55%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
15.70%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
6.41%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
16.36%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
5.35%
|
|
31
POWERSHARES DYNAMIC RETAIL PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
10.55%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
8.06%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
10.35%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
11.27%
|
|
|
|
Bank of New York Mellon
The
One Wall Street
New York, NY 10286
|
|
|
9.05%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
10.23%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.56%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd
Weehawken, NJ
07086
|
|
|
5.15%
|
|
POWERSHARES DYNAMIC OIL & GAS SERVICES PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
7.39%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
9.24%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
19.36%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
9.07%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
11.10%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd
Weehawken, NJ
07086
|
|
|
5.47%
|
|
32
POWERSHARES DYNAMIC ENERGY EXPLORATION & PRODUCTION PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
11.69%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
6.65%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
5.04%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
15.36%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.10%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
5.50%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
5.63%
|
|
|
|
Janney Montgomery Scott Inc.
1717 Arch Street
Philadelphia, PA
19103
|
|
|
13.98%
|
|
POWERSHARES DYNAMIC BUILDING & CONSTRUCTION PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
11.52%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
8.60%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
10.87%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
10.28%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd
Weehawken, NJ
07086
|
|
|
6.01%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
15.79%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.17%
|
|
33
POWERSHARES S&P 500
®
HIGH QUALITY PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
34.56%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
16.60%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
5.82%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
17.21%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
6.64%
|
|
POWERSHARES AEROSPACE & DEFENSE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
11.72%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
11.03%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
7.59%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
8.55%
|
|
|
|
Bank of New York Mellon
The
One Wall Street
New York, NY 10286
|
|
|
5.96%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
9.80%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
9.17%
|
|
POWERSHARES DYNAMIC LARGE CAP VALUE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
6.92%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
13.03%
|
|
34
POWERSHARES DYNAMIC LARGE CAP VALUE PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
7.57%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
18.85%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
7.17%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
16.74%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
5.48%
|
|
POWERSHARES INTERNATIONAL DIVIDEND ACHIEVERS
PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
5.86%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
9.09%
|
|
|
|
Bank of New York Mellon
The
One Wall Street
New York, NY 10286
|
|
|
7.22%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
5.36%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
25.91%
|
|
|
|
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
|
|
|
6.61%
|
|
POWERSHARES DIVIDEND ACHIEVERS
PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Bank of New York Mellon
The
One Wall Street
New York, NY 10286
|
|
|
18.91%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
8.23%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
6.50%
|
|
35
POWERSHARES DIVIDEND ACHIEVERS
PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
8.97%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
6.42%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
6.96%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
7.49%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd
Weehawken, NJ
07086
|
|
|
5.32%
|
|
|
|
Ameriprise Enterprise Investment Services Inc.
55 Ameriprise Financial Center
Minneapolis, MN 55474
|
|
|
5.24%
|
|
POWERSHARES ZACKS MICRO CAP PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
8.81%
|
|
|
|
The Northern Trust Company
50
S LaSalle Street
Chicago, IL 60603
|
|
|
30.54%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
8.60%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
7.24%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
10.72%
|
|
POWERSHARES DYNAMIC LEISURE AND ENTERTAINMENT PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
12.85%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
7.16%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
8.02%
|
|
36
POWERSHARES DYNAMIC LEISURE AND ENTERTAINMENT PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
6.47%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
17.24%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
12.60%
|
|
POWERSHARES DYNAMIC SOFTWARE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
9.95%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
12.00%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
10.30%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
7.64%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
22.24%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
7.76%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
7.46%
|
|
POWERSHARES DYNAMIC SEMICONDUCTORS PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
7.42%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
11.09%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
28.33%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
5.01%
|
|
37
POWERSHARES DYNAMIC SEMICONDUCTORS PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
6.16%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
11.48%
|
|
POWERSHARES DYNAMIC PHARMACEUTICALS PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
13.91%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
18.85%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
5.09%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
7.89%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
10.18%
|
|
POWERSHARES FUNDAMENTAL PURE MID GROWTH PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
10.14%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
6.85%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
9.90%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
8.48%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
12.41%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
13.42%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
5.08%
|
|
38
POWERSHARES FUNDAMENTAL PURE MID GROWTH PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
6.37%
|
|
POWERSHARES DYNAMIC NETWORKING PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
8.76%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
11.83%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
7.11%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
8.53%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
8.51%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
7.78%
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
|
|
|
5.73%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
6.53%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
9.33%
|
|
POWERSHARES DYNAMIC MEDIA PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
13.55%
|
|
|
|
Brown Brothers Harriman & Co.
525 Washington Ave
Jersey City, NJ 07302
|
|
|
32.60%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
6.11%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
8.10%
|
|
39
POWERSHARES DYNAMIC FOOD & BEVERAGE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Brown Brothers Harriman & Co.
525 Washington Ave
Jersey City, NJ 07302
|
|
|
57.23%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.69%
|
|
POWERSHARES DYNAMIC BIOTECHNOLOGY & GENOME PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
5.79%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.30%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
15.14%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
10.16%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
12.27%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
10.70%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
8.91%
|
|
POWERSHARES FUNDAMENTAL PURE SMALL VALUE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
14.25%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
6.89%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
10.43%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
20.95%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
7.37%
|
|
40
POWERSHARES FUNDAMENTAL PURE SMALL VALUE PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Linsco/Private Ledger Corp.
One Beacon Street
Boston, MA
02108
|
|
|
6.90%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
6.68%
|
|
POWERSHARES FUNDAMENTAL PURE SMALL GROWTH PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
9.48%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
10.51%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
10.79%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
7.62%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
5.47%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
20.62%
|
|
|
|
RBC Capital Markets, LLC
165
Broadway
New York, NY 10006
|
|
|
6.94%
|
|
|
|
Linsco/Private Ledger Corp.
One Beacon Street
Boston, MA
02108
|
|
|
5.97%
|
|
POWERSHARES FUNDAMENTAL PURE MID VALUE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
5.60%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
9.74%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
10.51%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
5.30%
|
|
41
POWERSHARES FUNDAMENTAL PURE MID VALUE PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
15.30%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
12.18%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
8.72%
|
|
POWERSHARES S&P 500
®
BUYWRITE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
17.48%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
9.07%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
5.67%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
5.16%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
12.91%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
5.25%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
6.34%
|
|
|
|
E*Trade Clearing LLC
1675
Broadway #150
Denver, CO 80202
|
|
|
6.30%
|
|
POWERSHARES FUNDAMENTAL PURE LARGE VALUE PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
11.48%
|
|
|
|
Raymond, James & Associates, Inc.
880 Carilion Parkway
St. Petersburg, FL 33716
|
|
|
8.60%
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 Corporate Place
Piscataway, NJ 08854
|
|
|
7.25%
|
|
42
POWERSHARES FUNDAMENTAL PURE LARGE VALUE PORTFOLIO (continued)
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
29.57%
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
13.63%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
11.89%
|
|
POWERSHARES FUNDAMENTAL PURE LARGE GROWTH PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
|
|
|
87.08%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
5.15%
|
|
POWERSHARES NASDAQ INTERNET PORTFOLIO
|
|
|
|
|
Name & Address
|
|
% Owned
|
|
National Financial Services LLC
200 Liberty Street
New York, NY
10281
|
|
|
11.61%
|
|
|
|
First Clearing, LLC
901 E.
Byrd Street
Richmond, VA 23219
|
|
|
10.19%
|
|
|
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
|
|
11.93%
|
|
|
|
Morgan Stanley Smith Barney LLC
2000 Westchester Avenue
Purchase, NY
10577
|
|
|
11.15%
|
|
|
|
Merrill Lynch Professional
4
Corporate Place
Piscataway, NJ 08854
|
|
|
7.79%
|
|
|
|
Pershing LLC
1 Pershing
Plaza
Jersey City, NJ 07399
|
|
|
7.31%
|
|
|
|
UBS Financial Services LLC
1200 Harbor Blvd.
Weehawken, NJ
07086
|
|
|
7.56%
|
|
|
|
TD Ameritrade Clearing, Inc.
4211 South 102nd Street
Omaha, NE
68127
|
|
|
6.20%
|
|
|
|
Brown Brothers Harriman & Co.
525 Washington Ave
Jersey City, NJ 07302
|
|
|
5.05%
|
|
43
Shareholder Communications.
Shareholders may send communications to the
Trusts 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). Shareholder may send
communications to the Board or individual Board members at the Trusts office. Management will review and generally respond to other shareholder communications sent to the Trusts office that are not directly addressed and sent to the
Board. Such communications will be forwarded to the Board at managements discretion based on the matters contained therein.
Investment Adviser.
The Adviser provides investment tools and portfolios for advisers and investors. The Adviser is committed to theoretically sound portfolio construction and
empirically verifiable investment management approaches. Its asset management philosophy and investment discipline is rooted deeply in the application of intuitive factor analysis and model implementation to enhance investment decisions.
The Adviser acts as investment adviser for, and manages the investment and reinvestment of, the assets of the Funds. The Adviser also
administers the Trusts business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services, and permits any of its officers or employees to serve without compensation as Trustees or officers
of the Trust if elected to such positions.
The Adviser was organized February 7, 2003 and is located at 3500 Lacey Road,
Suite 700, Downers Grove, Illinois 60515.
Invesco Ltd. is the parent company of the Adviser and is located at Two Peachtree
Pointe, 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.
Portfolio Managers.
The Adviser uses a team of
portfolio managers (the Portfolio Managers), investment strategists and other investment specialists. This team approach brings together many disciplines and leverages the Advisers extensive resources. Peter Hubbard oversees all
research, portfolio management and trading operations of the Adviser. In this capacity, he oversees a team of the Portfolio Managers responsible for the day-to-day management of the Funds. Mr. Hubbard receives management assistance from Joshua
Betts, Philip Fang, Michael Jeanette, Gary Jones, Jeffrey Kernagis, Jonathan Nixon, Richard Ose, Brian Picken and Theodore Samulowitz.
As of April 30, 2013, Mr. Hubbard managed 144 registered investment companies with a total of approximately $38.4 billion in assets, 34 other pooled investment vehicles with approximately $2.8
billion in assets and no other accounts.
As of April 30, 2013, Mr. Betts managed 66 registered investment companies
with a total of approximately $9.9 billion in assets, 32 other pooled investment vehicles with approximately $2.7 billion in assets and no other accounts.
As of April 30, 2013, Mr. Fang managed 15 registered investment companies with a total of approximately $14.6 billion in assets, one other pooled investment vehicle with approximately $48
million in assets and no other accounts.
As of April 30, 2013, Mr. Jeanette managed 75 registered investment
companies with a total of approximately $17.5 billion in assets, no other pooled investment vehicles and no other accounts.
As
of April 30, 2013, Mr. Jones managed 16 registered investment companies with a total of approximately $15.3 billion in assets, one other pooled investment vehicle with approximately $48.1 million and no other accounts.
As of April 30, 2013, Mr. Kernagis managed 32 registered investment companies with a total of approximately $16.9 billion in
assets, 16 other pooled investment vehicles with approximately $1.7 billion in assets and no other accounts.
As of April 30,
2013, Mr. Nixon managed no registered investment companies, 18 other pooled investment vehicles with approximately $1.1 billion in assets and no other accounts.
44
As of August 31, 2013, Mr. Ose managed one other registered investment company with a total
of approximately $76.6 million in assets, 14 other pooled investment vehicles with approximately $1.7 billion in assets and no other accounts.
As of April 30, 2013, Mr. Picken managed 75 registered investment companies with a total of approximately $17.5 billion in assets, no other pooled investment vehicles and no other accounts.
As of April 30, 2013, Mr. Samulowitz managed 35 registered investment companies with a total of approximately $10.1
billion in assets, no other pooled investment vehicles and no other accounts.
Although the funds that the Portfolio Managers
manage may have different investment strategies, the Adviser does not believe that management of the different Funds presents a material conflict of interest for the portfolio manager or the Adviser.
Description of Compensation Structure.
The Portfolio Managers are compensated with a fixed salary amount by the Adviser.
The Portfolio Managers are eligible, along with other senior employees of the Adviser, to participate in a year-end discretionary bonus pool. The Compensation Committee of the Adviser will review management bonuses and, depending upon the size, the
Compensation Committee may approve the bonus in advance. There is no policy regarding, or agreement with, the Portfolio Managers or any other senior executive of the Adviser to receive bonuses or any other compensation in connection with the
performance of any of the accounts managed by the Portfolio Managers.
As of April 30, 2013, the dollar ranges of
securities of the Funds beneficially owned by Messrs. Betts, Fang, Hubbard, Jeanette, Kernagis, Picken, Nixon, Jones and Samulowitz in the Trust were $1-$10,000, $10,001-$50,000, none, none, $10,001-$50,000, $1-$10,000, none, none and none,
respectively. As of August 31, 2013, Mr. Ose did not beneficially own any securities of the Funds.
The portfolio holdings of
Messrs. Betts, Fang, Kernagis and Picken, as of April 30, 2013 in the Funds in which they own securities are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
Joshua Betts
|
|
Dollar Range
|
Fund
|
|
$1 to
$10,000
|
|
$10,001 to
$50,000
|
|
$50,001 to
$100,000
|
|
$100,001 to
$500,000
|
|
$500,001 to
$1,000,000
|
|
over
$1,000,000
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
X
|
|
|
|
|
|
|
|
|
|
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip Fang
|
|
Dollar Range
|
Fund
|
|
$1 to
$10,000
|
|
$10,001 to
$50,000
|
|
$50,001 to
$100,000
|
|
$100,001 to
$500,000
|
|
$500,001 to
$1,000,000
|
|
over
$1,000,000
|
PowerShares WilderHill Clean Energy Portfolio
|
|
X
|
|
|
|
|
|
|
|
|
|
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
|
|
X
|
|
|
|
|
|
|
|
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
Jeffrey Kernagis
|
|
Dollar Range
|
Fund
|
|
$1 to
$10,000
|
|
$10,001 to
$50,000
|
|
$50,001 to
$100,000
|
|
$100,001 to
$500,000
|
|
$500,001 to
$1,000,000
|
|
over
$1,000,000
|
PowerShares WilderHill Clean Energy Portfolio
|
|
X
|
|
|
|
|
|
|
|
|
|
|
PowerShares Financial Preferred Portfolio
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
Brian Picken
|
|
Dollar Range
|
Fund
|
|
$1 to
$10,000
|
|
$10,001 to
$50,000
|
|
$50,001 to
$100,000
|
|
$100,001 to
$500,000
|
|
$500,001 to
$1,000,000
|
|
over
$1,000,000
|
PowerShares Buyback Achievers
Portfolio
|
|
X
|
|
|
|
|
|
|
|
|
|
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
X
|
|
|
|
|
|
|
|
|
|
|
PowerShares Global Listed Private Equity Portfolio
|
|
X
|
|
|
|
|
|
|
|
|
|
|
45
Investment Advisory Agreement.
Pursuant to an Investment Advisory
Agreement between the Adviser and the Trust (the Investment Advisory Agreement), each Fund has agreed to pay an annual advisory fee equal to a percentage of its average daily net assets set forth in the chart below (the Advisory
Fee).
|
|
|
Fund
|
|
Advisory Fee
|
PowerShares Aerospace & Defense Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Buyback Achievers
Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Cleantech
Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dividend Achievers
Portfolio
|
|
0.40% of average daily net assets
|
PowerShares DWA Momentum Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Biotechnology & Genome Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Building & Construction Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Energy Exploration & Production Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Food & Beverage Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Large Cap Growth Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Large Cap Value Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Leisure and Entertainment Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Market Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Media Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Networking Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Oil & Gas Services Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Pharmaceuticals Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Retail Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Semiconductors Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Dynamic Software Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Financial Preferred Portfolio
|
|
0.50% of average daily net assets
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
0.29% of average daily net assets
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
0.29% of average daily net assets
|
PowerShares Fundamental Pure Large Core Portfolio*
|
|
0.29% of average daily net assets
|
PowerShares Fundamental Pure Large Growth Portfolio
|
|
0.29% of average daily net assets
|
PowerShares Fundamental Pure Large Value Portfolio
|
|
0.29% of average daily net assets
|
PowerShares Fundamental Pure Mid Core Portfolio*
|
|
0.29% of average daily net assets
|
PowerShares Fundamental Pure Mid Growth Portfolio*
|
|
0.29% of average daily net assets
|
PowerShares Fundamental Pure Mid Value Portfolio*
|
|
0.29% of average daily net assets
|
PowerShares Fundamental Pure Small Core Portfolio*
|
|
0.29% of average daily net assets
|
PowerShares Fundamental Pure Small Growth Portfolio*
|
|
0.29% of average daily net assets
|
PowerShares Fundamental Pure Small Value Portfolio*
|
|
0.29% of average daily net assets
|
PowerShares Global Listed Private Equity Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Golden Dragon China Portfolio
|
|
0.50% of average daily net assets
|
PowerShares High Yield Equity Dividend Achievers
Portfolio
|
|
0.40% of average daily net assets
|
PowerShares International Dividend Achievers
Portfolio
|
|
0.40% of average daily net assets
|
PowerShares NASDAQ Internet Portfolio
|
|
0.60% of average daily net assets
|
PowerShares S&P 500 BuyWrite Portfolio
|
|
0.75% of average daily net assets
|
PowerShares S&P 500
®
High Quality Portfolio**
|
|
0.29% of average daily net assets
|
PowerShares Water Resources Portfolio
|
|
0.50% of average daily net assets
|
PowerShares WilderHill Clean Energy Portfolio
|
|
0.50% of average daily net assets
|
PowerShares WilderHill Progressive Energy Portfolio
|
|
0.50% of average daily net assets
|
PowerShares Zacks Micro Cap Portfolio
|
|
0.50% of average daily net assets
|
*
|
Prior to June 16, 2011, each Funds annual management fee was 0.50% of the Funds average daily net assets.
|
46
**
|
Prior to November 21, 2012, the Funds management fee was 0.50%. From November 21, 2012 to December 17, 2012, the Adviser voluntarily agreed to waive a portion of
the Funds management fee. After giving effect to such waiver, the net management rate was 0.29%. Effective December 18, 2012, the management fee of the Fund was reduced permanently to 0.29%.
|
Each Fund (except for the PowerShares NASDAQ Internet Portfolio and PowerShares S&P 500 BuyWrite Portfolio) is responsible for all its
expenses, including the investment advisory fees, costs of transfer agency, custody, fund administration, legal, audit and other services, interest, taxes, brokerage commissions and other expenses connected with executions of portfolio transactions,
any distribution fees or expenses and extraordinary expenses.
PowerShares NASDAQ Internet Portfolio and PowerShares S&P
500 BuyWrite Portfolio each pay the Adviser a unitary management fee equal to 0.60% and 0.75%, respectively, of each Funds average daily net assets. Out of the unitary management fee, the Adviser pays substantially all expenses of each Fund,
including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for distribution fees, if any, brokerage expenses, taxes, interest, litigation expenses, Acquired Fund Fees and Expenses, if any, and other
extraordinary expenses. The Advisers unitary management fee is designed to pay PowerShares NASDAQ Internet Portfolios and PowerShares S&P 500 BuyWrite Portfolios expenses, respectively, and to compensate the Adviser for
providing services for each Fund.
For each Fund other than Powershares NASDAQ Internet Portfolio and
PowerShares S&P 500 BuyWrite Portfolio, the Adviser has entered into an Amended and Restated Excess Expense Agreement (the Expense Agreement) with the Trust, pursuant to which the Adviser has agreed to waive fees and/or reimburse
Fund expenses to the extent necessary to prevent the operating expenses of each Fund (excluding interest expenses, brokerage commissions and other trading expenses, licensing fees, offering costs, taxes, Acquired Fund Fees and Expenses, if any, and
extraordinary expenses) (for PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares S&P 500
®
High Quality Portfolio, PowerShares Fundamental Pure Large Core Portfolio, PowerShares Fundamental Pure Large Growth Portfolio, PowerShares Fundamental Pure Large
Value Portfolio, PowerShares Fundamental Pure Mid Core Portfolio, PowerShares Fundamental Pure Mid Growth Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Core Portfolio, PowerShares Fundamental Pure
Small Growth Portfolio and PowerShares Fundamental Pure Small Value Portfolio licensing fees are not excluded, and for PowerShares Dynamic Market Portfolio, offering costs and licensing fees are not excluded) from exceeding the percentage of its
average net assets set forth in the chart below (the Expense Cap), at least until August 31, 2014.
The
Expense Agreement also provides that the expenses that the Adviser bears are subject to recapture by the Adviser (other than for PowerShares Dynamic Market Portfolio) for up to three years from the date that the Adviser bore the fee or expense, but
no recapture payment will be made by each Fund if it would result in the Fund exceeding its Expense Cap.
|
|
|
Fund
|
|
Expense Cap
|
PowerShares Aerospace & Defense Portfolio
|
|
0.60% of average net assets
|
PowerShares Buyback Achievers
Portfolio
|
|
0.60% of average net assets
|
PowerShares Cleantech
Portfolio
|
|
0.60% of average net assets
|
PowerShares Dividend Achievers
Portfolio
|
|
0.50% of average net assets
|
PowerShares DWA Momentum Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Biotechnology & Genome Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Building & Construction Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Energy Exploration & Production Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Food & Beverage Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Large Cap Growth Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Large Cap Value Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Leisure and Entertainment Portfolio
|
|
0.60% of average net assets
|
47
|
|
|
Fund
|
|
Expense Cap
|
PowerShares Dynamic Market Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Media Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Networking Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Oil & Gas Services Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Pharmaceuticals Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Retail Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Semiconductors Portfolio
|
|
0.60% of average net assets
|
PowerShares Dynamic Software Portfolio
|
|
0.60% of average net assets
|
PowerShares Financial Preferred Portfolio
|
|
0.60% of average net assets
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
0.39% of average net assets
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
0.39% of average net assets
|
PowerShares Fundamental Pure Large Core Portfolio
|
|
0.39% of average net assets
|
PowerShares Fundamental Pure Large Growth Portfolio
|
|
0.39% of average net assets
|
PowerShares Fundamental Pure Large Value Portfolio
|
|
0.39% of average net assets
|
PowerShares Fundamental Pure Mid Core Portfolio
|
|
0.39% of average net assets
|
PowerShares Fundamental Pure Mid Growth Portfolio
|
|
0.39% of average net assets
|
PowerShares Fundamental Pure Mid Value Portfolio
|
|
0.39% of average net assets
|
PowerShares Fundamental Pure Small Core Portfolio
|
|
0.39% of average net assets
|
PowerShares Fundamental Pure Small Growth Portfolio
|
|
0.39% of average net assets
|
PowerShares Fundamental Pure Small Value Portfolio
|
|
0.39% of average net assets
|
PowerShares Global Listed Private Equity Portfolio
|
|
0.60% of average net assets
|
PowerShares Golden Dragon China Portfolio
|
|
0.60% of average net assets
|
PowerShares High Yield Equity Dividend Achievers
Portfolio
|
|
0.50% of average net assets
|
PowerShares International Dividend Achievers
Portfolio
|
|
0.50% of average net assets
|
PowerShares NASDAQ Internet Portfolio*
|
|
N/A
|
PowerShares S&P 500 BuyWrite Portfolio*
|
|
N/A
|
PowerShares S&P 500
®
High Quality Portfolio**
|
|
0.29% of average net assets
|
PowerShares Water Resources Portfolio
|
|
0.60% of average net assets
|
PowerShares WilderHill Clean Energy Portfolio
|
|
0.60% of average net assets
|
PowerShares WilderHill Progressive Energy Portfolio
|
|
0.60% of average net assets
|
PowerShares Zacks Micro Cap Portfolio
|
|
0.60% of average net assets
|
*
|
As stated above, the Fund is not subject to the Expense Agreement
|
**
|
Effective July 1, 2010 through November 20, 2012, the Funds Expense Cap was 0.50%. Effective November 21, 2012, the Adviser agreed to amend the
Expense Agreement between the Trust and the Adviser with respect to the PowerShares S&P 500
®
High Quality
Portfolio to reduce the Funds Expense Cap from 0.50% to 0.29%.
|
A Funds operating expenses used
in determining whether the Fund meets or exceeds its Expense Cap do not include any Acquired Fund Fees and Expenses borne directly by the Fund. Acquired Fund Fees and Expenses reflect the pro rata share of the fees and expenses,
including management fees, of the investment company or companies in which a Fund invests. While such expenses are not direct operating expenses of a Fund, the Fund is required to include any Acquired Fund Fees and Expenses in the Total Annual
Fund Operating Expenses shown in its Prospectus fee table. As a result, the Total Annual Fund Operating Expenses After Fee Waivers and Expense Assumption displayed in the summary section applicable to each Fund in the Funds
Prospectuses may exceed the Funds Expense Cap.
The aggregate amount of the Advisory Fees paid by each Fund to the
Adviser and the aggregate amount of Advisory Fees waived by the Adviser (net of expenses reimbursed to the Adviser under the Expense Agreement) for each Funds fiscal years ended April 30, 2011, 2012 and 2013 are set forth in the chart
below.
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory Fees Paid for the
Fiscal Year Ended
|
|
(Waivers) and/or Recapture for the
Fiscal Year Ended
|
|
|
|
|
April 30,
2011
|
|
April 30,
2012
|
|
April 30,
2013
|
|
April 30,
2011
|
|
April 30,
2012
|
|
April 30,
2013
|
|
Date of
Commencement
of Operations
|
PowerShares Aerospace & Defense Portfolio
|
|
$557,769
|
|
$394,671
|
|
$238,578
|
|
($81,095)
|
|
($53,352)
|
|
($36,735)
|
|
10/26/05
|
PowerShares Buyback Achievers
Portfolio
|
|
$181,136
|
|
$351,005
|
|
$1,061,267
|
|
($110,403)
|
|
($55,499)
|
|
$59,319
|
|
12/20/06
|
PowerShares Cleantech
Portfolio
|
|
$731,402
|
|
$586,815
|
|
$351,057
|
|
($92,835)
|
|
($73,401)
|
|
($61,862)
|
|
10/24/06
|
PowerShares Dividend Achievers
Portfolio
|
|
$712,707
|
|
$963,725
|
|
$1,069,925
|
|
($21,850)
|
|
$65,625
|
|
$66,181
|
|
9/15/05
|
PowerShares DWA Momentum Portfolio
|
|
$1,276,503
|
|
$2,341,992
|
|
$3,386,578
|
|
($18,650)
|
|
$14,405
|
|
$6,390
|
|
3/1/07
|
PowerShares Dynamic Biotechnology & Genome Portfolio
|
|
$936,313
|
|
$819,945
|
|
$677,140
|
|
($36,628)
|
|
($1,228)
|
|
$37,721
|
|
6/23/05
|
PowerShares Dynamic Building & Construction Portfolio
|
|
$205,532
|
|
$142,762
|
|
$277,853
|
|
($113,361)
|
|
($107,359)
|
|
($35,007)
|
|
10/26/05
|
PowerShares Dynamic Energy Exploration & Production Portfolio
|
|
$365,447
|
|
$387,319
|
|
$375,171
|
|
($92,366)
|
|
($60,526)
|
|
($31,709)
|
|
10/26/05
|
PowerShares Dynamic Food & Beverage Portfolio
|
|
$462,290
|
|
$1,034,050
|
|
$663,173
|
|
($75,695)
|
|
$50,033
|
|
$2,504
|
|
6/23/05
|
PowerShares Dynamic Large Cap Growth Portfolio
|
|
$1,009,836
|
|
$886,741
|
|
$939,769
|
|
($25,671)
|
|
$26,000
|
|
$0
|
|
3/3/05
|
PowerShares Dynamic Large Cap Value Portfolio
|
|
$1,759,705
|
|
$2,000,070
|
|
$2,304,431
|
|
($976)
|
|
$1,163
|
|
$0
|
|
3/3/05
|
PowerShares Dynamic Leisure and Entertainment Portfolio
|
|
$295,565
|
|
$249,646
|
|
$310,067
|
|
($89,979)
|
|
($87,312)
|
|
($39,775)
|
|
6/23/05
|
PowerShares Dynamic Market Portfolio
|
|
$950,434
|
|
$733,078
|
|
$650,801
|
|
($80,701)
|
|
($32,430)
|
|
($2,910)
|
|
5/1/03
|
PowerShares Dynamic Media Portfolio
|
|
$497,074
|
|
$661,683
|
|
$619,290
|
|
($63,139)
|
|
($23,202)
|
|
($2,439)
|
|
6/23/05
|
PowerShares Dynamic Networking Portfolio
|
|
$487,650
|
|
$551,946
|
|
$238,234
|
|
($68,612)
|
|
($45,787)
|
|
($52,287)
|
|
6/23/05
|
PowerShares Dynamic Oil & Gas Services Portfolio
|
|
$938,179
|
|
$959,139
|
|
$635,119
|
|
($29,847)
|
|
$30,055
|
|
$0
|
|
10/26/05
|
PowerShares Dynamic Pharmaceuticals Portfolio
|
|
$359,152
|
|
$926,207
|
|
$1,642,043
|
|
($91,158)
|
|
$58,165
|
|
$121,217
|
|
6/23/05
|
PowerShares Dynamic Retail Portfolio
|
|
$62,054
|
|
$183,231
|
|
$245,451
|
|
($123,788)
|
|
($87,876)
|
|
($55,726)
|
|
10/26/05
|
PowerShares Dynamic Semiconductors Portfolio
|
|
$164,692
|
|
$128,526
|
|
$88,062
|
|
($113,566)
|
|
($99,485)
|
|
($73,270)
|
|
6/23/05
|
PowerShares Dynamic Software Portfolio
|
|
$322,205
|
|
$278,130
|
|
$238,692
|
|
($88,387)
|
|
($81,932)
|
|
($51,699)
|
|
6/23/05
|
PowerShares Financial Preferred Portfolio
|
|
$8,737,380
|
|
$7,959,588
|
|
$8,640,328
|
|
($11,307)
|
|
$27,957
|
|
$0
|
|
12/1/06
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
$2,453,188
|
|
$3,458,025
|
|
$4,294,300
|
|
($439,944)
|
|
($420,812)
|
|
($519,689)
|
|
12/19/05
|
PowerShares FTSE RAFI US 1500
Small-Mid
Portfolio
|
|
$960,772
|
|
$1,085,018
|
|
$1,380,337
|
|
($240,876)
|
|
($186,171)
|
|
($211,738)
|
|
9/20/06
|
PowerShares Fundamental Pure Large Core Portfolio
|
|
$165,216
|
|
$83,679
|
|
$74,260
|
|
($112,727)
|
|
($119,199)
|
|
($105,264)
|
|
12/1/06
|
PowerShares Fundamental Pure Large Growth Portfolio
|
|
N/A
|
|
$6,243
|
|
$68,433
|
|
N/A
|
|
($129,956)
|
|
($94,097)
|
|
6/16/11
|
PowerShares Fundamental Pure Large Value Portfolio
|
|
N/A
|
|
$18,319
|
|
$16,862
|
|
N/A
|
|
($133,196)
|
|
($99,141)
|
|
6/16/11
|
PowerShares Fundamental Pure Mid Core Portfolio
|
|
$108,330
|
|
$66,242
|
|
$52,082
|
|
($120,297)
|
|
($121,623)
|
|
($109,592)
|
|
12/1/06
|
PowerShares Fundamental Pure Mid Growth Portfolio
|
|
$582,335
|
|
$319,091
|
|
$229,160
|
|
($67,548)
|
|
($92,773)
|
|
($117,856)
|
|
3/3/05
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory Fees Paid for the
Fiscal Year Ended
|
|
(Waivers) and/or Recapture for the
Fiscal Year Ended
|
|
|
|
|
April 30,
2011
|
|
April 30,
2012
|
|
April 30,
2013
|
|
April 30,
2011
|
|
April 30,
2012
|
|
April 30,
2013
|
|
Date of
Commencement
of Operations
|
PowerShares Fundamental Pure Mid Value Portfolio
|
|
$198,084
|
|
$103,746
|
|
$84,658
|
|
($110,527)
|
|
($117,234)
|
|
($125,577)
|
|
3/3/05
|
PowerShares Fundamental Pure Small Core Portfolio
|
|
$84,735
|
|
$49,042
|
|
$39,910
|
|
($128,192)
|
|
($125,378)
|
|
($114,500)
|
|
12/1/06
|
PowerShares Fundamental Pure Small Growth Portfolio
|
|
$189,169
|
|
$191,928
|
|
$78,657
|
|
($112,773)
|
|
($109,765)
|
|
($142,898)
|
|
3/3/05
|
PowerShares Fundamental Pure Small Value Portfolio
|
|
$321,279
|
|
$182,592
|
|
$135,177
|
|
($106,105)
|
|
($120,928)
|
|
($145,112)
|
|
3/3/05
|
PowerShares Global Listed Private Equity Portfolio
|
|
$1,457,668
|
|
$1,675,110
|
|
$1,543,965
|
|
($62,533)
|
|
($130,576)
|
|
($7,159)
|
|
10/24/06
|
PowerShares Golden Dragon China Portfolio
|
|
$2,161,604
|
|
$1,489,990
|
|
$979,097
|
|
($94,478)
|
|
($11,068)
|
|
($91,655)
|
|
12/9/04
|
PowerShares High Yield Equity Dividend Achievers
Portfolio
|
|
$652,458
|
|
$1,038,761
|
|
$1,170,739
|
|
($40,549)
|
|
$95,583
|
|
$38,984
|
|
12/9/04
|
PowerShares International Dividend Achievers
Portfolio
|
|
$1,775,241
|
|
$2,332,796
|
|
$2,887,281
|
|
($293)
|
|
($4,844)
|
|
$8,006
|
|
9/15/05
|
PowerShares NASDAQ Internet Portfolio*
|
|
$155,463
|
|
$316,588
|
|
$317,970
|
|
N/A
|
|
N/A
|
|
N/A
|
|
6/12/08
|
PowerShares S&P 500 BuyWrite Portfolio*
|
|
$1,110,109
|
|
$810,636
|
|
$1,780,173
|
|
N/A
|
|
N/A
|
|
N/A
|
|
12/20/07
|
PowerShares S&P 500
®
High Quality Portfolio
|
|
$444,269
|
|
$636,966
|
|
$698,787
|
|
($257,139)
|
|
($226,066)
|
|
($271,138)
|
|
12/6/05
|
PowerShares Water Resources Portfolio
|
|
$5,765,805
|
|
$4,746,253
|
|
$4,077,809
|
|
($11,685)
|
|
$11,676
|
|
$0
|
|
12/6/05
|
PowerShares WilderHill Clean Energy Portfolio
|
|
$2,761,318
|
|
$1,459,828
|
|
$678,983
|
|
($20,008)
|
|
($93,436)
|
|
$10,964
|
|
3/3/05
|
PowerShares WilderHill Progressive Energy Portfolio
|
|
$299,969
|
|
$262,662
|
|
$196,934
|
|
($97,636)
|
|
($78,953)
|
|
($64,090)
|
|
10/24/06
|
PowerShares Zacks Micro Cap Portfolio
|
|
$380,218
|
|
$236,781
|
|
$154,248
|
|
($115,423)
|
|
($102,215)
|
|
($86,324)
|
|
8/18/05
|
*
|
The Fund does not have a fee waiver in place and instead pays a unitary management fee to the Adviser, out of which the Adviser pays substantially all of the
Funds expenses.
|
The Adviser has overall responsibility for the general management and administration of
the Trust. The Adviser provides an investment program for the Funds and manages the investment of the Funds assets.
Under the Investment Advisory Agreement, the Adviser will not be liable for any error of judgment or mistake of law or for any loss
suffered by a Fund in connection with the performance of the Investment Advisory Agreement, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or from reckless
disregard of its duties and obligations thereunder. The Investment Advisory Agreement continues until April 30, 2014, and thereafter only if approved annually by the Board, including a majority of the Independent Trustees. The Investment
Advisory Agreement terminates automatically upon assignment and is terminable at any time without penalty as to a Fund by the Board, including a majority of the Independent Trustees, or by vote of the holders of a majority of that Funds
outstanding voting securities on 60 days written notice to the Adviser, or by the Adviser on 60 days written notice to the Fund.
Administrator.
BNYM serves as administrator for the Funds. Its principal address is 101 Barclay Street, New York, New York 10286.
BNYM serves as Administrator pursuant to a fund administration and accounting agreement (the Administrative Services
Agreement) with the Trust. Under the Administrative Services Agreement, BNYM is obligated, on a continuous basis, to provide such administrative services as the Board reasonably deems necessary for the proper administration of the Trust and
each Fund. BNYM generally will assist in many aspects of the
50
Trusts and the Funds operations, including accounting, bookkeeping and record keeping services (including, without limitation, the maintenance of such books and records as are
required under the 1940 Act and the rules thereunder, except as maintained by other agency agents), assisting in preparing reports to shareholders or investors; assist in the preparation and filing of tax returns; supply financial information
and supporting data for reports to and filings with the SEC; and supply supporting documentation for meetings of the Board.
Pursuant to the Administrative Services Agreement, the Trust has agreed to indemnify the Administrator for certain liabilities, including
certain liabilities arising under the federal securities laws, unless such loss or liability results from negligence or willful misconduct in the performance of its duties.
The aggregate amount of the administrative fee paid by each Fund to BNYM during each Funds fiscal years ended April 30, 2011, 2012 and 2013 are set forth in the chart below.
|
|
|
|
|
|
|
|
|
Administrative Fees Paid for the Fiscal Year Ended
|
Fund
|
|
April 30, 2011
|
|
April 30, 2012
|
|
April 30, 2013
|
PowerShares Aerospace & Defense Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Buyback Achievers
Portfolio
|
|
$68,240
|
|
$67,460
|
|
$66,103
|
PowerShares Cleantech
Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dividend Achievers
Portfolio
|
|
$68,240
|
|
$67,573
|
|
$66,118
|
PowerShares DWA Momentum Portfolio
|
|
$74,979
|
|
$109,151
|
|
$156,511
|
PowerShares Dynamic Biotechnology & Genome Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Building & Construction Portfolio
|
|
$68,241
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Energy Exploration & Production Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Food & Beverage Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Large Cap Growth Portfolio
|
|
$68,240
|
|
$67,460
|
|
$60,717
|
PowerShares Dynamic Large Cap Value Portfolio
|
|
$85,772
|
|
$94,429
|
|
$105,194
|
PowerShares Dynamic Leisure and Entertainment Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Market Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Media Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Networking Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Oil & Gas Services Portfolio
|
|
$68,240
|
|
$68,344
|
|
$57,399
|
PowerShares Dynamic Pharmaceuticals Portfolio
|
|
$68,240
|
|
$67,460
|
|
$75,348
|
PowerShares Dynamic Retail Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Semiconductors Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Dynamic Software Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Financial Preferred Portfolio
|
|
$427,715
|
|
$380,619
|
|
$391,221
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
$205,782
|
|
$279,101
|
|
$342,143
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
$82,804
|
|
$86,797
|
|
$110,175
|
PowerShares Fundamental Pure Large Core Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Fundamental Pure Large Growth Portfolio*
|
|
N/A
|
|
$ 61,775
|
|
$52,333
|
PowerShares Fundamental Pure Large Value Portfolio*
|
|
N/A
|
|
$ 61,775
|
|
$52,333
|
PowerShares Fundamental Pure Mid Growth Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Fundamental Pure Mid Value Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Fundamental Pure Mid Core Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Fundamental Pure Small Growth Portfolio
|
|
$68,241
|
|
$67.460
|
|
$57,844
|
PowerShares Fundamental Pure Small Value Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Fundamental Pure Small Core Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Global Listed Private Equity Portfolio
|
|
$75,639
|
|
$85,463
|
|
$69,127
|
PowerShares Golden Dragon China Portfolio
|
|
$105,520
|
|
$77,756
|
|
$57,029
|
PowerShares High Yield Equity Dividend Achievers
Portfolio
|
|
$68,240
|
|
$71,509
|
|
$68,268
|
PowerShares International Dividend Achievers
Portfolio
|
|
$108,267
|
|
$135,367
|
|
$167,530
|
51
|
|
|
|
|
|
|
|
|
Administrative Fees Paid for the Fiscal Year Ended
|
Fund
|
|
April 30, 2011
|
|
April 30, 2012
|
|
April 30, 2013
|
PowerShares NASDAQ Internet Portfolio**
|
|
N/A
|
|
N/A
|
|
N/A
|
PowerShares S&P 500 BuyWrite Portfolio**
|
|
N/A
|
|
N/A
|
|
N/A
|
PowerShares S&P 500
®
High Quality Portfolio
|
|
$68,240
|
|
$67,460
|
|
$60,694
|
PowerShares Water Resources Portfolio
|
|
$281,977
|
|
$231,979
|
|
$179,982
|
PowerShares WilderHill Clean Energy Portfolio
|
|
$134,886
|
|
$83,142
|
|
$52,868
|
PowerShares WilderHill Progressive Energy Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
PowerShares Zacks Micro Cap Portfolio
|
|
$68,240
|
|
$67,460
|
|
$57,844
|
*
|
The Fund commenced operations June 16, 2011.
|
**
|
The Fund pays a unitary management fee to the Adviser, out of which the Adviser pays substantially all of the Funds expenses, and therefore does not pay separate
administrative fees.
|
Payments to Financial Intermediaries.
The Adviser may pay certain
broker-dealers, banks and other financial intermediaries for participating in activities that are designed to make registered representatives and other professionals more knowledgeable about exchange traded products, including the Funds, or for
other activities, such as participation in marketing activities and presentations, educational training programs, conferences, the development of technology platforms and reporting systems. As of February 7, 2013, the Adviser had arrangements
to make payments, other than for the educational programs and marketing activities described above, only to Charles Schwab & Co., Inc. (Schwab). Pursuant to the arrangement with Schwab, Schwab has agreed to promote select
exchange-traded funds advised by the Adviser to Schwabs customers and not to charge certain of its customers any commissions when those customers purchase or sell shares of those funds. Payments to a broker-dealer or intermediary may create
potential conflicts of interest between the broker-dealer or intermediary and its clients. These amounts are paid by the Adviser from its own resources and not from the assets of the Funds.
Custodian, Transfer Agent and Fund Accounting Agent.
BNYM, located at 101 Barclay Street, New York, New York 10286,
also serves as custodian for the Funds pursuant to a custodian agreement (the Custodian Agreement). As custodian, BNYM holds the Funds assets, calculates the NAV of Shares and calculates net income and realized capital gains or
losses. BNYM also serves as transfer agent for the Funds pursuant to a transfer agency agreement (the Transfer Agency Agreement). Further, BNYM serves as Fund accounting agent pursuant to a fund accounting agreement (the Fund
Accounting Agreement). BNYM may be reimbursed by the Funds for its out-of-pocket expenses, transaction fees and asset-based fees.
Distributor.
Invesco Distributors, Inc. (the Distributor) is the distributor of the Funds Shares. Its principal address is 11 Greenway Plaza, Suite 1000, Houston, Texas
77046-1173. The Distributor has entered into a distribution agreement (the Distribution Agreement) with the Trust pursuant to which it distributes the Funds Shares. Each Fund continuously offers Shares for sale through the
Distributor only in Creation Unit Aggregations, as described in the Prospectus and below under the heading Creation and Redemption of Creation Unit Aggregations.
Securities Lending Agents.
Brown Brothers Harriman & Co. (BBH) acts as the
securities lending agent for PowerShares Buyback Achievers
Portfolio, PowerShares Biotechnology & Genome
Portfolio, PowerShares Financial Preferred Portfolio, PowerShares FTSE RAFI US 1000 Portfolio, PowerShares FTSE RAFI US 1500 Small-Mid Portfolio, PowerShares Fundamental Pure Mid Value Portfolio, PowerShares Fundamental Pure Small Growth Portfolio,
PowerShares Fundamental Pure Small Value Portfolio, PowerShares Global Listed Private Equity Portfolio, PowerShares High Yield Equity Dividend Achievers
TM
Portfolio, PowerShares International Dividend Achievers
Portfolio, PowerShares NASDAQ Internet Portfolio and PowerShares WilderHill Progressive Energy Portfolio, and Citibank N.A. (Citi) acts as the securities
lending agent for PowerShares Cleantech
Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares
Golden Dragon China Portfolio, PowerShares WilderHill Clean Energy Portfolio and PowerShares Zacks Micro Cap Portfolio. In their capacity as securities lending agents, each of BBH and Citi, among other things, enters into and maintains securities
loan agreements with borrowers, negotiates fees with borrowers, delivers securities to
52
borrowers, receives collateral from borrowers in connection with each loan, holds and safekeeps the collateral on behalf of each Fund engaged in securities lending and invests the cash collateral
in accordance with the Advisers instructions. The securities lending agents will receive fees from each of the respective Funds they serve and such fee will be calculated on, and deducted from, that Funds securities lending revenues.
Aggregations.
Fund Shares in less than Creation Unit Aggregations are not distributed by the Distributor.
The Distributor will deliver the Prospectus (or the Summary Prospectus) and, upon request, this SAI to persons purchasing Creation Unit Aggregations and will maintain records of both orders placed with it and confirmations of acceptance furnished by
it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority (FINRA).
The Distribution Agreement for the Funds provides that it may be terminated as to a Fund at any time, without the payment of any penalty,
on at least 60 days written notice by the Trust to the Distributor (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The
Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).
The
Distributor also may enter into agreements with securities dealers (Soliciting Dealers) who will solicit purchases of Creation Unit Aggregations of the Funds Shares. Such Soliciting Dealers also may be Participating Parties (as
defined in Procedures for Creation of Creation Unit Aggregations below) and DTC Participants (as defined in DTC Acts as Securities Depository below).
Index Providers.
Set forth below is a list of each Fund and the Underlying Index or Underlying Intellidex upon which it is based.
|
|
|
Fund
|
|
Underlying Index or Underlying Intellidex
|
PowerShares Aerospace & Defense Portfolio
|
|
SPADE
Defense Index
|
PowerShares Buyback Achievers
Portfolio
|
|
NASDAQ US BuyBack Achievers
Index
|
PowerShares Cleantech
Portfolio
|
|
The Cleantech Index
|
PowerShares Dividend Achievers
Portfolio
|
|
NASDAQ US Broad Dividend Achievers
Index
|
PowerShares DWA Momentum Portfolio
|
|
Dorsey Wright Technical Leaders
Index
|
PowerShares Dynamic Biotechnology & Genome Portfolio
|
|
Dynamic Biotech & Genome Intellidex
SM
Index
|
PowerShares Dynamic Building & Construction Portfolio
|
|
Dynamic Building & Construction Intellidex
SM
Index
|
PowerShares Dynamic Energy Exploration & Production Portfolio
|
|
Dynamic Energy Exploration & Production Intellidex
SM
Index
|
PowerShares Dynamic Food & Beverage Portfolio
|
|
Dynamic Food & Beverage Intellidex
SM
Index
|
PowerShares Dynamic Large Cap Growth Portfolio
|
|
Dynamic Large Cap Growth Intellidex
SM
Index
|
PowerShares Dynamic Large Cap Value Portfolio
|
|
Dynamic Large Cap Value Intellidex
SM
Index
|
PowerShares Dynamic Leisure and Entertainment Portfolio
|
|
Dynamic Leisure & Entertainment Intellidex
SM
Index
|
PowerShares Dynamic Market Portfolio
|
|
Dynamic Market Intellidex
SM
Index
|
PowerShares Dynamic Media Portfolio
|
|
Dynamic Media Intellidex
SM
Index
|
PowerShares Dynamic Networking Portfolio
|
|
Dynamic Networking Intellidex
SM
Index
|
PowerShares Dynamic Oil & Gas Services Portfolio
|
|
Dynamic Oil Services Intellidex
SM
Index
|
PowerShares Dynamic Pharmaceuticals Portfolio
|
|
Dynamic Pharmaceutical Intellidex
SM
Index
|
PowerShares Dynamic Retail Portfolio
|
|
Dynamic Retail Intellidex
SM
Index
|
PowerShares Dynamic Semiconductors Portfolio
|
|
Dynamic Semiconductor Intellidex
SM
Index
|
PowerShares Dynamic Software Portfolio
|
|
Dynamic Software Intellidex
SM
Index
|
PowerShares Financial Preferred Portfolio
|
|
Wells Fargo
®
Hybrid & Preferred Securities Financial Index
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
FTSE RAFI US 1000 Index
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
FTSE RAFI US 1500 Small-Mid Index
|
PowerShares Fundamental Pure Large Core Portfolio
|
|
RAFI
®
Fundamental Large Core Index
|
PowerShares Fundamental Pure Large Growth Portfolio
|
|
RAFI
®
Fundamental Large Growth
Index
|
53
|
|
|
Fund
|
|
Underlying Index or Underlying Intellidex
|
PowerShares Fundamental Pure Large Value Portfolio
|
|
RAFI
®
Fundamental Large Value Index
|
PowerShares Fundamental Pure Mid Core Portfolio
|
|
RAFI
®
Fundamental Mid Core Index
|
PowerShares Fundamental Pure Mid Growth Portfolio
|
|
RAFI
®
Fundamental Mid Growth Index
|
PowerShares Fundamental Pure Mid Value Portfolio
|
|
RAFI
®
Fundamental Mid Value Index
|
PowerShares Fundamental Pure Small Core Portfolio
|
|
RAFI
®
Fundamental Small Core Index
|
PowerShares Fundamental Pure Small Growth Portfolio
|
|
RAFI
®
Fundamental Small Growth Index
|
PowerShares Fundamental Pure Small Value Portfolio
|
|
RAFI
®
Fundamental Small Value Index
|
PowerShares Global Listed Private Equity Portfolio
|
|
Red Rocks Global Listed Private Equity Index
|
PowerShares Golden Dragon China Portfolio
|
|
NASDAQ Golden Dragon China Index
|
PowerShares High Yield Equity Dividend Achievers
Portfolio
|
|
NASDAQ US Dividend Achievers
50 Index
|
PowerShares International Dividend Achievers
Portfolio
|
|
NASDAQ International Dividend Achievers
Index
|
PowerShares NASDAQ Internet Portfolio
|
|
NASDAQ Internet
Index
®
|
PowerShares S&P 500 BuyWrite Portfolio
|
|
CBOE S&P 500 BuyWrite Index
|
PowerShares S&P 500
®
High Quality Portfolio
|
|
S&P 500
®
High Quality Rankings Index
|
PowerShares Water Resources Portfolio
|
|
NASDAQ OMX US Water Index
SM
|
PowerShares WilderHill Clean Energy Portfolio
|
|
WilderHill Clean Energy Index
|
PowerShares WilderHill Progressive Energy Portfolio
|
|
WilderHill Progressive Energy Index
|
PowerShares Zacks Micro Cap Portfolio
|
|
Zacks Micro Cap Index
|
Disclaimers.
The only relationships that NYSE Arca has with the Adviser or Distributor
of PowerShares Dynamic Biotechnology & Genome Portfolio, PowerShares Dynamic Building & Construction Portfolio, PowerShares Dynamic Energy Exploration & Production Portfolio, PowerShares Dynamic Food & Beverage
Portfolio, PowerShares Dynamic Large Cap Growth Portfolio, PowerShares Dynamic Large Cap Value Portfolio, PowerShares Dynamic Leisure and Entertainment Portfolio, PowerShares Dynamic Market Portfolio, PowerShares Dynamic Media Portfolio, PowerShares
Dynamic Networking Portfolio, PowerShares Dynamic Oil & Gas Services Portfolio, PowerShares Dynamic Pharmaceuticals Portfolio, PowerShares Dynamic Retail Portfolio, PowerShares Dynamic Semiconductors Portfolio or PowerShares Dynamic
Software Portfolio in connection with the Funds are that NYSE Arca has licensed certain of its intellectual property, including the determination of the component stocks of the Underlying Intellidexes and the names of the Underlying Intellidexes;
and NYSE Arca lists the Shares of the Funds pursuant to its Listing Agreement with the Trust. The Underlying Intellidexes are selected and calculated without regard to the Adviser, Distributor, Trust or owners of the Funds. NYSE Arca has no
obligation to take the specific needs of the Adviser, Distributor, Trust or owners of the Funds into consideration in the determination and calculation of the Underlying Intellidexes. NYSE Arca is not responsible for and has not participated in the
determination of pricing or the timing of the issuance or sale of the Shares of the Funds or in the determination or calculation of the asset value of the Funds. NYSE Arca has no obligation or liability in connection with the administration,
marketing or trading of the Funds.
NYSE ARCA SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS RELATED TO
THE FUNDS OR THE UNDERLYING INTELLIDEXES. NYSE ARCA MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, DISTRIBUTOR OR OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE UNDERLYING INTELLIDEXES OR
ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE FUNDS OR TO THE UNDERLYING INTELLIDEXES OR TO ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL NYSE ARCA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE FUNDS OR THE UNDERLYING
INTELLIDEXES, EVEN IF NYSE ARCA IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
54
Cleantech is the Index Provider for PowerShares Cleantech
Portfolio. There is no relationship between Cleantech and the Distributor, the Adviser or the Trust other than a
license by Cleantech to the Adviser of certain Cleantech trademarks and trade names, and The Cleantech Index
,
for use by the Distributor, the Adviser and the Trust. Such trademarks, tradenames and The Cleantech Index
have been created and developed by Cleantech without regard to the Distributor, the Adviser, the Trust, their businesses, the Fund and/or any prospective investor.
Cleantech makes no representation or warranty, express or implied, to the owners of fund shares or any member of the
public regarding the advisability of investing in securities generally or in shares particularly. Cleantechs only relationship to the Distributor, the Adviser or the Trust is the licensing of certain Cleantech trademarks and trade names of
Cleantech and The Cleantech Index
, which are composed by Cleantech without regard to the Distributor, the
Adviser or the Trust.
Cleantech, Red Rocks, Progressive Energy Index, WilderShares and WilderHill make no representation or
warranty, express or implied, to the owners of Fund Shares or any member of the public regarding the advisability of investing in securities generally or in Shares particularly. Cleantechs only relationship to the Distributor, the Adviser or
the Trust is the licensing of certain Cleantech trademarks and trade names of Cleantech without regard to the Distributor, the Adviser or the Trust. Red Rocks only relationship to the Distributor, the Adviser or the Trust is the licensing of
certain Red Rocks trademarks and trade names of Red Rocks without regard to the Distributor, the Adviser or the Trust. WilderHills only relationship to the Distributor, the Adviser or the Trust is the licensing of certain WilderHill
trademarks and trade names of WilderHill and Progressive Energy Index.
The Underlying Indexes provided by Cleantech, Red
Rocks, Progressive Energy Index, WilderShares and WilderHill are selected and calculated without regard to the Distributor, the Adviser, the Trust or any holders of Shares. Cleantech, Red Rocks, Progressive Energy Index, WilderShares and WilderHill
have no obligation to take the needs of the Distributor, the Adviser, the Trust or the owners of Shares into consideration in determining, composing or calculating the Indices. Cleantech, Red Rocks, Progressive Energy Index, WilderShares and
WilderHill are not responsible for and have not participated in the determination of the prices and amount of Shares or the timing of the issuance or sale of Shares or in the determination of any financial calculations relating thereto. Cleantech,
Red Rocks, Progressive Energy Index, WilderShares and WilderHill have no obligation or liability in connection with the administration of the Trust, or marketing of the Shares. Cleantech, Red Rocks, Progressive Energy Index, WilderShares and
WilderHill do not guarantee the accuracy and/or the completeness of the Underlying Indexes or any data included therein, and Cleantech, Red Rocks, Progressive Energy Index, WilderShares and WilderHill shall have no liability for any errors,
omissions, or interruptions therein. Cleantech, Red Rocks, Progressive Energy Index, WilderShares and WilderHill make no warranty, express or implied, as to results to be obtained by the Distributor, the Adviser, the Trust or owners of Shares, or
any other person or entity, from the use of the Underlying Indexes or any data included therein. Cleantech, Red Rocks, Progressive Energy Index, WilderShares and WilderHill make no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or use with respect to the Indices or any data included therein, the Funds, the Trust or the Shares. Without limiting any of the foregoing, in no event shall Cleantech, Red Rocks,
Progressive Energy Index, WilderShares and WilderHill have any liability for any special, punitive, indirect, or consequential damages (including lost profits) resulting from the use of the Underlying Indexes or any data included therein, the Funds,
the Trust or the Shares, even if notified of the possibility of such damages. The Adviser does not guarantee the accuracy and/or the completeness of the Underlying Indexes or any data included therein, and the Adviser shall have no liability for any
errors, omissions, or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Funds, owners of the Shares of the Funds or any other person or entity from the use of the Underlying Indexes or any
data included therein. The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Indexes or any data included therein.
Without limiting any of the foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of the Underlying
Indexes even if notified of the possibility of such damages.
55
THERE IS NO RELATIONSHIP BETWEEN WILDERSHARES AND THE ADVISER OTHER THAN A LICENSE BY
WILDERSHARES TO THE ADVISER OF CERTAIN WILDERSHARES TRADEMARKS AND TRADE NAMES, AND THE INDEX, FOR USE BY THE ADVISER. SUCH TRADEMARKS, TRADE NAMES AND INDEX HAVE BEEN CREATED AND DEVELOPED BY WILDERSHARES WITHOUT REGARD TO THE ADVISER, ITS
BUSINESS, THIS PRODUCT AND/OR ANY PROSPECTIVE INVESTOR.
The Underlying Index is selected and calculated without regard to the
Distributor, the Adviser, the Trust or any holders of shares. Cleantech has no obligation to take the needs of the Distributor, the Adviser, the Trust or the owners of shares into consideration in determining, composing or calculating the Underlying
Index. Cleantech is not responsible for and have not participated in the determination of the prices and amount of shares or the timing of the issuance or sale of shares or in the determination of any financial calculations relating thereto.
Cleantech has no obligation or liability in connection with the administration of the Trust, or marketing of the shares. Cleantech does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and
Cleantech shall have no liability for any errors, omissions, or interruptions therein. Cleantech makes no warranty, express or implied, as to results to be obtained by the Distributor, the Adviser, the Trust or owners of shares, or any other person
or entity, from the use of the Underlying Index or any data included therein. Cleantech makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the
indices or any data included therein, the Fund, the Trust or the Shares. Without limiting any of the foregoing, in no event shall Cleantech have any liability for any special, punitive, indirect, or consequential damages (including lost profits)
resulting from the use of the Underlying Index or any data included therein, the Fund, the Trust or the Shares, even if notified of the possibility of such damages. The Adviser does not guarantee the accuracy and/or the completeness of the
Underlying Index or any data included therein, and the Adviser shall have no liability for any errors, omissions, or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the
Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein. The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect or consequential damages
(including lost profits) arising out of matters relating to the use of the Underlying Index even if notified of the possibility of such damages.
The only relationship that Zacks has with the Adviser or Distributor of PowerShares Zacks Micro Cap Portfolio in connection with the Fund is that Zacks has licensed certain of its intellectual property,
including the determination of the component stocks of the Underlying Index and the name of the Underlying Index. The Underlying Index is selected and calculated without regard to the Adviser, Distributor, Trust or owners of the Fund. Zacks has no
obligation to take the specific needs of the Adviser, Distributor, Trust or owners of the Fund into consideration in the determination and calculation of the Underlying Index. Zacks is not responsible for and have not participated in the
determination of pricing or the timing of the issuance or sale of the Shares of the Fund or in the determination or calculation of the asset value of the Fund. Zacks does not have any obligation or liability in connection with the administration,
marketing or trading of the Fund.
ZACKS SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS RELATED TO THE
FUND OR THE UNDERLYING INDEX. ZACKS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, DISTRIBUTOR OR OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED
THEREIN. ZACKS DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE FUND OR TO THE UNDERLYING INDEX OR TO ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ZACKS HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE FUND OR THE UNDERLYING INDEX, EVEN IF ZACKS IS NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.
56
The only relationship that NASDAQ OMX Group, Inc. (NASDAQ OMX Group) has with
the Adviser or Distributor of PowerShares Water Resources Portfolio in connection with PowerShares Water Resources Portfolio is that NASDAQ OMX Group has licensed certain of its intellectual property, including the determination of the component
stocks of the Underlying Index and the name of the Underlying Index. The Underlying Index is selected and calculated without regard to the Adviser, Trust, Distributor or owners of PowerShares Water Resources Portfolio. NASDAQ OMX Group has no
obligation to take the specific needs of the Adviser, Distributor or owners of PowerShares Water Resources Portfolio into consideration in the determination and calculation of the Underlying Index. NASDAQ OMX Group is not responsible for and has not
participated in the determination of pricing or the timing of the issuance or sale of the Shares of the Fund or in the determination or calculation of the asset value of PowerShares Water Resources Portfolio. NASDAQ OMX Group does not have any
obligation or liability in connection with the administration, marketing or trading of PowerShares Water Resources Portfolio.
PowerShares Water Resources Portfolio is not sponsored, endorsed, sold or promoted by NASDAQ OMX Group or its affiliates (NASDAQ OMX Group, with its affiliates, are referred to as the
Corporations). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Fund. The Corporations make no representation or warranty, express or implied
to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly, or the ability of the NASDAQ OMX US Water
Index
SM
to track general stock market performance. The
Corporations only relationship to the Adviser (Licensee) is in the licensing of the NASDAQ
®
,
OMX
®
, NASDAQ OMX
®
, NASDAQ OMX US Water
Index
SM
trade/service marks, and certain trade names of
the Corporations and the use of the NASDAQ OMX US Water Index
SM
which is determined, composed and calculated by NASDAQ OMX without regard to Licensee or the Fund. NASDAQ OMX has no obligation to take the needs of the Licensee or the owners of the Fund into
consideration in determining, composing or calculating the NASDAQ OMX US Water Index
SM
. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the
equation by which the Fund is to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Fund.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE NASDAQ OMX US WATER
INDEX
SM
OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS
MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ OMX US WATER INDEX
SM
OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ OMX US WATER
INDEX
SM
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The only relationship that FTSE has with the Adviser or Distributor of PowerShares FTSE RAFI US 1000 Portfolio or PowerShares FTSE RAFI US
1500 Small-Mid Portfolio in connection with the Funds is that FTSE has licensed certain of its intellectual property, including the determination of the component stocks of the Underlying Indexes and the name of the Underlying Indexes. The
Underlying Indexes are selected and calculated without regard to the Adviser, Distributor, Trust or owners of the Funds. FTSE has no obligation to take the specific needs of the Adviser, Distributor, Trust or owners of the Funds into consideration
in the determination and calculation of the Underlying Indexes. FTSE is not responsible for and has not participated in the determination of pricing or the timing of the issuance or sale of the Shares of the Funds or in the determination or
calculation of the asset value of the Funds. FTSE does not have any obligation or liability in connection with the administration, marketing or trading of the Funds.
FTSE SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS RELATED TO THE FUNDS OR THE UNDERLYING INDEXES. FTSE MAKES NO WARRANTY,
57
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, DISTRIBUTOR OR OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE UNDERLYING INDEXES OR ANY DATA INCLUDED
THEREIN. FTSE DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE FUNDS OR TO THE UNDERLYING INDEXES OR TO ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL FTSE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE FUNDS OR THE UNDERLYING INDEXES, EVEN IF FTSE IS
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The only relationship that ISBC has with the Adviser or Distributor of
PowerShares Aerospace and Defense Portfolio in connection with the Fund is that ISBC has licensed certain of their intellectual property, including the determination of the component stocks of the Underlying Index and the name of the Underlying
Index. The Underlying Index is selected and calculated without regard to the Adviser, Distributor, Trust or owners of the Fund. ISBC has no obligation to take the specific needs of the Adviser, Distributor, Trust or owners of the Fund into
consideration in the determination and calculation of the Underlying Index. ISBC is not responsible for and have not participated in the determination of pricing or the timing of the issuance or sale of the Shares of the Fund or in the determination
or calculation of the asset value of the Fund. ISBC does not have any obligation or liability in connection with the administration, marketing or trading of the Fund.
ISBC SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS RELATED TO THE FUND OR THE UNDERLYING INDEX. ISBC MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
ADVISER, DISTRIBUTOR OR OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. ISBC DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE FUND OR TO THE UNDERLYING INDEX OR TO ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ISBC HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE FUND OR THE UNDERLYING INDEX, EVEN IF ISBC IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The only relationship that NASDAQ OMX Group has with the Adviser or Distributor of PowerShares Golden Dragon China Portfolio in connection
with the Fund is that NASDAQ OMX Group has licensed certain of its intellectual property, including the determination of the component stocks of the Underlying Index and the name of the Underlying Index. The Underlying Index is selected and
calculated without regard to the Adviser, Distributor or owners of PowerShares Golden Dragon China Portfolio. NASDAQ OMX Group has no obligation to take the specific needs of the Adviser, Distributor or owners of PowerShares Golden Dragon China
Portfolio into consideration in the determination and calculation of the Underlying Index. NASDAQ OMX Group is not responsible for and has not participated in the determination of pricing or calculation of the asset value of PowerShares Golden
Dragon China Portfolio. NASDAQ OMX Group does not have any obligation or liability in connection with the administration, marketing or trading of PowerShares Golden Dragon China Portfolio
PowerShares Golden Dragon China Portfolio is not sponsored, endorsed, sold or promoted by the NASDAQ OMX Group or the
Corporations. The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, PowerShares Golden Dragon China Portfolio. The Corporations make no representation or
warranty, express or implied to the owners of PowerShares Golden Dragon China Portfolio or any member of the public regarding the advisability of investing in securities generally or in PowerShares Golden Dragon China Portfolio particularly, or the
ability of the NASDAQ Golden Dragon China Index to track general stock market performance. The Corporations only relationship to the Licensee is in the licensing of the NASDAQ
®
, OMX
®
, NASDAQ OMX
®
, NASDAQ Golden Dragon China Indextrade/service marks, and certain trade names of the Corporations and the use of the
NASDAQ Golden Dragon China Index which is determined, composed and calculated by NASDAQ OMX without regard to
58
Licensee or PowerShares Golden Dragon China Portfolio. NASDAQ OMX has no obligation to take the needs of the Licensee or the owners of PowerShares Golden Dragon China Portfolio into consideration
in determining, composing or calculating the NASDAQ Golden Dragon China Index. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of PowerShares Golden Dragon China
Portfolio to be issued or in the determination or calculation of the equation by which PowerShares Golden Dragon China Portfolio is to be converted into cash. The Corporations have no liability in connection with the administration, marketing or
trading of PowerShares Golden Dragon China Portfolio.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ GOLDEN DRAGON CHINA INDEX OR ANY DATA INCLUDED THERIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF POWERSHARES GOLDEN DRAGON CHINA PORTFOLIO, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE NASDAQ GOLDEN DRAGON CHINA INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OR MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE
OR USE WITH RESPECT TO THE NASDAQ GOLDEN DRAGON CHINA INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITATION ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT,
OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OR THE POSSIBILITY OF SUCH DAMAGES.
NASDAQ OMX Group, Inc. is
the Index Provider for PowerShares Buyback Achievers
Portfolio, PowerShares Dividend Achievers
Portfolio, PowerShares High Yield Equity Dividend Achievers
Portfolio and PowerShares International Dividend Achievers
Portfolio. NASDAQ OMX Group, Inc. is not affiliated with the Trust, the Adviser or the Distributor. The Adviser has entered into a license agreement with NASDAQ OMX
Group, Inc. to use the Underlying Indexes of these Funds. The Funds are entitled to use their respective Underlying Index pursuant to a sub-licensing arrangement with the Adviser.
The only relationships that NASDAQ OMX Group has with the Adviser or Distributor of PowerShares Buyback Achievers
Portfolio, PowerShares Dividend Achievers
Portfolio, PowerShares High Yield Equity Dividend Achievers
Portfolio and PowerShares International Dividend Achievers
Portfolio in connection with the Funds is that NASDAQ OMX Group has licensed certain of its intellectual property, including the determination of the component
stocks of each Underlying Index and the name of each Underlying Index. Each Underlying Index is selected and calculated without regard to the Adviser, Distributor or owners of PowerShares Buyback Achievers
Portfolio, PowerShares Dividend Achievers
Portfolio, PowerShares High Yield Equity Dividend Achievers
Portfolio and PowerShares International Dividend Achievers
Portfolio. NASDAQ OMX Group has no obligation to take the specific needs of the Adviser, Distributor or owners of the Funds into consideration in the determination
and calculation of the applicable Underlying Index. NASDAQ OMX Group is not responsible for and has not participated in the determination of pricing or calculation of the asset value of each of the Funds. NASDAQ OMX Group does not have any
obligation or liability in connection with the administration, marketing or trading of PowerShares Buyback
Achievers
Portfolio, PowerShares Dividend Achievers
Portfolio, PowerShares High Yield Equity Dividend Achievers
Portfolio and PowerShares International Dividend Achievers
Portfolio.
Each of
PowerShares Buyback Achievers
Portfolio, PowerShares Dividend Achievers
Portfolio, PowerShares High Yield Equity Dividend Achievers
Portfolio and PowerShares International Dividend Achievers
Portfolio is not sponsored, endorsed, sold or promoted by the NASDAQ OMX Group or the Corporations. The Corporations have not passed on the legality or suitability
of, or the accuracy or adequacy of description or warranty, express or implied to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally or in any Fund particularly, or the ability of each
Underlying Index to track general stock market performance. The Corporations only relationship to the Licensee is in the licensing of the NASDAQ
®
, OMX
®
and NASDAQ OMX
®
trade/service marks, and certain trade names of the Corporations and the use of each Funds Underlying Index,
which is determined, composed and calculated by NASDAQ OMX without regard to Licensee or the Funds. NASDAQ OMX has no obligation to take the needs of
59
the Licensee or the owners of the Funds into consideration in determining, composing or calculating the Underlying Indexes. The Corporations are not responsible for and have not participated in
the determination of the timing of, prices at, or quantities of each Fund to be issued or in the determination or calculation of the equation by which each Fund is to be converted into cash.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE UNDERLYING INDEXES OR ANY DATA
INCLUDED THEREIN. THE CORPORATIONS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE UNDERLYING INDEXES OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OR MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE UNDERLYING INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OR THE POSSIBILITY OF SUCH DAMAGES.
The only relationship that Dorsey Wright has with the Adviser or Distributor of PowerShares DWA Momentum Portfolio in
connection with the Fund is that Dorsey Wright has licensed certain of its intellectual property, including the determination of the component stocks of the Underlying Index and the name of the Index. The Underlying Index is selected and calculated
without regard to the Adviser, Distributor or owners of the Fund. Dorsey Wright is not responsible for and has not participated in the determination of pricing or the timing of the issuance or sale of the Shares of the Fund or in the determination
or calculation of the asset value of the Fund. Dorsey Wright has no obligation or liability in connection with the administration, marketing or trading of the Fund.
DORSEY WRIGHT SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS RELATED TO THE FUND OR THE UNDERLYING INDEX. DORSEY WRIGHT MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY THE ADVISER, DISTRIBUTOR OR OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. DORSEY WRIGHT MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE FUND OR TO THE UNDERLYING INDEX OR TO ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DORSEY WRIGHT HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE FUND OR THE UNDERLYING INDEX, EVEN IF DORSEY WRIGHT IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
PowerShares Financial Preferred Portfolio is not sponsored, issued or advised by Wells Fargo & Company, Wells Fargo Securities,
LLC or their subsidiaries and affiliates (collectively, Wells Fargo). Wells Fargo makes no representation or warranty, express or implied, to Fund investors or any member of the public regarding the performance of the Funds
Underlying Index or this Fund or the ability of any data supplied by Wells Fargo to track the performance of the securities referenced by the Funds Underlying Index. Wells Fargos only relationship to the Adviser is the licensing of
certain trademarks and trade names of Wells Fargo and of the data supplied by Wells Fargo that is determined, composed and calculated by Wells Fargo without regard to this Fund or its common shares. Wells Fargo has no obligation to take the needs of
the Fund into consideration when determining, composing or calculating the data. Wells Fargo has no obligation or liability in connection with the administration, marketing or trading of this Fund.
WELLS FARGO DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY DATA SUPPLIED BY IT OR ANY DATA INCLUDED THEREIN. WELLS FARGO
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER AND POWERSHARES FINANCIAL PREFERRED PORTFOLIO, OR ANY OTHER PERSON OR ENTITY FROM
60
THE USE OF THE DATA SUPPLIED BY WELLS FARGO OR ANY DATA INCLUDED THEREIN. WELLS FARGO MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DATA SUPPLIED BY WELLS FARGO OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL WELLS FARGO HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
NYSE
Arca, which acts as calculation agent for the Wells Fargo
®
Hybrid & Preferred Securities Financial
Index, is not affiliated with the adviser or Wells Fargo and does not approve, endorse, review or recommend PowerShares Financial Preferred Portfolio; PowerShares Financial Preferred Portfolio is based on the Wells Fargo
®
Hybrid & Preferred Securities Financial Index, and the value of such Index is derived from sources deemed
reliable, but NYSE Arca and its suppliers do not guarantee the correctness or completeness of the Index, its values or other information furnished in connection with the Index.
NYSE ARCA MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY ANY PERSON OR ENTITY FROM THE USE OF THE INDEX, TRADING BASED ON THE INDEX, OR ANY DATA INCLUDED THEREIN IN CONNECTION
WITH THE TRADING OF POWERSHARES FINANCIAL PREFERRED PORTFOLIO, OR FOR ANY OTHER USE. WELLS FARGO AND NYSE ARCA MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN.
The only relationship that Red Rocks Capital LLC
(Red Rocks) has with the Adviser or Distributor of PowerShares Global Listed Private Equity Portfolio in connection with the Fund is that Red Rocks has licensed certain of its intellectual property, including the determination of the
component stocks of the Underlying Index and the name of the Underlying Index. The Underlying Index is selected and calculated without regard to the Adviser, Distributor or owners of the Fund. Red Rocks has no obligation to take the specific needs
of the Adviser, Distributor or owners of the Fund into consideration in the determination and calculation of the Underlying Index. Red Rocks is not responsible for and has not participated in the determination of pricing or the timing of the
issuance or sale of the Shares of the Fund or in the determination or calculation of the asset value of the Fund. Red Rocks has no obligation or liability in connection with the administration, marketing or trading of the Fund.
RED ROCKS SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS RELATED TO THE FUND OR THE UNDERLYING INDEX. RED ROCKS MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, DISTRIBUTOR OR OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. RED ROCKS MAKES NO WARRANTY, EXPRESS
OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE FUND OR TO THE UNDERLYING INDEX OR TO ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL RED ROCKS HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE FUND OR THE UNDERLYING INDEX, EVEN IF RED ROCKS IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The PowerShares FTSE RAFI US 1500 Small-Mid Portfolio is not sponsored, endorsed, sold or promoted by The NASDAQ Stock Market,
Inc. or its affiliates (collectively, the Corporations). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the PowerShares FTSE RAFI US 1500
Small-Mid Portfolio. The Corporations make no representation or warranty, express or implied to the owners of the PowerShares FTSE RAFI US 1500 Small-Mid Portfolio or any member of the public regarding the advisability of investing in securities
generally or in the Fund particularly. The Corporations only relationship to the PowerShares Exchange-Traded Fund Trust is as a calculation agent for
61
the Intra-Day Portfolio Values (IPVs) for the PowerShares FTSE RAFI US 1500 Small-Mid Portfolios Shares. The Corporations have no liability in connection with the
administration, marketing or trading of the PowerShares FTSE RAFI US 1500 Small-Mid Portfolio.
THE CORPORATIONS DO NOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF THE DATA ON WHICH THE IPV CALCULATIONS ARE BASED OR THE ACTUAL COMPUTATION OF THE VALUE OF THE IPV, NOR SHALL THE CORPORATIONS BE RESPONSIBLE FOR ANY DELAYS IN THE COMPUTATION OR DISSEMINATION OF THE IPV
VALUES. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE POWERSHARES EXCHANGE-TRADED FUND TRUST, OWNERS OF THE POWERSHARES FTSE RAFI US 1500
SMALL-MID
PORTFOLIO, OR
ANY OTHER PERSON OR ENTITY FROM THE USE OF THE IPVS OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE IPVS OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF
NOTIFIED OF THE POSSIBILITY OF DAMAGES.
The RAFI
®
Fundamental Large Growth Index,
RAFI
®
Fundamental Large Value Index, RAFI
®
Fundamental Large Core Index,
RAFI
®
Fundamental Mid Growth Index, RAFI
®
Fundamental Mid Core Index,
RAFI
®
Fundamental Mid Value Index, RAFI
®
Fundamental Small Growth Index,
RAFI
®
Fundamental Small Core Index and the RAFI
®
Fundamental Small Value Index are trademarks of RAFI Affiliates and have been licensed for use for certain purposes by the Adviser.
Investors should be aware of the risks associated with data sources and quantitative processes used in RAs investment management
process. Errors may exist in data acquired from third party vendors, the construction of model portfolios, and in coding related to the index and portfolio construction process. While Research Affiliates takes steps to identify data and process
errors so as to minimize the potential impact of such errors on index and portfolio performance, RA cannot guarantee that such errors will not occur.
The trade names Fundamental Index
®
, RAFI
®
(Research Affiliates Fundamental Index
®
), the RAFI logo, and the Research
Affiliates
®
corporate name and logo are registered trademarks and are the exclusive intellectual property of
Research Affiliates, LLC. Any use of these trade names and logos without the prior written permission of Research Affiliates, LLC is expressly prohibited. Research Affiliates, LLC reserves the right to take any and all necessary action to preserve
all of its rights, title and interest in and to these marks. Fundamental Index
®
concept, the non-capitalization
method for creating and weighting of an index of securities which is patented and patent-pending proprietary intellectual property of Research Affiliates, LLC. (US Patent Nos. 7,620,577; 7,747,502; 7,792,719; 7,778,905; and 8,005,740. Patent Pending
Publ. Nos. US-2007-0055598-A1, US-2008-0288416-A1, US-2010-0191628, US-2010-0262563, WO 2005/076812, WO 2007/078399 A2, WO 2008/118372, EPN 1733352, and HK1099110).
PowerShares NASDAQ Internet Portfolio is not sponsored, endorsed, sold or promoted by the NASDAQ OMX Group or the
Corporations. The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, PowerShares NASDAQ Internet Portfolio. The Corporations make no representation or warranty,
express or implied to the owners of PowerShares NASDAQ Internet Portfolio or any member of the public regarding the advisability of investing in securities generally or in PowerShares NASDAQ Internet Portfolio particularly, or the ability of the
NASDAQ Internet Index
SM
to track general stock market
performance.
The Corporations only relationship to the Adviser is in the licensing of the NASDAQ
®
and NASDAQ Internet Index
®
trade/service marks, and certain trade names of the Corporations and the use of the NASDAQ Internet Index
®
which is determined, composed and calculated by NASDAQ OMX without regard to the Adviser or PowerShares NASDAQ Internet Portfolio. NASDAQ OMX has no obligation to take the needs of the Licensee or the
owners of PowerShares NASDAQ Internet Portfolio into consideration in determining,
62
composing or calculating the NASDAQ Internet Index
®
. The Corporations are not responsible for and have not participated in
the determination of the timing of, prices at, or quantities of PowerShares NASDAQ Internet Portfolio to be issued or in the determination or calculation of the equation by which PowerShares NASDAQ Internet Portfolio is to be converted into cash.
The Corporations have no liability in connection with the administration, marketing or trading of PowerShares NASDAQ Internet Portfolio.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE NASDAQ INTERNET INDEX
®
OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, OWNERS OF POWERSHARES NASDAQ INTERNET PORTFOLIO, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE NASDAQ INTERNET INDEX
®
OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ INTERNET
INDEX
®
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY
LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The PowerShares NASDAQ Internet Portfolio is not sponsored, endorsed, sold or promoted by The NASDAQ Stock Market, Inc. or its affiliates (collectively, the Corporations). The Corporations
have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to the PowerShares NASDAQ Internet Portfolio. The Corporations make no representation or warranty, express or implied to the
owners of the PowerShares NASDAQ Internet Portfolio or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly. The Corporations only relationship to the PowerShares Exchange-Traded
Fund Trust is as a calculation agent for the Intra-Day Portfolio Values (IPVs) for the Shares of PowerShares NASDAQ Internet Portfolio. The Corporations have no liability in connection with the administration, marketing or trading of the
PowerShares NASDAQ Internet Portfolio.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE DATA ON WHICH
THE IPV CALCULATIONS ARE BASED OR THE ACTUAL COMPUTATION OF THE VALUE OF THE IPV, NOR SHALL THE CORPORATIONS BE RESPONSIBLE FOR ANY DELAYS IN THE COMPUTATION OR DISSEMINATION OF THE IPV VALUES. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE POWERSHARES EXCHANGE-TRADED FUND TRUST, OWNERS OF THE POWERSHARES NASDAQ INTERNET PORTFOLIO OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE IPVS OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE IPVS OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS
HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF DAMAGES.
The S&P 500 High Quality Rankings Index (the Index) is a product of S&P Dow Jones
Indices LLC (SPDJI), and has been licensed for use by the Adviser. Standard & Poors
®
and S&P
®
are registered trademarks of Standard & Poors Financial Services LLC
(S&P); Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow
Jones). PowerShares S&P 500 BuyWrite Portfolio and PowerShares S&P 500 High Quality Portfolio are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, S&P
Dow Jones Indices). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the PowerShares S&P 500 BuyWrite Portfolio and PowerShares S&P 500 High Quality Portfolio or any member of the
public regarding the advisability of investing in securities generally or in PowerShares S&P 500 BuyWrite Portfolio and PowerShares
63
S&P 500 High Quality Portfolio particularly or the ability of the S&P 500 High Quality Rankings Index to track general market performance. S&P Dow Jones Indices only
relationship to the Adviser with respect to the S&P 500 High Quality Rankings Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500
High Quality Rankings Index is determined, composed and calculated by S&P Dow Jones Indices without regard to the Adviser or the PowerShares S&P 500 BuyWrite Portfolio and PowerShares S&P 500 High Quality Portfolio
.
S&P Dow
Jones Indices have no obligation to take the needs of the Adviser or the owners of PowerShares S&P 500 BuyWrite Portfolio and PowerShares S&P 500 High Quality Portfolio into consideration in determining, composing or calculating the S&P
500 High Quality Rankings Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of PowerShares S&P 500 BuyWrite Portfolio and PowerShares S&P 500 High Quality
Portfolio or the timing of the issuance or sale of PowerShares S&P 500 BuyWrite Portfolio and PowerShares S&P 500 High Quality Portfolio or in the determination or calculation of the equation by which PowerShares S&P 500 BuyWrite
Portfolio and PowerShares S&P 500 High Quality Portfolio is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or
trading of PowerShares S&P 500 BuyWrite Portfolio and PowerShares S&P 500 High Quality Portfolio
.
There is no assurance that investment products based on the S&P 500 High Quality Rankings Index will accurately track index
performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such
security, nor is it considered to be investment advice.
The Chicago Board Options Exchange, Incorporated
(CBOE) performs the calculations of the CBOE S&P 500 BuyWrite Index
SM
(the Underlying Index). CBOE has entered into an agreement with Standard & Poors (S&P), a division of The McGraw-Hill Companies, Inc. In the agreement, CBOE has
been granted the right to use the S&P 500
Index (the Reference Index) in calculations of the
Funds Underlying Index, and in each agreement CBOE has granted the right to the S&P to grant licenses to third parties to use the Underlying Index. S&P has granted a license to the Adviser to use the Underlying Index. The PowerShares
CBOE S&P 500 BuyWrite Portfolio is entitled to use its Underlying Index pursuant to a sublicensing arrangement with the Adviser.
S&P, S&P 500 and S&P
500
®
Index, are registered trademarks of Standard & Poors Ratings Group, a division of The McGraw-Hill
Companies, Inc. (S&P) and BuyWrite and CBOE are trademarks of CBOE. These marks have been licensed by the Adviser. PowerShares S&P 500 BuyWrite Portfolio is not sponsored, endorsed, sold or promoted by S&P
or CBOE, and S&P and CBOE make no representation regarding the advisability of investing in PowerShares S&P 500 BuyWrite Portfolio.
CBOE
®
is a registered trademark of CBOE and
BuyWrite is a trademark of CBOE. CBOE S&P 500 BuyWrite Index
is a trademark of CBOE (except
that S&P retains the rights in its trademarks embedded in such trademarks). PowerShares S&P 500 BuyWrite Portfolio is not sponsored, endorsed, sold or promoted by the CBOE and CBOE does not make any representation regarding the advisability
of investing in Shares of PowerShares S&P 500 BuyWrite Portfolio. The CBOE makes no representation or warranty, express or implied, to the owners of Fund Shares or any member of the public regarding the advisability of investing in securities
generally or in Shares particularly.
The CBOE S&P 500 BuyWrite Index is selected and calculated without regard to the
Distributor, the Adviser, the Trust or any holders of Shares. The CBOE has no obligation to take the needs of the Distributor, the Adviser, the Trust or the owners of Shares into consideration in determining, composing or calculating the CBOE
S&P 500 BuyWrite Index. The CBOE has not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures, relating to the Shares. The CBOE is not responsible for and has not participated in the determination
of the prices and amount of Shares or the timing of the issuance or sale of Shares or in the determination of any financial calculations relating thereto. The CBOE has no obligation or liability in connection with the administration of the Trust, or
marketing of the Shares. The CBOE does not guarantee the accuracy and/or the completeness of the CBOE S&P 500 BuyWrite Index or any data included therein, and the CBOE shall have no liability for any errors, omissions, or interruptions therein.
The CBOE makes no warranty,
64
express or implied, as to results to be obtained by the Distributor, the Adviser, the Trust or owners of Shares, or any other person or entity, from the use of the Underlying Indices or any data
included therein. The CBOE makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the CBOE S&P 500 BuyWrite Index or any data included therein,
the Fund, the Trust or the Shares. Without limiting any of the foregoing, in no event shall the CBOE have any liability for any special, punitive, indirect, or consequential damages (including lost profits) resulting from the use of the CBOE S&P
500 BuyWrite Index or any data included therein, the Fund, the Trust or the Shares, even if notified of the possibility of such damages. The Adviser does not guarantee the accuracy and/or the completeness of the CBOE S&P 500 BuyWrite Index or
any data included therein, and the Adviser shall have no liability for any errors, omissions, or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Funds, owners of the Shares of the Funds
or any other person or entity from the use of the CBOE S&P 500 BuyWrite Index or any data included therein. The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular
purpose or use with respect to the CBOE S&P 500 BuyWrite Index or any data included therein. Without limiting any of the foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect or consequential
damages (including lost profits) arising out of matters relating to the use of the CBOE S&P 500 BuyWrite Index even if notified of the possibility of such damages.
POWERSHARES S&P 500 BUYWRITE PORTFOLIO IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY S&P OR THE CBOE.
S&P AND CBOE MAKE NO REPRESENTATION, CONDITION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF POWERSHARES S&P 500 BUYWRITE PORTFOLIO OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN SECURITIES GENERALLY OR IN
POWERSHARES S&P 500 BUYWRITE PORTFOLIO. THE UNDERLYING INDEX IS A BENCHMARK INDEX DESIGNED TO TRACK THE PERFORMANCE OF A HYPOTHETICAL BUY-WRITE STRATEGY ON THE S&P 500
®
INDEX. S&PS AND CBOES ONLY RELATIONSHIP TO THE ADVISER IS THE LICENSING OF CERTAIN TRADEMARKS AND TRADE NAMES OF S&P, CBOE AND THE UNDERLYING
INDEX WHICH IS DETERMINED, COMPOSED AND CALCULATED BY CBOE WITHOUT REGARD TO THE ADVISER OR POWERSHARES S&P 500 BUYWRITE PORTFOLIO. CBOE HAS NO OBLIGATION TO TAKE THE NEEDS OF THE ADVISER OR THE OWNERS OF POWERSHARES S&P 500 BUYWRITE
PORTFOLIO INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE UNDERLYING INDEX. S&P AND CBOE ARE NOT RESPONSIBLE FOR, AND HAVE NOT PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF POWERSHARES S&P
500 BUYWRITE PORTFOLIO TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH POWERSHARES S&P 500 BUYWRITE PORTFOLIO IS TO BE CONVERTED INTO CASH. S&P AND CBOE HAVE NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE
ADMINISTRATION, MARKETING OR TRADING OF POWERSHARES S&P 500 BUYWRITE PORTFOLIO.
CBOE SHALL OBTAIN INFORMATION FOR
INCLUSION IN OR FOR USE IN THE CALCULATION OF THE UNDERLYING INDEX FROM SOURCES THAT CBOE CONSIDERS RELIABLE, BUT S&P AND CBOE ACCEPT NO RESPONSIBILITY FOR, AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. S&P
AND CBOE DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. S&P AND CBOE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY ANY PERSON OR ENTITY FROM THE USE OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. S&P AND CBOE MAKE NO EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES IMPLIED BY STATUE, GENERAL LAW OR CUSTOM, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL CBOE OR S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT,
OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
65
As the Index Provider, Standard & Poors only
relationship is to the CBOE S&P 500 BuyWrite Index and S&P 500
®
High Quality Rankings Index (together,
the S&P Indexes), which are determined, composed and calculated by Standard & Poors without regard to the Fund. Standard & Poors has no obligation to take the needs of the owners of Shares into
consideration in determining, composing or calculating the CBOE S&P 500 BuyWrite Index and S&P 500
®
High
Quality Rankings Index. Standard & Poors is not responsible for and has not participated in any determination or calculation made with respect to issuance or redemption of Shares.
S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED
THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS,
OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY THE ADVISER,
OWNERS OF THE POWERSHARES S&P 500 BUYWRITE PORTFOLIO AND POWERSHARES S&P 500 HIGH QUALITY PORTFOLIO, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING,
IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND THE ADVISER, OTHER THAN THE
LICENSORS OF S&P DOW JONES INDICES.
The Adviser does not guarantee the accuracy and/or the completeness of the Underlying
Intellidexes or Underlying Indexes or any data included therein, and the Adviser shall have no liability for any errors, omissions, restatements, re-calculations, or interruptions therein. The Adviser makes no warranty, express or implied, as to
results to be obtained by the Funds, owners of the Shares of the Funds or any other person or entity from the use of the Underlying Intellidexes or Underlying Indexes or any data included therein. The Adviser makes no express or implied warranties
and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Intellidexes or Underlying Indexes or any data included therein. Without limiting any of the foregoing, in no event
shall the Adviser have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of the Underlying Intellidexes or Underlying Indexes, even if notified of
the possibility of such damages.
BROKERAGE TRANSACTIONS
The policy of the Adviser regarding purchases and sales of securities is to give primary consideration to obtaining the most favorable
prices and efficient executions of transactions under the circumstances. Consistent with this policy, when securities transactions are effected on a stock exchange, the Advisers policy is to pay commissions that are considered fair and
reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies upon its experience and
knowledge regarding commissions various brokers generally charge. The sale of Shares by a broker-dealer is not a factor in the selection of broker-dealers.
In seeking to implement its policies, the Adviser effects transactions with those brokers and dealers that the Adviser believes provide the most favorable prices and are capable of providing efficient
executions. The Adviser and its affiliates currently do not participate in soft dollar transactions.
The Adviser assumes
general supervision over placing orders on behalf of the Funds for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities by the Funds and one or more other investment companies or clients supervised by the
Adviser are considered at or about the same time, the Adviser allocates
66
transactions in such securities among the Fund, the several investment companies and clients in a manner deemed equitable to all. In some cases, this procedure could have a detrimental effect on
the price or volume of the security as far as the Funds are concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Funds. The
primary consideration is prompt execution of orders at the most favorable net price under the circumstances.
The aggregate
brokerage commissions paid by each Fund during the Funds fiscal years ended April 30, 2011, 2012 and 2013 are set forth in the chart below.
|
|
|
|
|
|
|
|
|
Brokerage Commissions
Paid for the Fiscal Year Ended
|
Fund
|
|
April 30, 2011
|
|
April 30, 2012
|
|
April 30, 2013
|
PowerShares Aerospace & Defense Portfolio
|
|
$6,477
|
|
$8,555
|
|
$3,462
|
PowerShares Buyback Achievers
Portfolio
|
|
$4,873
|
|
$11,809
|
|
$115,638
|
PowerShares Cleantech
Portfolio
|
|
$38,273
|
|
$28,742
|
|
$16,075
|
PowerShares Dividend Achievers
Portfolio
|
|
$11,090
|
|
$17,510
|
|
$15,534
|
PowerShares DWA Momentum Portfolio
|
|
$62,887
|
|
$272,661
|
|
$212,984
|
PowerShares Dynamic Biotechnology & Genome Portfolio
|
|
$302,027
|
|
$177,671
|
|
$125,704
|
PowerShares Dynamic Building & Construction Portfolio
|
|
$30,586
|
|
$25,781
|
|
$46,424
|
PowerShares Dynamic Energy Exploration & Production Portfolio
|
|
$32,352
|
|
$66,069
|
|
$44,925
|
PowerShares Dynamic Food & Beverage Portfolio
|
|
$52,273
|
|
$209,474
|
|
$117,980
|
PowerShares Dynamic Large Cap Growth Portfolio
|
|
$43,865
|
|
$39,767
|
|
$30,942
|
PowerShares Dynamic Large Cap Value Portfolio
|
|
$62,711
|
|
$87,910
|
|
$124,118
|
PowerShares Dynamic Leisure and Entertainment Portfolio
|
|
$36,867
|
|
$31,588
|
|
$56,094
|
PowerShares Dynamic Market Portfolio
|
|
$137,594
|
|
$121,318
|
|
$134,479
|
PowerShares Dynamic Media Portfolio
|
|
$92,916
|
|
$157,996
|
|
$84,859
|
PowerShares Dynamic Networking Portfolio
|
|
$74,399
|
|
$121,856
|
|
$62,756
|
PowerShares Dynamic Oil & Gas Services Portfolio
|
|
$115,212
|
|
$139,042
|
|
$79,462
|
PowerShares Dynamic Pharmaceuticals Portfolio
|
|
$11,598
|
|
$41,759
|
|
$66,882
|
PowerShares Dynamic Retail Portfolio
|
|
$10,531
|
|
$29,221
|
|
$49,035
|
PowerShares Dynamic Semiconductors Portfolio
|
|
$28,432
|
|
$19,525
|
|
$23,914
|
PowerShares Dynamic Software Portfolio
|
|
$33,214
|
|
$40,862
|
|
$36,055
|
PowerShares Financial Preferred Portfolio
|
|
$3,348
|
|
$2,485
|
|
$0
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
$54,029
|
|
$41,584
|
|
$144,622
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
$169,266
|
|
$79,500
|
|
$250,005
|
PowerShares Fundamental Pure Large Core Portfolio
|
|
$6,411
|
|
$6,775
|
|
$5,635
|
PowerShares Fundamental Pure Large Growth Portfolio*
|
|
N/A
|
|
$ 68
|
|
$10,050
|
PowerShares Fundamental Pure Large Value Portfolio*
|
|
N/A
|
|
$ 137
|
|
$553
|
PowerShares Fundamental Pure Mid Core Portfolio
|
|
$5,975
|
|
$10,083
|
|
$4,876
|
PowerShares Fundamental Pure Mid Growth Portfolio
|
|
$41,761
|
|
$47,463
|
|
$12,270
|
PowerShares Fundamental Pure Mid Value Portfolio
|
|
$13,827
|
|
$21,052
|
|
$8,325
|
PowerShares Fundamental Pure Small Core Portfolio
|
|
$10,750
|
|
$13,585
|
|
$7,557
|
PowerShares Fundamental Pure Small Growth Portfolio
|
|
$22,060
|
|
$91,282
|
|
$11,148
|
PowerShares Fundamental Pure Small Value Portfolio
|
|
$59,050
|
|
$74,113
|
|
$24,040
|
PowerShares Global Listed Private Equity Portfolio
|
|
$468,171
|
|
$400,542
|
|
$188,508
|
PowerShares Golden Dragon China Portfolio
|
|
$118,919
|
|
$112,236
|
|
$218,634
|
PowerShares High Yield Equity Dividend Achievers
Portfolio
|
|
$52,493
|
|
$77,587
|
|
$63,262
|
PowerShares International Dividend Achievers
Portfolio
|
|
$134,656
|
|
$166,266
|
|
$230,231
|
PowerShares NASDAQ Internet Portfolio
|
|
$4,484
|
|
$9,940
|
|
$8,064
|
PowerShares S&P 500 Buy Write Portfolio
|
|
$77,040
|
|
$34,616
|
|
$63,354
|
67
|
|
|
|
|
|
|
|
|
Brokerage Commissions
Paid for the Fiscal Year Ended
|
Fund
|
|
April 30, 2011
|
|
April 30, 2012
|
|
April 30, 2013
|
PowerShares S&P 500
®
High Quality Portfolio
|
|
$35,654
|
|
$7,460
|
|
$10,708
|
PowerShares Water Resources Portfolio
|
|
$157,449
|
|
$474,546
|
|
$191,558
|
PowerShares WilderHill Clean Energy Portfolio
|
|
$758,752
|
|
$642,237
|
|
$330,431
|
PowerShares WilderHill Progressive Energy Portfolio
|
|
$17,353
|
|
$41,549
|
|
$36,026
|
PowerShares Zacks Micro Cap Portfolio
|
|
$128,219
|
|
$78,126
|
|
$65,227
|
*
|
The Fund commenced operations June 16, 2011.
|
ADDITIONAL INFORMATION CONCERNING THE TRUST
The
Trust is an open-end management investment company registered under the 1940 Act. The Trust was organized as a Massachusetts business trust on June 9, 2000 pursuant to a Declaration.
The Trust is authorized to issue an unlimited number of Shares in one or more series or Funds. The Trust currently offers
Shares of 55 Funds. The Board has the right to establish additional series in the future, to determine the preferences, voting powers, rights and privileges thereof and to modify such preferences, voting powers, rights and privileges without
shareholder approval.
Each Share issued by a Fund has a pro rata interest in the assets of the Fund. Fund Shares have no
preemptive, exchange, subscription or conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared by the Board with respect to the Fund, and in the net distributable assets of
the Fund on liquidation.
Each Share has one vote with respect to matters upon which a shareholder vote is required consistent
with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all the Funds of the Trust vote together as a single class except as otherwise required by the 1940 Act, or if the matter being voted on affects only a particular
Fund, and, if a matter affects a particular Fund differently from other Funds, the Shares of that Fund will vote separately on such matter.
The Declaration provides that by becoming a shareholder of a Fund, each shareholder shall be held expressly to have agreed to be bound by the provisions of the Declaration. The Declaration may, except in
limited circumstances, be amended or supplemented by the Trustees without shareholder vote. The holders of Fund Shares are required to disclose information on direct or indirect ownership of Fund Shares as may be required to comply with various laws
applicable to the Fund, and ownership of Fund Shares may be disclosed by the Fund if so required by law or regulation. The Trusts Declaration also provides that shareholders may not bring suit on behalf of a Fund without first requesting that
the Trustees bring such suit unless there would be irreparable injury to the Fund, or if a majority of the Trustees have a personal financial interest in the action. Trustees are not considered to have a personal financial interest by virtue of
being compensated for their services as Trustees.
The Trust is not required, and does not intend, to hold annual meetings of
shareholders. Shareholders owning more than 10% of the outstanding Shares of the Trust have the right to call a special meeting to remove one or more Trustees or for any other purpose.
Under Massachusetts law applicable to Massachusetts business trusts, shareholders of such a trust may, under certain circumstances, be
held personally liable as partners for its obligations. However, the Declaration contains an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of this disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Trust or the Trustees. The Trusts Declaration further provides for indemnification out of the assets and property of the Trust for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust or Fund itself was
unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.
68
The Trust does not have information concerning the beneficial ownership of Shares held by
DTC Participants (as defined below).
Shareholders may make inquiries by writing to the Trust, c/o the Distributor, Invesco
Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
Book Entry Only
System.
The following information supplements and should be read in conjunction with the section in the Prospectus entitled Book Entry.
DTC Acts as Securities Depository for Fund Shares.
Shares of the Funds are represented by securities registered in the name of DTC or its nominee and deposited with, or on behalf of,
DTC.
DTC, a limited-purpose trust company, was created to hold securities of its participants (the DTC
Participants) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for
physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More
specifically, a number of DTC Participants and the New York Stock Exchange, Inc. (NYSE) and FINRA own DTC. Access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a DTC Participant, either directly or indirectly (the Indirect Participants).
Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC
Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as Beneficial Owners) is shown on, and the transfer of ownership is effected only through,
records DTC maintains (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC
Participant a written confirmation relating to their purchase and sale of Shares.
Conveyance of all notices, statements and
other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the
Shares of the Funds held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC
Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such DTC Participant may transmit such notice, statement or communication,
directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and
regulatory requirements.
Fund distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder
of all Fund Shares. DTC or its nominee, upon receipt of any such distributions, shall immediately credit DTC Participants accounts with payments in amounts proportionate to their respective beneficial interests in Shares of the Fund as shown
on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in a street name, and will be the responsibility of such DTC Participants.
The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such Shares, or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect
Participants and Beneficial Owners owning through such DTC Participants.
69
DTC may decide to discontinue providing its service with respect to Shares at any time by
giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its functions at a comparable cost.
Proxy Voting.
The Board has delegated responsibility for decisions regarding proxy voting for securities
each Fund holds to the Adviser. The Adviser will vote such proxies in accordance with its proxy policies and procedures, which are summarized in Appendix A to this SAI. The Board will review periodically each Funds proxy voting record.
The Trust is required to disclose annually the Funds complete proxy voting record on Form N-PX covering the period
July 1 through June 30 and file it with the SEC no later than August 31. Form N-PX for the Funds also is available at no charge, upon request, by calling 800.983.0903 or by writing to PowerShares Exchange-Traded Fund Trust at 3500
Lacey Road, Suite 700, Downers Grove, Illinois 60515 or on the SECs website at www.sec.gov.
Codes of
Ethics.
Pursuant to Rule 17j-1 under the 1940 Act, the Board has adopted a Code of Ethics for the Trust and approved Codes of Ethics adopted by the Adviser and the Distributor (collectively, the Codes). The Codes are
intended to ensure that the interests of shareholders and other clients are placed ahead of any personal interest that no undue personal benefit is obtained from the persons employment activities and that actual and potential conflicts of
interest are avoided.
The Codes apply to the personal investing activities of Trustees and officers of the Trust, the Adviser
and the Distributor (Access Persons). Rule 17j-1 and the Codes are designed to prevent unlawful practices in connection with the purchase or sale of securities by Access Persons. Under the Codes, Access Persons may engage in personal
securities transactions, but must report their personal securities transactions for monitoring purposes. The Codes permit personnel subject to the Codes to invest in securities subject to certain limitations, including securities that a Fund may
purchase or sell. In addition, certain Access Persons must obtain approval before investing in initial public offerings or private placements. The Codes are on file with the SEC and are available to the public.
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS
Creation.
The Trust issues Shares of each Fund only in Creation Unit Aggregations on a continuous basis through the
Distributor, without a sales load, at their NAVs next determined after receipt, on any Business Day (as defined below), of an order in proper form.
A Business Day is any day on which the NYSE is open for business. As of the date of this SAI, the NYSE observes the following holidays: New Years Day, Martin Luther King, Jr. Day,
Washingtons Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Deposit of Securities and Deposit or Delivery of Cash.
The consideration for purchase of Creation Unit Aggregations of a
Fund principally consists of the Deposit Securities per each Creation Unit Aggregation constituting a substantial replication of the securities included in the Underlying Index or Underlying Intellidex (Fund Securities) and the Cash
Component computed as described below, plus a fixed transaction fee, as discussed below. Together, the Deposit Securities and the Cash Component constitute the Fund Deposit, which represents the minimum initial and subsequent investment
amount for a Creation Unit Aggregation of a Fund.
The Cash Component also is sometimes called the Balancing Amount. The Cash
Component serves the function of compensating for any differences between the NAV per Creation Unit Aggregation and the Deposit Amount (as defined below). The Cash Component is an amount equal to the difference between the NAV of the Shares (per
Creation Unit Aggregation) and the Deposit Amountan amount equal to the market value of the Deposit Securities. If the Cash Component is a positive number (i.e., the NAV per Creation Unit Aggregation exceeds the Deposit Amount),
the creator will deliver the Cash Component. If the Cash Component is a negative number (i.e., the NAV per Creation Unit Aggregation is less than the Deposit Amount), the creator will receive the Cash Component.
70
The Custodian, through the NSCC, makes available on each Business Day, prior to the opening
of business on the Exchange on which such Fund is listed (currently 9:30 a.m., Eastern time), the list of the names and the required number of shares of each Deposit Security to be included in the current Fund Deposit (based on information at the
end of the previous Business Day) for each Fund.
Such Fund Deposit is applicable, subject to any adjustments as described
below, to effect creations of Creation Unit Aggregations of the Fund until such time as the next-announced composition of the Deposit Securities is made available.
The identity and number of shares of the Deposit Securities required for a Fund Deposit for a Fund changes as rebalancing adjustments and corporate action events are reflected within the Fund from time to
time by the Adviser with a view to the investment objective of the Fund. The composition of the Deposit Securities also may change in response to adjustments to the weighting or composition of the securities of the Underlying Index or Underlying
Intellidex. In addition, the Trust reserves the right to permit or require the substitution of an amount of cashi.e., a cash in lieu amountto be added to the Cash Component to replace any Deposit Security that may not be
available in sufficient quantity for delivery or that may not be eligible for transfer through the systems of DTC or the Clearing Process (discussed below), or which might not be eligible for trading by an AP (as defined below) or the investor for
which it is acting or other relevant reason. Brokerage commissions incurred in connection with the acquisition of Deposit Securities not eligible for transfer through the systems of DTC and hence not eligible for transfer through the Clearing
Process (discussed below) will be at the expense of the Fund and will affect the value of all Shares; but the Adviser may adjust the transaction fee within the parameters described above to protect ongoing shareholders. The adjustments described
above will reflect changes known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the Underlying Index, the Underlying Intellidex or resulting from certain corporate
actions.
In addition to the list of names and numbers of securities constituting the current Deposit Securities of a Fund
Deposit, the Custodian, through the NSCC, also makes available on each Business Day, the estimated Cash Component, effective through and including the previous Business Day, per outstanding Creation Unit Aggregation of the Funds.
Procedures for Creation of Creation Unit Aggregations.
To be eligible to place orders with the Distributor and to create
a Creation Unit Aggregation of a Fund, an entity must be (i) a Participating Party, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the Clearing
Process), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see the Book Entry Only System section), and, in each case, must have executed an agreement with the Distributor, with respect to creations and
redemptions of Creation Unit Aggregations (Participant Agreement) (discussed below). A Participating Party and DTC Participant are collectively referred to as an AP. Investors should contact the Distributor for the names of
the APs that have signed a Participant Agreement. All Shares, however created, will be entered on the records of DTC in the name of Cede & Co. for the account of a DTC Participant.
The Distributor must receive all orders to create Creation Unit Aggregations no later than the closing time of the regular trading session
on the NYSE, as applicable (Closing Time) (ordinarily 4:00 p.m., Eastern time) in each case on the date such order is placed in order for creation of Creation Unit Aggregations to be effected based on the NAV of Shares of a Fund as next
determined on such date after receipt of the order in proper form. In the case of custom orders, the Distributor must receive the order no later than 3:00 p.m., Eastern Time on the trade date. With respect to in-kind creations, an AP may place a
custom order where cash replaces any Deposit Security which may not be available in sufficient quantity for delivery or which may not be eligible for trading by such AP or the investor for which it is acting or other relevant reason. The date on
which an order to create Creation Unit Aggregations (or an order to redeem Creation Unit Aggregations, as discussed below) is placed is referred to as the Transmittal Date. Orders must be transmitted by an AP by telephone or other
transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement, as described below (see the Placement of Creation Orders Using Clearing Process and the Placement of Creation Orders
Outside Clearing Process sections). Severe economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Distributor or an AP.
71
All orders from investors who are not APs to create Creation Unit Aggregations shall be
placed with an AP, as applicable, in the form required by such AP. In addition, the AP may request the investor to make certain representations or enter into agreements with respect to the order, e.g., to provide for payments of cash, when required.
Investors should be aware that their particular broker may not have executed a Participant Agreement and that, therefore, orders to create Creation Unit Aggregations of a Fund have to be placed by the investors broker through an AP that has
executed a Participant Agreement. In such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement. Those placing orders for Creation
Unit Aggregations through the Clearing Process should afford sufficient time to permit proper submission of the order to the Distributor prior to the Closing Time on the Transmittal Date. Orders for Creation Unit Aggregations that are effected
outside the Clearing Process are likely to require transmittal by the DTC Participant earlier on the Transmittal Date than orders effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain the
deadlines applicable to DTC and the Federal Reserve Bank wire system by contacting the operations department of the broker or depository institution effectuating such transfer of Deposit Securities and Cash Component.
For domestic securities, orders to create Creation Units of the Funds may be placed through the Clearing Process utilizing procedures
applicable to domestic funds (Domestic Funds) (see Placement of Creation Orders Using Clearing Process) or outside the Clearing Process utilizing the procedures applicable to domestic funds. For foreign securities
orders, most will be placed outside of the clearing process utilizing the procedures applicable for foreign funds (see Placement of Creation Orders Outside Clearing ProcessDomestic Funds and Placement of Creation
Orders Outside Clearing ProcessForeign Funds).
Placement of Creation Orders Using Clearing
Process.
The Clearing Process is the process of creating or redeeming Creation Unit Aggregations through the Continuous Net Settlement System of the NSCC. Fund Deposits made through the Clearing Process must be delivered through a
Participating Party that has executed a Participant Agreement. The Participant Agreement authorizes the Distributor to transmit through the Custodian to NSCC, on behalf of the Participating Party, such trade instructions as are necessary to effect
the Participating Partys creation order. Pursuant to such trade instructions to NSCC, the Participating Party agrees to deliver the requisite Deposit Securities and the Cash Component to the Trust, together with such additional information as
may be required by the Distributor. An order to create Creation Unit Aggregations through the Clearing Process is deemed received by the Distributor on the Transmittal Date if (i) such order is received by the Distributor not later than the
Closing Time on the Transmittal Date and (ii) all other procedures set forth in the Participant Agreement are properly followed.
Placement of Creation Orders Outside Clearing ProcessDomestic Funds.
Fund Deposits made outside the Clearing Process must be delivered through a DTC Participant that has executed a
Participant Agreement pre-approved by the Adviser and the Distributor. A DTC Participant who wishes to place an order creating Creation Unit Aggregations to be effected outside the Clearing Process does not need to be a Participating Party, but such
orders must state that the DTC Participant is not using the Clearing Process and that the creation of Creation Unit Aggregations will instead be effected through a transfer of securities and cash directly through DTC. The Fund Deposit transfer must
be ordered by the DTC Participant on the Transmittal Date in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account of a Fund by 11:00 a.m., by the regular way
settlement date.
All questions as to the number of Deposit Securities to be delivered, and the validity, form and eligibility
(including time of receipt) for the deposit of any tendered securities; will be determined by the Trust, whose determination shall be final and binding. The amount of cash equal to the Cash Component must be transferred directly to the Custodian
through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian no later than 2:00 p.m., Eastern Time, by the regular way settlement date. An order to create Creation Unit Aggregations
outside the Clearing Process is deemed received by the Distributor on the Transmittal Date if (i) such order is received by the Distributor no later than the Closing Time on such Transmittal Date; and (ii) all other procedures set forth in
the Participant Agreement are properly followed. However, if the Custodian does not receive both the required Deposit Securities and the Cash Component by 11:00 a.m. and 2:00 p.m., Eastern Time, respectively, by the regular way
settlement date, such order will be
72
canceled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current Deposit
Securities and Cash Component. The delivery of Creation Unit Aggregations so created will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor.
Additional transaction fees may be imposed with respect to transactions made in connection with the creation or redemption of Creation
Units. (See Creation Transaction Fee section below.)
Placement of Creation Orders Outside Clearing
ProcessForeign Investments of the Funds.
A standard creation order must be placed by 4:00 p.m., Eastern Time, for purchases of Shares. In the case of custom orders, the order must be received by the Distributor no later than
3:00 p.m., Eastern Time. In addition, with respect to foreign investments of the Funds, a Fund may accept trade date minus one (T-1) creation orders placed after the close of the listing exchange. An AP must contact the Distributor to
obtain approval prior to submitting a T-1 creation order. The Distributor will inform the Transfer Agent, the Adviser and the Custodian upon receipt of a creation order. The Custodian will then provide such information to the appropriate
sub-custodian.
With respect to foreign investments of the Funds, the Custodian causes the sub-custodian for a Fund to maintain
an account into which the AP delivers, on behalf of itself or the party on whose behalf it is acting, the securities included in the Fund Deposit (or the cash value of all or part of such of such securities, in the case of a permitted cash
purchase), with any appropriate adjustments as advised by the Trust. Deposit Securities must be delivered to an account maintained at the applicable local sub-custodian(s). Orders to purchase Creation Unit Aggregations must be received by the
Distributor from an AP on its behalf or another investors behalf by the closing time of the regular trading session on the applicable Exchange on the relevant Business Day. However, when a relevant local market is closed due to local market
holidays, the local market settlement process will not commence until the end of the local holiday period. Settlement must occur by 11:00 a.m., Eastern Time, on the contractual settlement date.
The AP must also make available no later than 11:00 a.m., Eastern Time, on the contractual settlement date, by means approved by the
Trust, immediately available or same day funds sufficient for the Trust to pay the Cash Component next determined after acceptance of the purchase order, together with the applicable purchase transaction fee. Any excess funds will be returned
following settlement of the issue of the Creation Unit Aggregation.
In accordance with a Funds Participant Agreement,
Creation Unit Aggregations will be issued to an AP, notwithstanding the fact that the corresponding Fund Deposits have not been received in part or in whole, in reliance on the undertaking of the AP to deliver the missing Deposit Securities as soon
as possible, which undertaking shall be secured by the APs delivery and maintenance of collateral consisting of cash in the form of U.S. dollars in immediately available funds having a value (marked-to-market daily) at least equal to 105%,
which the Investment Adviser may change from time to time, of the value of the missing Deposit Securities. Such cash collateral must be delivered no later than 11:00 a.m., Eastern Time, on the contractual settlement date.
Acceptance of Orders for Creation Unit Aggregations.
The Trust reserves the absolute right to reject a creation order
transmitted to it by the Distributor in respect of a Fund if: (i) the order is not in proper form; (ii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of that Fund;
(iii) the Deposit Securities delivered are not as designated for that date by the Custodian, as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (v) acceptance of the
portfolio deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the portfolio deposit would otherwise, in the discretion of the Trust or the Adviser, have an adverse effect on the Trust, the Trusts Adviser or the
rights of beneficial owners; or (vii) in the event that circumstances outside the control of the Trust, the Custodian, the Distributor and the Adviser make it for all practical purposes impossible to process creation orders. Examples of such
circumstances include acts of God; public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts;
systems failures involving computer or other information systems affecting the Trust, the Adviser, the Distributor, DTC, NSCC, the Transfer Agent, the Custodian or sub-custodian or any other participant in the creation process, and similar
extraordinary events.
73
The Distributor shall notify a prospective creator of a Creation Unit and/or the AP acting on behalf of such prospective creator of its rejection of the order of such person. The Trust, the
Transfer Agent, the Custodian, any sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of portfolio deposits nor shall any of them incur any liability for the failure to
give any such notification.
All questions as to the number of shares of each security in the Deposit Securities and the
validity, form, eligibility, and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trusts determination shall be final and binding.
Creation Transaction Fee.
A fixed creation transaction fee may be imposed on investors purchasing Creation Units
regardless of the number of creations made each day. The standard creation transaction fee is payable on orders processed through the normal Clearing Process. An additional transaction fee of up to four times the fixed transaction fee, as determined
by the Adviser, may be imposed for (i) in-kind creations effected outside the normal Clearing Process and (ii) cash creations (to offset the Trusts brokerage and other transaction costs associated with using cash to purchase the
requisite Deposit Securities). Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust.
The standard Creation Transaction Fee and the maximum Creation Transaction Fee for each Fund are set forth in the chart below.
|
|
|
|
|
|
|
|
|
Fund
|
|
Standard
Creation
Transaction Fee
|
|
|
Maximum
Creation
Transaction Fee
|
|
PowerShares Aerospace & Defense Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Buyback Achievers
Portfolio
|
|
|
$1,000
|
|
|
|
$4,000
|
|
PowerShares Cleantech
Portfolio
|
|
|
$1,000
|
|
|
|
$4,000
|
|
PowerShares Dividend Achievers
Portfolio
|
|
|
$1,600
|
|
|
|
$6,400
|
|
PowerShares DWA Momentum Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Biotechnology & Genome Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Building & Construction Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Energy Exploration & Production Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Food & Beverage Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Large Cap Growth Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Large Cap Value Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Leisure and Entertainment Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Market Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Media Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Networking Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Oil & Gas Services Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Pharmaceuticals Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Retail Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Semiconductors Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Dynamic Software Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Financial Preferred Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares FTSE RAFI US 1000 Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares FTSE RAFI US 1500 Small-Mid Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Fundamental Pure Large Core Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Fundamental Pure Large Growth Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Fundamental Pure Large Value Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Fundamental Pure Mid Core Portfolio
|
|
|
$1,000
|
|
|
|
$4,000
|
|
PowerShares Fundamental Pure Mid Growth Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
74
|
|
|
|
|
|
|
|
|
Fund
|
|
Standard
Creation
Transaction Fee
|
|
|
Maximum
Creation
Transaction Fee
|
|
PowerShares Fundamental Pure Mid Value Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Fundamental Pure Small Core Portfolio
|
|
|
$1,000
|
|
|
|
$4,000
|
|
PowerShares Fundamental Pure Small Growth Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Fundamental Pure Small Value Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Global Listed Private Equity Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Golden Dragon China Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares High Yield Equity Dividend Achievers
Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares International Dividend Achievers
Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares NASDAQ Internet Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares S&P 500 BuyWrite Portfolio
|
|
|
$2,500
|
|
|
|
$10,000
|
|
PowerShares S&P 500
®
High Quality Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Water Resources Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares WilderHill Clean Energy Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares WilderHill Progressive Energy Portfolio
|
|
|
$500
|
|
|
|
$2,000
|
|
PowerShares Zacks Micro Cap Portfolio
|
|
|
$2,000
|
|
|
|
$8,000
|
|
Redemption of Shares in Creation Unit Aggregations.
Shares may be redeemed only in
Creation Unit Aggregations at their NAV next determined after receipt of a redemption request in proper form by a Fund through the Custodian and only on a Business Day. A Fund will not redeem Shares in amounts less than Creation Unit Aggregations.
Beneficial owners must accumulate enough Shares in the secondary market to constitute a Creation Unit Aggregation in order to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the
public trading market at any time to permit assembly of a Creation Unit Aggregation. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit
Aggregation.
With respect to each Fund, the Custodian, through the NSCC, makes available prior to the opening of business on
the relevant Exchange (currently 9:30 a.m., Eastern time) on each Business Day, the identity of the Fund Securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as described
below) on that day. Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Unit Aggregations.
Unless cash redemptions are permitted or required for a Fund, the redemption proceeds for a Creation Unit Aggregation principally consist of Fund Securitiesas announced on the Business Day of the
request for redemption received in proper formplus or minus cash in an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund
Securities (the Cash Redemption Amount), less a redemption transaction fee as listed below. In the event that the Fund Securities have a value greater than the NAV of the Shares, a compensating cash payment equal to the difference is
required to be made by or through an AP by the redeeming shareholder.
The right of redemption may be suspended or the date of
payment postponed (i) for any period during which the NYSE is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the NYSE is suspended or restricted; (iii) for any period during
which an emergency exists as a result of which disposal of the Shares of a Fund or determination of a Funds NAV is not reasonably practicable; or (iv) in such other circumstances as is permitted by the SEC.
Redemption Transaction Fee.
A redemption transaction fee is imposed to offset transfer and other transaction costs that
may be incurred by a Fund. An additional charge of up to four times the fixed transaction fee for cash redemptions (when cash redemptions are available or specified) for a Fund may be imposed. Investors will also bear the costs of transferring the
Fund Securities from the Trust to their account or on their order. Investors who use the services of a broker or other such intermediary in addition to an AP to effect a
75
redemption of a Creation Unit Aggregation may be charged an additional fee of up to four times the fixed transaction fee for such services. The redemption transaction fees for each Fund are the
same as the creation transaction fees set forth above.
Placement of Redemption Orders Using Clearing
Process.
Orders to redeem Creation Unit Aggregations must be delivered through an AP that has executed a Participant Agreement. Investors other than APs are responsible for making arrangements for an order to redeem to be made through
an AP. An order to redeem Creation Unit Aggregations is deemed received by the Trust on the Transmittal Date if: (i) such order is received by the Custodian not later than the Closing Time on the Transmittal Date; and (ii) all other
procedures set forth in the Participant Agreement are properly followed.
An order to redeem Creation Unit Aggregations using
the Clearing Process made in proper form but received by the Trust after 4:00 p.m., Eastern Time, will be deemed received on the next Business Day immediately following the Transmittal Date and will be effected at the NAV next determined on such
next Business Day. The requisite Fund Securities and the Cash Redemption Amount will be transferred by the third NSCC Business Day following the date on which such request for redemption is deemed received.
Placement of Redemption Orders Outside Clearing ProcessDomestic Funds.
Orders to redeem Creation Unit Aggregations
outside the Clearing Process must be delivered through a DTC Participant that has executed the Participant Agreement. A DTC Participant who wishes to place an order for redemption of Creation Unit Aggregations to be effected outside the Clearing
Process does not need to be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that redemption of Creation Unit Aggregations will instead be effected through transfer of Shares directly
through DTC. An order to redeem Creation Unit Aggregations outside the Clearing Process is deemed received by the Trust on the Transmittal Date if (i) such order is received by the Transfer Agent not later than 4:00 p.m., Eastern time on such
Transmittal Date; (ii) such order is accompanied or followed by the requisite number of Shares of a Fund, which delivery must be made through DTC and the Cash Redemption Amount, if any owed to a Fund, to the Custodian no later than 11:00 a.m.,
Eastern time on the contractual settlement date; and (iii) all other procedures set forth in the Participant Agreement are properly followed. After the Trust has deemed an order for redemption outside the Clearing Process received, the Trust
will initiate procedures to transfer the requisite Fund Securities that are expected to be delivered within three Business Days and the Cash Redemption Amount, if any owed to the redeeming Beneficial Owner to the AP on behalf of the redeeming
Beneficial Owner by the third Business Day following the Transmittal Date on which such redemption order is deemed received by the Trust.
In the event that the number of Shares is insufficient on the contractual settlement date, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of
the AP to deliver the missing Shares as soon as possible. This undertaking shall be secured by the APs delivery on the contractual settlement date and subsequent maintenance of collateral consisting of cash having a value at least equal to
105% of the value of the missing Shares. The APs agreement permits the Trust, acting in good faith, to purchase the missing Shares at any time and the AP will be subject to liability for any shortfall between the cost to the Trust of
purchasing such shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.
Placement of Redemption Orders Outside Clearing ProcessForeign Funds.
A standard order for redemption must be received by 4:00 p.m., Eastern Time, for redemptions of Shares. In the
case of custom redemptions, the order must be received by the Distributor no later than 3:00 p.m., Eastern Time. In addition, with respect to foreign investments of a Fund, a Fund may accept T-1 redemption orders placed after the close of the
listing exchange. An AP must contact the distributor prior to submitting a T-1 redemption order. Arrangements satisfactory to the Trust must be in place for the Participating Party to transfer the Creation Units through DTC on or before the
settlement date. Redemptions of Shares for Fund Securities will be subject to compliance with applicable U.S. federal and state securities laws, and each Fund (whether or not they otherwise permit cash redemptions) reserves the right to redeem
Creation Units for cash to the extent that the Fund could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Deposit Securities under such laws.
76
The delivery of Fund Securities to redeeming investors generally will be made within three
Business Days. However, due to the schedule of holidays in certain countries, the delivery of in-kind redemption proceeds may take longer than three Business Days after the day on which the redemption request is received in proper form. In such
cases, the local market settlement procedures will not commence until the end of the local holiday periods. See Regular Holidays for a list of the local holidays in the foreign countries relevant to the Funds.
A redeeming Beneficial Owner, or AP acting on behalf of such Beneficial Owner, when taking delivery of Shares of Fund Securities upon
redemption of Shares of the Funds must maintain appropriate security arrangements with a qualified broker-dealer, bank or other custody provider in each jurisdiction in which any of the Fund Securities are customarily traded, to which account the
Fund Securities will be delivered.
In the event that the number of Shares is insufficient on trade date plus one, the Trust
may deliver the Deposit Securities notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Shares as soon as possible. This undertaking shall be secured by the APs delivery on the contractual settlement
date and subsequent maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The APs agreement permits the Trust, acting in good faith, to purchase the missing Shares at any time
and the AP will be subject to liability for any shortfall between the cost to the Trust of purchasing such shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its
sole discretion.
The calculation of the value of the Fund Securities and the Cash Redemption Amount to be delivered/received
upon redemption will be made by the Custodian according to the procedures set forth under Determination of NAV computed on the Business Day on which a redemption order is deemed received by the Trust. Therefore, if a redemption order in
proper form is submitted to the Transfer Agent by a DTC Participant no later than Closing Time on the Transmittal Date, and the requisite number of Shares of the Fund are delivered to the Custodian prior to the DTC Cut-Off-Time, then the value of
the Fund Securities and the Cash Redemption Amount to be delivered/received will be determined by the Custodian on such Transmittal Date. If, however, a redemption order is submitted to the Custodian by a DTC Participant no later than the Closing
Time on the Transmittal Date, but either (i) the requisite number of Shares of the relevant Fund are not delivered by the DTC Cut-Off-Time, as described above, on the Transmittal Date, or (ii) the redemption order is not submitted in
proper form, then the redemption order will not be deemed received as of the Transmittal Date. In such case, the value of the Fund Securities and the Cash Redemption Amount to be delivered/received will be computed on the Business Day that the order
is deemed received by the Trust, i.e., the Business Day on which Fund Shares of the relevant Fund are delivered through DTC to the Custodian by the DTC Cut-Off-Time on such Business Day pursuant to a properly submitted redemption order.
If it is not possible to effect deliveries of the Fund Securities, the Trust may in its discretion exercise its option to redeem such Fund
Shares in cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that a Fund may, in its sole discretion, permit. In either case, the investor
will receive a cash payment equal to the NAV of its Fund Shares based on the NAV of Shares of the relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charge for
requested cash redemptions specified above, to offset the Funds brokerage and other transaction costs associated with the disposition of Fund Securities). A Fund also, in its sole discretion, upon request of a shareholder, may provide such
redeemer a portfolio of securities that differs from the exact composition of the Fund Securities, or cash in lieu of some securities added to the Cash Component, but in no event will the total value of the securities delivered and the cash
transmitted differ from the NAV. Redemptions of Fund Shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to
redeem Creation Unit Aggregations for cash to the extent that the Trust could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An AP or an investor for
which it is acting subject to a legal restriction with respect to a particular security included in the Fund Securities applicable to the redemption of a Creation Unit Aggregation may be paid an equivalent amount of cash. The AP may request the
redeeming Beneficial Owner of the Fund Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment, beneficial ownership of Shares or delivery instructions.
77
Regular Holidays.
The Funds generally intend to effect deliveries of
Creation Units and portfolio Securities on a basis of T plus three Business Days (i.e., days on which the NYSE is open). Each Fund may effect deliveries of Creation Units and portfolio Securities on a basis other than T plus three or T
plus two in order to accommodate local holiday schedules, to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates or under certain other circumstances. The ability of the Trust to effect
in-kind creations and redemptions within three Business Days of receipt of an order in good form is subject, among other things, to the condition that, within the time period from the date of the order to the date of delivery of the securities,
there are no days that are holidays in the applicable foreign market. For every occurrence of one or more intervening holidays in the applicable foreign market that are not holidays observed in the U.S. equity market, the redemption settlement cycle
will be extended by the number of such intervening holidays. In addition to holidays, other unforeseeable closings in a foreign market due to emergencies may also prevent the Trust from delivering securities within the normal settlement period.
The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled
with foreign market holiday schedules, will require a delivery process longer than seven calendar days for some Funds, in certain circumstances. The holidays applicable to the Funds during such periods are listed below, as are instances where more
than seven days will be needed to deliver redemption proceeds. Although certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in any given year is not expected to exceed the
maximum number of days listed below for the Funds. The proclamation of new holidays, the treatment by market participants of certain days as informal holidays (e.g., days on which no or limited securities transactions occur, as a result
of substantially shortened trading hours), the elimination of existing holidays or changes in local securities delivery practices could affect the information set forth herein at some time in the future.
The dates in calendar year 2013 in which the regular holidays affecting the relevant securities markets of the below listed countries are
as follows:
|
|
|
|
|
|
|
|
|
ARGENTINA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
February 20
|
|
April 2
|
|
July 9
|
|
November 25
|
January 31
|
|
March 28
|
|
May 1
|
|
August 19
|
|
December 25
|
February 11
|
|
March 29
|
|
June 20
|
|
October 14
|
|
|
February 12
|
|
April 1
|
|
June 21
|
|
November 6
|
|
|
|
|
|
|
|
AUSTRALIA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
March 29
|
|
August 5
|
|
December 26
|
|
|
January 28
|
|
April 1
|
|
October 7
|
|
December 31
|
|
|
March 4
|
|
April 25
|
|
November 5
|
|
|
|
|
March 11
|
|
May 6
|
|
December 24
|
|
|
|
|
March 28
|
|
June 10
|
|
December 25
|
|
|
|
|
|
|
|
|
|
AUSTRIA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
May 9
|
|
November 1
|
|
December 31
|
|
|
March 29
|
|
May 20
|
|
December 24
|
|
|
|
|
April 1
|
|
May 30
|
|
December 25
|
|
|
|
|
May 1
|
|
August 15
|
|
December 26
|
|
|
|
|
|
|
|
|
|
BAHRAIN:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
August 7
|
|
October 16
|
|
December 16
|
|
|
January 23
|
|
August 8
|
|
November 4
|
|
December 17
|
|
|
January 24
|
|
October 14
|
|
November 12
|
|
|
|
|
May 1
|
|
October 15
|
|
November 13
|
|
|
|
|
|
|
|
|
|
BANGLADESH:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 21
|
|
May 23
|
|
August 15
|
|
October 17
|
|
|
March 17
|
|
June 25
|
|
August 28
|
|
November 14
|
|
|
March 26
|
|
July 1
|
|
October 14
|
|
December 16
|
|
|
April 14
|
|
August 6
|
|
October 15
|
|
December 25
|
|
|
May 1
|
|
August 8
|
|
October 16
|
|
December 31
|
|
|
78
|
|
|
|
|
|
|
|
|
BELGIUM:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 15
|
|
December 25
|
|
|
March 29
|
|
May 9
|
|
November 1
|
|
December 26
|
|
|
April 1
|
|
May 20
|
|
November 11
|
|
|
|
|
|
|
|
|
|
BENIN:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 7
|
|
November 15
|
|
|
January 24
|
|
May 9
|
|
August 15
|
|
December 25
|
|
|
April 1
|
|
May 20
|
|
November 1
|
|
|
|
|
|
|
|
|
|
BERMUDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
June 17
|
|
September 2
|
|
December 26
|
|
|
March 29
|
|
August 1
|
|
November 11
|
|
|
|
|
May 24
|
|
August 2
|
|
December 25
|
|
|
|
|
|
|
|
|
|
BOTSWANA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
May 1
|
|
July 15
|
|
December 25
|
|
|
January 2
|
|
May 9
|
|
July 16
|
|
December 26
|
|
|
March 29
|
|
May 17
|
|
September 30
|
|
|
|
|
April 1
|
|
July 1
|
|
October 1
|
|
|
|
|
|
|
|
|
|
BRAZIL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
February 13
|
|
July 9
|
|
December 25
|
|
|
January 25
|
|
March 29
|
|
November 15
|
|
December 31
|
|
|
February 11
|
|
May 1
|
|
November 20
|
|
|
|
|
February 12
|
|
May 30
|
|
December 24
|
|
|
|
|
|
|
|
|
|
BULGARIA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
May 6
|
|
December 14
|
|
December 31
|
|
|
May 1
|
|
May 11
|
|
December 24
|
|
|
|
|
May 2
|
|
May 24
|
|
December 25
|
|
|
|
|
May 3
|
|
September 6
|
|
December 26
|
|
|
|
|
|
|
|
|
|
BURKINA-FASO:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 7
|
|
November 15
|
|
|
January 24
|
|
May 9
|
|
August 15
|
|
December 25
|
|
|
April 1
|
|
May 20
|
|
November 1
|
|
|
|
|
|
|
|
|
|
CANADA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
May 20
|
|
September 2
|
|
December 26
|
|
|
January 2
|
|
June 24
|
|
October 14
|
|
|
|
|
February 18
|
|
July 1
|
|
November 11
|
|
|
|
|
March 29
|
|
August 5
|
|
December 25
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS:
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
March 29
|
|
September 2
|
|
November 28
|
|
|
January 21
|
|
May 27
|
|
October 14
|
|
December 25
|
|
|
February 18
|
|
July 4
|
|
November 11
|
|
|
|
|
|
|
|
|
CHANNEL ISLANDS:
|
|
|
|
|
|
|
|
|
|
|
|
January 21
|
|
May 6
|
|
October 14
|
|
|
|
|
February 18
|
|
May 27
|
|
November 11
|
|
|
|
|
March 29
|
|
July 4
|
|
November 28
|
|
|
|
|
April 1
|
|
August 26
|
|
December 25
|
|
|
|
|
May 1
|
|
September 2
|
|
December 26
|
|
|
|
|
79
|
|
|
|
|
|
|
|
|
CHILE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
July 16
|
|
September 20
|
|
December 31
|
|
|
March 29
|
|
August 15
|
|
October 31
|
|
|
|
|
May 1
|
|
September 18
|
|
November 1
|
|
|
|
|
May 21
|
|
September 19
|
|
December 25
|
|
|
|
|
|
|
|
|
CHINASHANGHAI:
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
February 15
|
|
May 27
|
|
October 1
|
|
December 25
|
January 2
|
|
February 18
|
|
June 10
|
|
October 2
|
|
|
January 3
|
|
March 29
|
|
June 11
|
|
October 3
|
|
|
January 21
|
|
April 4
|
|
June 12
|
|
October 4
|
|
|
February 11
|
|
April 5
|
|
July 4
|
|
October 7
|
|
|
February 12
|
|
April 29
|
|
September 2
|
|
October 14
|
|
|
February 13
|
|
April 30
|
|
September 19
|
|
November 11
|
|
|
February 14
|
|
May 1
|
|
September 20
|
|
November 28
|
|
|
|
|
|
|
CHINASHENZHEN:
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
February 15
|
|
May 1
|
|
September 20
|
|
October 14
|
January 2
|
|
March 29
|
|
May 17
|
|
October 1
|
|
December 25
|
January 3
|
|
April 1
|
|
June 10
|
|
October 2
|
|
December 26
|
February 11
|
|
April 4
|
|
June 11
|
|
October 3
|
|
|
February 12
|
|
April 5
|
|
June 12
|
|
October 4
|
|
|
February 13
|
|
April 29
|
|
July 1
|
|
October 7
|
|
|
February 14
|
|
April 30
|
|
September 19
|
|
|
|
|
|
COLOMBIA:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 7
|
|
December 25
|
|
|
January 7
|
|
May 13
|
|
August 19
|
|
|
|
|
March 25
|
|
June 3
|
|
October 14
|
|
|
|
|
March 28
|
|
June 10
|
|
November 4
|
|
|
|
|
March 29
|
|
July 1
|
|
November 11
|
|
|
|
|
|
COSTA RICA:
|
|
|
|
|
|
January 1
|
|
April 11
|
|
August 2
|
|
December 31
|
|
|
March 28
|
|
May 1
|
|
August 15
|
|
|
|
|
March 29
|
|
July 25
|
|
December 25
|
|
|
|
|
|
CROATIA:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 5
|
|
November 1
|
|
December 26
|
March 29
|
|
May 30
|
|
August 15
|
|
December 24
|
|
December 31
|
April 1
|
|
June 25
|
|
October 8
|
|
December 25
|
|
|
|
CYPRUS:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
May 6
|
|
August 15
|
|
December 24
|
March 18
|
|
May 1
|
|
May 7
|
|
October 1
|
|
December 25
|
March 25
|
|
May 3
|
|
June 24
|
|
October 28
|
|
December 26
|
|
CZECH REPUBLIC:
|
|
|
|
|
|
January 1
|
|
May 8
|
|
December 24
|
|
|
|
|
April 1
|
|
July 5
|
|
December 25
|
|
|
|
|
May 1
|
|
October 28
|
|
December 26
|
|
|
|
|
|
DENMARK:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
May 10
|
|
December 24
|
|
December 31
|
March 28
|
|
April 26
|
|
May 20
|
|
December 25
|
|
|
March 29
|
|
May 9
|
|
June 5
|
|
December 26
|
|
|
80
|
|
|
|
|
|
|
|
|
ECUADOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
March 29
|
|
July 25
|
|
December 6
|
|
|
February 11
|
|
May 1
|
|
August 9
|
|
December 25
|
|
|
February 12
|
|
May 24
|
|
October 11
|
|
|
|
|
|
EGYPT:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
July 23
|
|
October 15
|
|
|
January 7
|
|
May 5
|
|
August 8
|
|
October 16
|
|
|
January 24
|
|
May 6
|
|
October 6
|
|
November 5
|
|
|
April 25
|
|
July 1
|
|
October 14
|
|
|
|
|
The Egyptian market is closed every Friday.
|
|
|
|
ESTONIA:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 20
|
|
December 26
|
|
|
March 29
|
|
May 9
|
|
December 24
|
|
|
|
|
April 1
|
|
June 24
|
|
December 25
|
|
|
|
|
|
EUROMARKETS:
|
|
|
|
|
|
January 1
|
|
December 25
|
|
|
|
|
|
|
|
FINLAND:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
June 21
|
|
December 25
|
|
|
March 28
|
|
May 1
|
|
December 6
|
|
December 26
|
|
|
March 29
|
|
May 9
|
|
December 24
|
|
December 31
|
|
|
|
FRANCE:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
May 20
|
|
November 11
|
|
|
March 29
|
|
May 8
|
|
August 15
|
|
December 25
|
|
|
April 1
|
|
May 9
|
|
November 1
|
|
December 26
|
|
|
|
GERMANY:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
May 30
|
|
December 25
|
|
|
March 29
|
|
May 9
|
|
October 3
|
|
December 26
|
|
|
April 1
|
|
May 20
|
|
December 24
|
|
December 31
|
|
|
|
GHANA:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
August 8
|
|
December 25
|
|
|
March 6
|
|
May 1
|
|
October 15
|
|
December 26
|
|
|
March 29
|
|
July 1
|
|
December 6
|
|
|
|
|
|
GREECE:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
June 24
|
|
December 25
|
|
|
March 18
|
|
May 1
|
|
August 15
|
|
December 26
|
|
|
March 25
|
|
May 3
|
|
October 28
|
|
|
|
|
March 29
|
|
May 6
|
|
December 24
|
|
|
|
|
|
GUINEA BISSAU:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 7
|
|
November 15
|
|
|
January 24
|
|
May 9
|
|
August 15
|
|
December 25
|
|
|
April 1
|
|
May 20
|
|
November 1
|
|
|
|
|
|
HONG KONG:
|
|
|
|
|
|
January 1
|
|
March 29
|
|
May 17
|
|
October 1
|
|
|
February 11
|
|
April 1
|
|
June 12
|
|
October 14
|
|
|
February 12
|
|
April 4
|
|
July 1
|
|
December 25
|
|
|
February 13
|
|
May 1
|
|
September 20
|
|
December 26
|
|
|
81
|
|
|
|
|
|
|
|
|
HUNGARY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
May 20
|
|
October 23
|
|
December 24
|
|
|
March 15
|
|
August 19
|
|
November 1
|
|
December 25
|
|
|
April 1
|
|
August 20
|
|
December 7
|
|
December 26
|
|
|
May 1
|
|
August 24
|
|
December 21
|
|
December 27
|
|
|
|
ICELAND:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
May 9
|
|
August 5
|
|
December 26
|
March 28
|
|
April 25
|
|
May 20
|
|
December 24
|
|
December 31
|
March 29
|
|
May 1
|
|
June 17
|
|
December 25
|
|
|
|
INDONESIA:
|
|
|
|
|
|
January 1
|
|
June 6
|
|
August 9
|
|
December 26
|
|
|
January 24
|
|
August 5
|
|
October 14
|
|
December 31
|
|
|
March 12
|
|
August 6
|
|
October 15
|
|
|
|
|
March 29
|
|
August 7
|
|
November 5
|
|
|
|
|
May 9
|
|
August 8
|
|
December 25
|
|
|
|
|
|
INDIA:
|
|
|
|
|
|
January 25
|
|
April 1
|
|
May 1
|
|
September 9
|
|
November 4
|
February 19
|
|
April 11
|
|
July 1
|
|
September 30
|
|
November 14
|
March 27
|
|
April 19
|
|
August 9
|
|
October 2
|
|
December 25
|
March 29
|
|
April 24
|
|
August 15
|
|
October 16
|
|
|
|
IRELAND:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
July 12
|
|
November 28
|
|
|
January 21
|
|
May 1
|
|
August 26
|
|
December 25
|
|
|
February 18
|
|
May 6
|
|
September 2
|
|
December 26
|
|
|
March 18
|
|
May 27
|
|
October 14
|
|
|
|
|
March 29
|
|
July 4
|
|
November 11
|
|
|
|
|
|
ISRAEL:
|
|
|
|
|
|
January 22
|
|
April 1
|
|
July 16
|
|
September 18
|
|
|
February 24
|
|
April 15
|
|
September 4
|
|
September 19
|
|
|
March 25
|
|
April 16
|
|
September 5
|
|
September 25
|
|
|
March 26
|
|
May 14
|
|
September 6
|
|
September 26
|
|
|
March 31
|
|
May 15
|
|
September 13
|
|
|
|
|
The Israeli market is closed every Friday.
|
|
|
|
|
|
ITALY:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
December 25
|
|
|
|
|
March 29
|
|
August 15
|
|
December 26
|
|
|
|
|
April 1
|
|
November 1
|
|
December 31
|
|
|
|
|
April 25
|
|
December 24
|
|
|
|
|
|
|
|
IVORY COAST:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 7
|
|
November 15
|
|
|
January 24
|
|
May 9
|
|
August 15
|
|
December 25
|
|
|
April 1
|
|
May 20
|
|
November 1
|
|
|
|
|
|
JAPAN:
|
|
|
|
|
|
January 1
|
|
February 11
|
|
May 6
|
|
October 14
|
|
|
January 2
|
|
March 20
|
|
July 15
|
|
November 4
|
|
|
January 3
|
|
April 29
|
|
September 16
|
|
December 23
|
|
|
January 14
|
|
May 3
|
|
September 23
|
|
December 31
|
|
|
82
|
|
|
|
|
|
|
|
|
JORDAN:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
January 24
|
|
October 14
|
|
November 4
|
|
|
January 10
|
|
May 1
|
|
October 15
|
|
December 25
|
|
|
January 20
|
|
August 7
|
|
October 16
|
|
|
|
|
January 23
|
|
August 8
|
|
October 17
|
|
|
|
|
|
KAZAKHSTAN:
|
|
|
|
|
|
January 1
|
|
March 21
|
|
May 9
|
|
|
|
|
January 2
|
|
March 22
|
|
August 30
|
|
|
|
|
January 7
|
|
May 1
|
|
December 16
|
|
|
|
|
March 8
|
|
May 7
|
|
December 17
|
|
|
|
|
|
KENYA:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
October 21
|
|
December 26
|
|
|
March 29
|
|
August 8
|
|
December 12
|
|
|
|
|
April 1
|
|
October 15
|
|
December 25
|
|
|
|
|
|
KUWAIT:
|
|
|
|
|
|
January 1
|
|
February 26
|
|
August 8
|
|
October 16
|
|
|
January 24
|
|
June 4
|
|
October 14
|
|
October 17
|
|
|
February 25
|
|
August 7
|
|
October 15
|
|
November 4
|
|
|
|
LATVIA:
|
|
|
|
|
|
January 1
|
|
May 6
|
|
December 14
|
|
December 26
|
|
|
March 29
|
|
May 9
|
|
December 23
|
|
December 28
|
|
|
April 1
|
|
June 24
|
|
December 24
|
|
December 30
|
|
|
May 1
|
|
November 18
|
|
December 25
|
|
December 31
|
|
|
|
LEBANON:
|
|
|
|
|
|
January 1
|
|
March 25
|
|
August 8
|
|
October 16
|
|
December 25
|
January 24
|
|
March 29
|
|
August 9
|
|
November 4
|
|
|
February 9
|
|
May 1
|
|
August 15
|
|
November 13
|
|
|
February 14
|
|
May 3
|
|
October 15
|
|
November 22
|
|
|
|
LITHUANIA:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
July 24
|
|
December 24
|
|
December 31
|
March 11
|
|
May 1
|
|
August 15
|
|
December 25
|
|
|
March 29
|
|
May 9
|
|
November 1
|
|
December 26
|
|
|
|
LUXEMBOURG:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 15
|
|
December 25
|
|
|
March 29
|
|
May 9
|
|
November 1
|
|
December 26
|
|
|
April 1
|
|
May 20
|
|
December 24
|
|
|
|
|
|
MALAYSIA:
|
|
|
|
|
|
January 1
|
|
February 12
|
|
September 16
|
|
|
|
|
January 24
|
|
May 1
|
|
October 15
|
|
|
|
|
January 28
|
|
May 24
|
|
November 5
|
|
|
|
|
February 1
|
|
August 8
|
|
December 25
|
|
|
|
|
February 11
|
|
August 9
|
|
|
|
|
|
|
|
MALI:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 7
|
|
November 15
|
|
|
January 24
|
|
May 9
|
|
August 15
|
|
December 25
|
|
|
April 1
|
|
May 20
|
|
November 1
|
|
|
|
|
83
|
|
|
|
|
|
|
|
|
MALTA:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
December 13
|
|
December 31
|
|
|
January 2
|
|
May 1
|
|
December 24
|
|
|
|
|
March 19
|
|
June 7
|
|
December 25
|
|
|
|
|
March 29
|
|
August 15
|
|
December 26
|
|
|
|
|
|
MAURITIUS:
|
|
|
|
|
|
January 1
|
|
March 12
|
|
August 9
|
|
December 25
|
|
|
January 2
|
|
April 11
|
|
September 10
|
|
|
|
|
February 1
|
|
May 1
|
|
November 1
|
|
|
|
|
|
MEXICO:
|
|
|
|
|
|
January 1
|
|
March 28
|
|
September 16
|
|
December 25
|
|
|
February 4
|
|
March 29
|
|
November 18
|
|
|
|
|
March 18
|
|
May 1
|
|
December 12
|
|
|
|
|
|
MOROCCO:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 20
|
|
November 18
|
|
|
January 11
|
|
July 30
|
|
August 21
|
|
|
|
|
January 24
|
|
August 14
|
|
November 6
|
|
|
|
|
|
NAMIBIA:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
August 26
|
|
December 26
|
|
|
March 21
|
|
May 1
|
|
December 10
|
|
|
|
|
March 29
|
|
May 17
|
|
December 25
|
|
|
|
|
|
NETHERLANDS:
|
|
|
|
|
|
January 1
|
|
April 30
|
|
May 20
|
|
|
|
|
March 29
|
|
May 1
|
|
December 25
|
|
|
|
|
April 1
|
|
May 9
|
|
December 26
|
|
|
|
|
|
NEW ZEALAND:
|
|
|
|
|
|
January 1
|
|
January 28
|
|
April 1
|
|
October 28
|
|
|
January 2
|
|
February 6
|
|
April 25
|
|
December 25
|
|
|
January 21
|
|
March 29
|
|
June 3
|
|
December 26
|
|
|
|
NIGER:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 7
|
|
November 15
|
|
|
January 24
|
|
May 9
|
|
August 15
|
|
December 25
|
|
|
April 1
|
|
May 20
|
|
November 1
|
|
|
|
|
|
NIGERIA:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
August 8
|
|
December 25
|
|
|
January 24
|
|
May 1
|
|
October 1
|
|
December 26
|
|
|
March 29
|
|
May 29
|
|
October 15
|
|
|
|
|
|
|
|
NORWAY:
|
|
|
|
|
|
|
|
|
|
January 1
|
|
March 29
|
|
May 9
|
|
December 24
|
|
December 31
|
March 27
|
|
April 1
|
|
May 17
|
|
December 25
|
|
|
March 28
|
|
May 1
|
|
May 20
|
|
December 26
|
|
|
|
OMAN:
|
|
|
|
|
|
January 1
|
|
August 8
|
|
October 16
|
|
November 19
|
|
|
January 24
|
|
August 11
|
|
October 17
|
|
|
|
|
June 6
|
|
August 12
|
|
November 4
|
|
|
|
|
July 23
|
|
October 15
|
|
November 18
|
|
|
|
|
84
|
|
|
|
|
|
|
|
|
PAKISTAN:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 14
|
|
November 13
|
|
|
January 24
|
|
July 1
|
|
October 15
|
|
November 14
|
|
|
January 25
|
|
August 8
|
|
October 16
|
|
December 25
|
|
|
February 5
|
|
August 9
|
|
October 17
|
|
|
|
|
|
PALESTINE AUTONOMOUS AREA:
|
|
|
|
|
|
January 1
|
|
January 24
|
|
August 11
|
|
October 17
|
|
December 25
|
January 7
|
|
May 1
|
|
August 12
|
|
October 20
|
|
|
January 10
|
|
June 6
|
|
October 16
|
|
November 5
|
|
|
|
PERU:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
October 8
|
|
|
|
|
March 28
|
|
July 29
|
|
November 1
|
|
|
|
|
March 29
|
|
August 30
|
|
December 25
|
|
|
|
|
|
PHILIPPINES:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
November 1
|
|
December 31
|
|
|
March 28
|
|
June 12
|
|
December 24
|
|
|
|
|
March 29
|
|
August 21
|
|
December 25
|
|
|
|
|
April 9
|
|
August 26
|
|
December 30
|
|
|
|
|
|
POLAND:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 15
|
|
December 24
|
|
December 31
|
March 29
|
|
May 3
|
|
November 1
|
|
December 25
|
|
|
April 1
|
|
May 30
|
|
November 11
|
|
December 26
|
|
|
|
PORTUGAL:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
June 10
|
|
December 24
|
|
December 31
|
February 12
|
|
April 25
|
|
June 13
|
|
December 25
|
|
|
March 29
|
|
May 1
|
|
August 15
|
|
December 26
|
|
|
|
QATAR:
|
|
|
|
|
|
January 1
|
|
August 8
|
|
October 15
|
|
December 18
|
|
|
February 12
|
|
August 11
|
|
October 16
|
|
|
|
|
March 3
|
|
August 12
|
|
October 17
|
|
|
|
|
|
ROMANIA:
|
|
|
|
|
|
January 1
|
|
June 24
|
|
|
|
|
|
|
January 2
|
|
August 15
|
|
|
|
|
|
|
May 1
|
|
December 25
|
|
|
|
|
|
|
May 6
|
|
December 26
|
|
|
|
|
|
|
|
RUSSIA:
|
|
|
|
|
|
January 1
|
|
February 22
|
|
May 3
|
|
November 4
|
|
|
January 2
|
|
March 7
|
|
May 8
|
|
|
|
|
January 3
|
|
March 8
|
|
May 9
|
|
|
|
|
January 4
|
|
April 30
|
|
May 10
|
|
|
|
|
January 7
|
|
May 1
|
|
June 11
|
|
|
|
|
January 8
|
|
May 2
|
|
June 12
|
|
|
|
|
|
SAUDI ARABIA:
|
|
|
|
|
|
August 10
|
|
August 14
|
|
October 14
|
|
|
|
|
August 11
|
|
September 23
|
|
October 15
|
|
|
|
|
August 12
|
|
October 12
|
|
October 16
|
|
|
|
|
August 13
|
|
October 13
|
|
|
|
|
|
|
85
|
|
|
|
|
|
|
|
|
SENEGAL:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 7
|
|
November 15
|
|
|
January 24
|
|
May 9
|
|
August 15
|
|
December 25
|
|
|
April 1
|
|
May 20
|
|
November 1
|
|
|
|
|
|
SERBIA:
|
|
|
|
|
|
January 1
|
|
February 15
|
|
May 3
|
|
|
|
|
January 2
|
|
May 1
|
|
May 6
|
|
|
|
|
January 7
|
|
May 2
|
|
November 11
|
|
|
|
|
|
SINGAPORE:
|
|
|
|
|
|
January 2
|
|
March 29
|
|
August 8
|
|
November 4
|
|
|
February 11
|
|
May 1
|
|
August 9
|
|
December 25
|
|
|
February 12
|
|
May 24
|
|
October 15
|
|
|
|
|
|
SLOVAKIA:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 29
|
|
December 25
|
|
|
March 29
|
|
May 8
|
|
November 1
|
|
December 26
|
|
|
April 1
|
|
July 5
|
|
December 24
|
|
|
|
|
|
SLOVENIA:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
June 25
|
|
November 1
|
|
|
February 8
|
|
May 1
|
|
August 15
|
|
December 25
|
|
|
March 29
|
|
May 2
|
|
October 31
|
|
December 26
|
|
|
|
SOUTH AFRICA:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
August 9
|
|
December 25
|
|
|
March 21
|
|
May 1
|
|
September 24
|
|
December 26
|
|
|
March 29
|
|
June 17
|
|
December 16
|
|
|
|
|
|
SOUTH KOREA:
|
|
|
|
|
|
January 1
|
|
May 17
|
|
September 19
|
|
December 25
|
|
|
February 11
|
|
June 6
|
|
September 20
|
|
December 31
|
|
|
March 1
|
|
August 15
|
|
October 3
|
|
|
|
|
May 1
|
|
September 18
|
|
October 9
|
|
|
|
|
|
SPAIN:
|
|
|
|
|
|
January 1
|
|
March 29
|
|
November 1
|
|
|
|
|
January 7
|
|
April 1
|
|
December 6
|
|
|
|
|
March 18
|
|
May 1
|
|
December 25
|
|
|
|
|
March 28
|
|
August 15
|
|
December 26
|
|
|
|
|
|
SRI LANKA:
|
|
|
|
|
|
January 1
|
|
March 26
|
|
May 1
|
|
August 20
|
|
December 25
|
January 14
|
|
March 29
|
|
May 23
|
|
September 19
|
|
|
January 25
|
|
April 12
|
|
May 24
|
|
October 16
|
|
|
February 4
|
|
April 15
|
|
July 22
|
|
October 18
|
|
|
February 25
|
|
April 25
|
|
August 9
|
|
December 16
|
|
|
|
SWAZILAND:
|
|
|
|
|
|
January 1
|
|
April 19
|
|
May 9
|
|
December 25
|
|
|
March 29
|
|
April 25
|
|
July 22
|
|
December 26
|
|
|
April 1
|
|
May 1
|
|
September 6
|
|
|
|
|
|
|
|
|
|
SWEDEN:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
May 1
|
|
June 21
|
|
December 26
|
|
|
March 28
|
|
May 8
|
|
November 1
|
|
December 31
|
|
|
March 29
|
|
May 9
|
|
December 24
|
|
|
|
|
April 1
|
|
June 6
|
|
December 25
|
|
|
|
|
86
|
|
|
|
|
|
|
|
|
SWITZERLAND:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
|
|
December 24
|
|
|
January 2
|
|
May 9
|
|
|
|
December 25
|
|
|
March 29
|
|
May 20
|
|
|
|
December 26
|
|
|
April 1
|
|
August 1
|
|
|
|
December 31
|
|
|
April 15
|
|
September 9
|
|
|
|
|
|
|
|
TAIWAN:
|
|
|
|
|
|
January 1
|
|
February 12
|
|
February 28
|
|
June 12
|
|
|
February 7
|
|
February 13
|
|
April 4
|
|
September 19
|
|
|
February 8
|
|
February 14
|
|
April 5
|
|
September 20
|
|
|
February 11
|
|
February 15
|
|
May 1
|
|
October 10
|
|
|
|
THAILAND:
|
|
|
|
|
|
January 1
|
|
April 16
|
|
July 1
|
|
December 5
|
|
|
February 25
|
|
May 1
|
|
July 22
|
|
December 10
|
|
|
April 8
|
|
May 6
|
|
August 12
|
|
December 31
|
|
|
April 15
|
|
May 24
|
|
October 23
|
|
|
|
|
|
TOGO:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
August 7
|
|
November 15
|
|
|
January 24
|
|
May 9
|
|
August 15
|
|
December 25
|
|
|
April 1
|
|
May 20
|
|
November 1
|
|
|
|
|
|
TRINIDAD & TOBAGO:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
August 1
|
|
|
|
|
February 11
|
|
May 30
|
|
September 24
|
|
|
|
|
February 12
|
|
May 31
|
|
December 25
|
|
|
|
|
March 29
|
|
June 19
|
|
December 26
|
|
|
|
|
|
TUNISIA:
|
|
|
|
|
|
January 1
|
|
March 21
|
|
August 8
|
|
November 15
|
|
|
January 14
|
|
April 9
|
|
August 9
|
|
|
|
|
January 25
|
|
May 1
|
|
August 13
|
|
|
|
|
March 20
|
|
July 25
|
|
October 15
|
|
|
|
|
|
TURKEY:
|
|
|
|
|
|
January 1
|
|
August 7
|
|
August 30
|
|
October 16
|
|
October 28
|
April 23
|
|
August 8
|
|
October 14
|
|
October 17
|
|
October 29
|
May 1
|
|
August 9
|
|
October 15
|
|
October 18
|
|
|
|
|
|
|
|
UGANDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
March 29
|
|
June 3
|
|
October 15
|
|
|
January 30
|
|
April 1
|
|
August 8
|
|
December 25
|
|
|
March 8
|
|
May 1
|
|
October 9
|
|
December 26
|
|
|
|
|
|
|
|
UKRAINE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1
|
|
March 8
|
|
May 6
|
|
June 28
|
|
|
January 2
|
|
May 1
|
|
May 9
|
|
|
|
|
January 7
|
|
May 2
|
|
June 24
|
|
|
|
|
|
UNITED ARAB EMIRATESADX and DFM Markets:
|
|
|
|
|
|
January 1
|
|
August 14
|
|
October 15
|
|
November 5
|
|
|
January 24
|
|
August 15
|
|
October 16
|
|
December 2
|
|
|
June 6
|
|
October 14
|
|
October 17
|
|
December 3
|
|
|
87
|
|
|
|
|
|
|
|
|
UNITED ARAB EMIRATESNASDAQ Dubai:
|
|
|
|
|
|
January 1
|
|
June 6
|
|
September 2
|
|
November 5
|
|
December 25
|
January 21
|
|
July 4
|
|
October 14
|
|
November 11
|
|
|
January 24
|
|
August 14
|
|
October 15
|
|
November 28
|
|
|
February 18
|
|
August 15
|
|
October 16
|
|
December 2
|
|
|
May 27
|
|
|
|
October 17
|
|
December 3
|
|
|
|
UNITED KINGDOM:
|
|
|
|
|
|
January 1
|
|
April 1
|
|
July 4
|
|
November 11
|
|
|
January 21
|
|
May 1
|
|
August 26
|
|
November 28
|
|
|
February 18
|
|
May 6
|
|
September 2
|
|
December 25
|
|
|
March 29
|
|
May 27
|
|
October 14
|
|
December 26
|
|
|
|
UNITED STATES:
|
|
|
|
|
|
January 1
|
|
March 29
|
|
September 2
|
|
November 28
|
|
|
January 21
|
|
May 27
|
|
October 14
|
|
December 25
|
|
|
February 18
|
|
July 4
|
|
November 1
|
|
|
|
|
|
URUGUAY:
|
|
|
|
|
|
January 1
|
|
March 28
|
|
May 1
|
|
December 25
|
|
|
February 11
|
|
March 29
|
|
June 17
|
|
|
|
|
February 12
|
|
April 22
|
|
July 18
|
|
|
|
|
|
VENEZUELA:
|
|
|
|
|
|
January 1
|
|
March 28
|
|
May 13
|
|
August 19
|
|
December 31
|
February 11
|
|
March 29
|
|
June 3
|
|
November 4
|
|
|
February 12
|
|
April 19
|
|
June 24
|
|
December 24
|
|
|
March 19
|
|
May 1
|
|
July 5
|
|
December 25
|
|
|
|
VIETNAM:
|
|
|
|
|
|
January 1
|
|
February 13
|
|
April 19
|
|
May 1
|
|
|
February 11
|
|
February 14
|
|
April 29
|
|
September 2
|
|
|
February 12
|
|
February 15
|
|
April 30
|
|
|
|
|
|
ZAMBIA:
|
|
|
|
|
|
January 1
|
|
March 29
|
|
July 1
|
|
October 24
|
|
|
March 8
|
|
April 1
|
|
July 2
|
|
December 25
|
|
|
March 12
|
|
May 1
|
|
August 5
|
|
|
|
|
|
ZIMBABWE:
|
|
|
|
|
|
January 1
|
|
May 1
|
|
December 25
|
|
|
|
|
March 29
|
|
August 12
|
|
December 26
|
|
|
|
|
April 1
|
|
August 13
|
|
|
|
|
|
|
April 18
|
|
Dec 23
|
|
|
|
|
|
|
SETTLEMENT PERIODS GREATER THAN SEVEN DAYS FOR YEAR 2013*
|
|
|
|
|
|
|
|
|
Country
|
|
Trade Date
|
|
Settlement Date
|
|
Number of Days
to Settle
|
|
Brazil
|
|
02/06/13
|
|
02/14/13
|
|
|
8
|
|
|
|
02/07/13
|
|
02/15/13
|
|
|
8
|
|
|
|
02/08/13
|
|
02/18/13
|
|
|
10
|
|
88
|
|
|
|
|
|
|
|
|
Country
|
|
Trade Date
|
|
Settlement Date
|
|
Number of Days
to Settle
|
|
China
|
|
02/06/13
|
|
02/19/13
|
|
|
13
|
|
|
|
02/07/13
|
|
02/20/13
|
|
|
13
|
|
|
|
02/08/13
|
|
02/21/13
|
|
|
13
|
|
|
|
03/29/13
|
|
04/08/13
|
|
|
10
|
|
|
|
04/24/13
|
|
05/02/13
|
|
|
8
|
|
|
|
04/25/13
|
|
05/03/13
|
|
|
8
|
|
|
|
04/26/13
|
|
05/06/13
|
|
|
10
|
|
|
|
06/05/13
|
|
06/13/13
|
|
|
8
|
|
|
|
06/06/13
|
|
06/14/13
|
|
|
8
|
|
|
|
06/07/13
|
|
06/17/13
|
|
|
10
|
|
|
|
09/26/13
|
|
10/08/13
|
|
|
12
|
|
|
|
09/27/13
|
|
10/09/13
|
|
|
12
|
|
|
|
09/30/13
|
|
10/10/13
|
|
|
10
|
|
|
|
|
|
Czech Republic
|
|
12/19/13
|
|
12/27/13
|
|
|
8
|
|
|
|
12/20/13
|
|
12/30/13
|
|
|
10
|
|
|
|
12/23/13
|
|
12/31/13
|
|
|
8
|
|
|
|
|
|
Denmark
|
|
03/25/13
|
|
04/08/13
|
|
|
14
|
|
|
|
03/26/13
|
|
04/03/13
|
|
|
8
|
|
|
|
03/27/13
|
|
04/04/13
|
|
|
8
|
|
|
|
12/19/13
|
|
12/27/13
|
|
|
8
|
|
|
|
12/20/13
|
|
12/30/13
|
|
|
10
|
|
|
|
01/23/13
|
|
01/02/14
|
|
|
344
|
|
|
|
|
|
Egypt
|
|
10/09/13
|
|
10/17/13
|
|
|
8
|
|
|
|
|
|
Finland
|
|
12/19/13
|
|
12/27/13
|
|
|
8
|
|
|
|
12/20/13
|
|
12/30/13
|
|
|
10
|
|
|
|
12/23/13
|
|
12/31/13
|
|
|
8
|
|
|
|
|
|
Germany
|
|
12/19/13
|
|
12/27/13
|
|
|
8
|
|
|
|
12/20/13
|
|
12/30/13
|
|
|
10
|
|
|
|
|
|
Hungary
|
|
12/19/13
|
|
12/30/13
|
|
|
11
|
|
|
|
12/20/13
|
|
12/31/13
|
|
|
11
|
|
|
|
12/23/13
|
|
01/02/14
|
|
|
10
|
|
|
|
|
|
Indonesia
|
|
07/31/13
|
|
08/12/13
|
|
|
12
|
|
|
|
08/01/13
|
|
08/13/13
|
|
|
12
|
|
|
|
08/02/13
|
|
08/14/13
|
|
|
12
|
|
|
|
12/24/13
|
|
01/02/14
|
|
|
9
|
|
|
|
|
|
Ireland
|
|
04/30/13
|
|
05/08/13
|
|
|
8
|
|
|
|
|
|
Italy
|
|
04/30/13
|
|
05/08/13
|
|
|
8
|
|
|
|
|
|
Malaysia
|
|
04/30/13
|
|
05/08/13
|
|
|
8
|
|
|
|
|
|
Norway
|
|
03/27/13
|
|
04/04/13
|
|
|
8
|
|
|
|
12/20/13
|
|
12/30/13
|
|
|
10
|
|
|
|
12/23/13
|
|
01/02/14
|
|
|
10
|
|
|
|
|
|
Philippines
|
|
12/23/13
|
|
01/02/14
|
|
|
10
|
|
|
|
12/26/13
|
|
01/02/14
|
|
|
7
|
|
|
|
12/27/13
|
|
01/04/14
|
|
|
8
|
|
|
|
|
|
Poland
|
|
12/20/13
|
|
12/30/13
|
|
|
10
|
|
|
|
12/23/13
|
|
01/02/14
|
|
|
10
|
|
89
|
|
|
|
|
|
|
|
|
Country
|
|
Trade Date
|
|
Settlement Date
|
|
Number of Days
to Settle
|
|
Russia
|
|
03/01/13
|
|
03/11/13
|
|
|
10
|
|
|
|
03/04/13
|
|
03/12/13
|
|
|
8
|
|
|
|
03/05/13
|
|
03/13/13
|
|
|
8
|
|
|
|
03/06/13
|
|
03/14/13
|
|
|
8
|
|
|
|
03/07/13
|
|
03/15/13
|
|
|
8
|
|
|
|
04/26/13
|
|
05/08/13
|
|
|
12
|
|
|
|
04/29/13
|
|
05/13/13
|
|
|
14
|
|
|
|
04/30/13
|
|
05/14/13
|
|
|
14
|
|
|
|
05/06/13
|
|
05/15/13
|
|
|
9
|
|
|
|
05/07/13
|
|
05/16/13
|
|
|
9
|
|
|
|
05/08/13
|
|
05/17/13
|
|
|
9
|
|
|
|
06/05/13
|
|
06/13/13
|
|
|
8
|
|
|
|
10/28/13
|
|
11/05/13
|
|
|
8
|
|
|
|
|
|
South Africa
|
|
03/14/13
|
|
03/22/13
|
|
|
8
|
|
|
|
03/22/13
|
|
04/02/13
|
|
|
11
|
|
|
|
03/25/13
|
|
04/03/13
|
|
|
9
|
|
|
|
03/26/13
|
|
04/04/13
|
|
|
9
|
|
|
|
03/27/13
|
|
04/05/13
|
|
|
9
|
|
|
|
03/28/13
|
|
04/08/13
|
|
|
11
|
|
|
|
04/24/13
|
|
05/02/13
|
|
|
8
|
|
|
|
06/10/13
|
|
06/18/13
|
|
|
8
|
|
|
|
08/02/13
|
|
08/12/13
|
|
|
10
|
|
|
|
09/17/13
|
|
09/25/13
|
|
|
8
|
|
|
|
12/18/13
|
|
12/27/13
|
|
|
9
|
|
|
|
12/19/13
|
|
12/30/13
|
|
|
11
|
|
|
|
12/20/13
|
|
12/31/13
|
|
|
11
|
|
|
|
12/23/13
|
|
01/02/14
|
|
|
10
|
|
|
|
12/24/13
|
|
01/03/14
|
|
|
10
|
|
|
|
|
|
Sweden
|
|
12/19/13
|
|
12/27/13
|
|
|
8
|
|
|
|
12/20/13
|
|
12/30/13
|
|
|
10
|
|
|
|
12/23/13
|
|
01/02/14
|
|
|
10
|
|
|
|
|
|
Taiwan
|
|
02/07/13
|
|
02/18/13
|
|
|
11
|
|
|
|
02/08/13
|
|
02/19/13
|
|
|
11
|
|
|
|
|
|
Turkey
|
|
10/11/13
|
|
10/21/13
|
|
|
10
|
|
|
|
10/14/13
|
|
10/22/13
|
|
|
8
|
|
*
|
Holidays are subject to change without further notice.
|
The chart below describes in further detail the placement of creation and redemption orders through the NSCC and outside the Clearing Process.
|
|
|
|
|
|
|
|
|
|
|
Transmittal Date (T)
|
|
Next Business Day (T+1)
|
|
Second Business Day (T+2)
|
|
Third Business Day (T+3)
|
|
|
|
|
Creation through NSCC
|
|
|
|
|
|
|
|
|
|
|
|
Standard Orders
|
|
4:00 p.m. (ET)
Order must be received by the Distributor.
|
|
No action.
|
|
No action.
|
|
Creation Unit Aggregations will be delivered.
|
|
|
|
|
|
Custom Orders
|
|
3:00 p.m. (ET)
Order must be received by the Distributor.
Orders received after 3:00 p.m. (ET) will be treated as standard orders.
|
|
No action.
|
|
No action.
|
|
Creation Unit Aggregations will be delivered.
|
90
|
|
|
|
|
|
|
|
|
|
|
Transmittal Date (T)
|
|
Next Business Day (T+1)
|
|
Second Business Day (T+2)
|
|
Third Business Day (T+3)
|
|
|
|
|
Creation Outside NSCC
|
|
|
|
|
|
|
|
|
|
|
|
Standard Orders
|
|
4:00 p.m. (ET)
Order in proper form must be received by the Distributor.
|
|
11:00 a.m. (ET)
Deposit Securities must be received by the Funds account through DTC.
2:00 p.m. (ET)
Cash Component must be received by the Custodian.
|
|
No action.
|
|
Creation Unit Aggregations will be delivered.
|
|
|
|
|
|
Standard Orders created in advance of receipt by the Trust of all or a portion of the Deposit Securities
|
|
4:00 p.m. (ET)
Order in proper form must be received by the Distributor.
|
|
11:00 a.m. (ET)
Available Deposit Securities.
Cash in an amount equal to the sum of (i) the Cash Component, plus (ii) 105% of the market value of the undelivered Deposit Securities.
|
|
No action.
|
|
1:00 p.m. (ET)
Missing Deposit Securities are due to the Trust or the Trust may use cash on deposit to purchase missing Deposit Securities.
Creation Unit Aggregations will be delivered.
|
|
|
|
|
|
Custom Orders
|
|
3:00 p.m. (ET)
Order in proper form must be received by the Distributor.
Orders received after 3:00 p.m. (ET) will be treated as standard orders.
|
|
11:00 a.m. (ET) Deposit Securities must be received by the Funds account through DTC. 2:00 p.m. (ET) Cash Component must be received by the Orders Custodian.
|
|
No action.
|
|
Creation Unit Aggregations will be delivered.
|
|
|
|
|
Redemption Through NSCC
|
|
|
|
|
|
|
|
|
|
|
|
Standard Orders
|
|
4:00 p.m. (ET)
Order must be received by the Transfer Agent.
Orders received after 4:00 p.m. (ET) will be deemed received on the next business day (T+1).
|
|
No action.
|
|
No action.
|
|
Fund Securities and Cash Redemption Amount will be transferred.
|
|
|
|
|
|
Custom Orders
|
|
3:00 p.m. (ET)
Order must be received by the Transfer Agent.
Orders received after 3:00 p.m. (ET) will be treated as standard orders.
|
|
No action.
|
|
No action.
|
|
Fund Securities and Cash Redemption Amount will be transferred.
|
91
|
|
|
|
|
|
|
|
|
|
|
Transmittal Date (T)
|
|
Next Business Day (T+1)
|
|
Second Business Day (T+2)
|
|
Third Business Day (T+3)
|
|
|
|
|
Redemption Outside NSCC
|
|
|
|
|
|
|
|
|
|
|
|
Standard Orders
|
|
4:00 p.m. (ET)
Order must be received by the Transfer Agent.
Orders received after 4:00 p.m. (ET) will be deemed received on the next business day (T+1).
|
|
11:00 a.m. (ET)
Fund Shares must be delivered through DTC to the Custodian.
2:00 p.m. (ET) Cash Component, if any, is due.
*If the order is not in proper form or the Shares are not delivered, then the order will not be deemed received as of T.
|
|
No action.
|
|
Fund Securities and Cash Redemption Amount is delivered to the redeeming beneficial owner.
|
|
|
|
|
|
Custom Orders
|
|
3:00 p.m. (ET)
Order must be received by the Transfer Agent.
Orders received after 3:00 p.m. (ET) will be treated as standard orders.
|
|
11:00 a.m. (ET)
Fund Shares must be delivered through DTC to the Custodian.
2:00 p.m. (ET) Cash Component, if any, is due.
*If the order is not in proper form or the Shares are not delivered, then the order will not be deemed received as of T.
|
|
No action.
|
|
Fund Securities and Cash Redemption Amount is delivered to the redeeming beneficial owner.
|
TAXES
General; Qualification as a R
egulated Investment Company
. Each Fund is treated as a separate corporation for
federal tax purposes and, therefore, is considered to be a separate entity in determining its treatment under the rules for RICs (defined in the next paragraph) described herein and in the Prospectuses. Losses in one Fund do not offset gains in
another Fund, and the requirements (other than a certain organizational requirement that the Trust satisfies) for qualifying for RIC status are determined at the Fund level rather than the Trust level.
Each Fund intends to continue to qualify each taxable year to be treated as a regulated investment company under
Subchapter M of Chapter 1 of Subtitle A of the Internal Revenue Code (a RIC). If a Fund satisfies the requirements referred to in the next sentence, it will not be subject to federal income tax on the portion of its net
investment income and net realized capital gains that it distributes to its shareholders. To qualify for that treatment, a Fund must annually distribute to its shareholders at least 90% of its investment company taxable income (which includes
dividends, interest, the excess of net short-term capital gain over net long-term capital loss (net short-term gain), and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any
deduction for dividends paid) (Distribution Requirement) and must meet several other requirements relating to the nature of its gross income and the diversification of its assets.
If a Fund failed to qualify for any taxable year for treatment as a RIC (in this paragraph, a failed Fund)either
(1) by failing to satisfy the Distribution Requirement or (2) by failing to satisfy one or more of the gross income and asset diversification requirements and is unable, or determines not to, avail itself of provisions enacted as part of
the Regulated Investment Company Modernization Act of 2010 that enable a RIC to cure a failure to satisfy any of those requirements as long as the failure is due to reasonable cause and not due to willful neglect and the RIC pays a
deductible tax calculated in accordance with those provisions and meets certain other requirementsall of its taxable income would be subject to tax at regular federal corporate income tax rates without any deduction for distributions to
shareholders. In addition, for federal income tax purposes (a) the failed Funds shareholders would treat all those distributions, including distributions of net capital gain
92
(
i.e.
, the excess of net long-term capital gain over net short-term capital loss), as dividends to the extent of the failed Funds current and accumulated earnings and profits,
taxable as ordinary income, except that, for individual and certain other non-corporate shareholders (each, an individual shareholder), the part thereof that is qualified dividend income (as defined in the Prospectuses)
(QDI) would be subject to federal income tax at the rates for net capital gaina maximum of 15% for a single shareholder with taxable income not exceeding $400,000 ($450,000 for married shareholders filing jointly) and 20% for
individual shareholders with taxable income exceeding those respective amounts (which will be adjusted annually for inflation after 2013), and (b) all or part of those distributions might be eligible for the dividends-received deduction in the
case of corporate shareholders that meet certain holding period and other requirements regarding their Fund shares. Furthermore, the failed Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make
substantial distributions before requalifying for RIC treatment.
A Fund will be subject to a 4% federal excise tax
(Excise Tax) to the extent it fails to distribute to its shareholders by the end of any calendar year an amount equal to at least the sum of (1) 98% of its ordinary income for the calendar year plus (2) 98.2% of its net capital
gains for the twelve months ended October 31 of such year plus (3) any ordinary income and net capital gains for previous years that was not distributed during those years. Generally, each Fund may make sufficient distributions to avoid
liability for federal income and excise taxes, but can give no assurance that all or a portion of such liability will be avoided.
The Trust has the right to reject an order to purchase Shares of a Fund if the purchaser (or group of purchasers) would, on obtaining the ordered Shares, own 80% or more of the Funds outstanding
Shares and if, pursuant to sections 351 and 362 of the Internal Revenue Code, the Fund would have a basis in the Deposit Securities to be received in exchange for the ordered Shares different from their market value on the date of deposit. The Trust
also has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination.
Taxation of Shareholders.
Distributions from a Funds net investment income and net short-term gain, if any, are generally taxable as ordinary income (except for QDI, as described
below). Distributions a shareholder reinvests in additional Shares through the means of a dividend reinvestment service will be taxable to the shareholder to the same extent as if the distributions had been received in cash. Distributions to a
shareholder of net capital gain, if any, are taxable as long-term capital gains, regardless of how long the shareholder has held his or her Shares. Distributions of ordinary income and capital gains may also be subject to state and local taxes.
Dividends a Fund declares in October, November, or December and pays to shareholders of record in one of those months during
the following January are treated as having been received by the shareholders on December 31 of the year the distributions were declared.
If, for any taxable year, the total distributions a Fund makes exceed its current and accumulated earnings and profits, the excess will, for federal income tax purposes, be tax-free to each shareholder up
to the amount of the shareholders basis in his or her Shares and thereafter as gain from the sale of those Shares. The amount so treated as tax-free will reduce the shareholders adjusted basis in his or her Shares, thereby increasing his
or her potential gain or reducing his or her potential loss on the subsequent sale of those Shares.
The sale or redemption
(disposition) of Shares may give rise to a capital gain or loss, which generally will be treated as long-term capital gain or loss if the Shares have been held for more than one year and otherwise as short-term capital gain or loss.
Long-term capital gains of individual shareholders generally are subject to federal income tax at the 15%/20% maximum rates noted above. In addition, a Funds distributions to those shareholders of QDI will qualify for federal income taxation
at those rates, provided that certain holding period and other requirements are met by the Fund and the shareholder. Each Fund will report to shareholders annually the amount of distributions taxable as ordinary income (from net investment income
and net short-term gain), the amount of distributions from net capital gain, and the portion of dividends that may qualify as QDI.
A loss realized on a disposition of Shares may be disallowed if other Shares are acquired (whether through the automatic reinvestment of distributions or otherwise) within a 61-day period beginning thirty
days before and ending thirty days after the date that the Shares are disposed of. In such a case, the basis in the acquired Shares
93
must be adjusted to reflect the disallowed loss. Any loss on a shareholders disposition of Shares held for six months or less will be treated as long-term capital loss to the extent of any
capital gain distributions received by the shareholder.
An individual is required to pay a 3.8% federal tax on the lesser of
(1) the individuals net investment income, which generally will include dividends and other distributions a Fund pays and gains recognized from the disposition of Shares, or (2) the excess of the individuals
modified adjusted gross income over $200,000 for single taxpayers ($250,000 for married persons filing jointly). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. Shareholders
should consult their own tax advisors regarding the effect, if any, this provision may have on their investment in Shares.
A
shareholder who wants to use the average basis method for determining his or her basis in Shares must elect to do so in writing (which may be electronic) with the broker through which he or she purchased the Shares. A shareholder who wishes to use a
different Internal Revenue Service (IRS)-acceptable method for basis determination (
e.g.
, a specific identification method) may elect to do so. Shareholders are urged to consult with their brokers regarding the application of the
basis determination rules to them.
If more than 50% of the value of a Funds total assets at the close of any taxable
year consists of securities of foreign corporations, it will be eligible to, and may, file an election for that year with the IRS that would enable its shareholders to benefit from any foreign tax credit or deduction available with respect to any
foreign taxes it pays. Pursuant to the election, the electing Fund would treat those taxes as dividends paid to its shareholders and each shareholder (1) would be required to include in gross income, and treat as paid by the shareholder, the
shareholders proportionate share of those taxes, (2) would be required to treat that share of those taxes and of any dividend the Fund paid that represents income from foreign sources as the shareholders own income from those
sources, and (3) could either use the foregoing information in calculating the foreign tax credit against the shareholders federal income tax or, alternatively, deduct the foreign taxes deemed paid by the shareholder in computing taxable
income. If a Fund makes this election for a taxable year, it will report to its shareholders shortly after that year their respective shares of the foreign taxes it paid and its foreign-source income for that year.
Individual shareholders who have no more than $300 ($600 for married persons filing jointly) of creditable foreign taxes included on Forms
1099 and all of whose foreign-source income is qualified passive income may elect each taxable year to be exempt from the extremely complicated foreign tax credit limitation for federal income tax purposes (about which shareholders may
wish to consult their tax advisers), in which event they would be able to claim a foreign tax credit without having to file the detailed Form 1116 that otherwise is required. No deduction for foreign taxes may be claimed by a shareholder who does
not itemize deductions. A shareholder who or that is a nonresident alien individual or foreign entity (a foreign shareholder) may not deduct or claim a credit for foreign taxes in determining its U.S. income tax liability unless the Fund
dividends paid to it are effectively connected with the foreign shareholders conduct of a trade or business within the United States (effectively connected).
Each Fund must withhold and remit to the U.S. Treasury 28% of distributions of ordinary income, capital gains, and any cash received on redemption of Creation Units (regardless of the extent to which gain
or loss may be realized) otherwise payable to any individual shareholder who fails to certify that the taxpayer identification number furnished to the Fund is correct or who furnishes an incorrect number (together with the withholding described in
the next sentence, backup withholding). Withholding at that rate also is required from each Funds dividends and capital gain distributions otherwise payable to such a shareholder who is subject to backup withholding for any other
reason. Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholders federal income tax liability or refunded. When establishing an account, an investor must certify under penalty of perjury
that such number is correct and that the investor is not otherwise subject to backup withholding.
Distributions of ordinary
income paid to a foreign shareholder that are not effectively connected will generally be subject to a 30% U.S. withholding tax unless a reduced rate of withholding or a withholding exemption is provided under an applicable treaty. However, foreign
shareholders will generally not be subject to
94
withholding or income tax on gains realized on the sale of Shares or on net capital gain distributions unless (1) the gain or distribution is effectively connected or (2) in the case of
an individual, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or distribution and certain other conditions are met; those gains and distributions will generally be
subject to federal income taxation at regular income tax rates. Furthermore, for each Funds current taxable year, it may, under certain circumstances, report all or a portion of a dividend as an interest-related dividend or a
short-term capital gain dividend, which generally will be exempt from the 30% withholding tax, provided certain other requirements are met. Foreign shareholders are urged to consult their own tax advisors concerning the applicability of
the federal withholding tax. Nonresident alien individuals also may be subject to federal estate tax.
Foreign Account Tax
Compliance Act (FATCA).
Under FATCA, foreign entities, referred to as foreign financial institutions (FFIs) or non-financial foreign entities (NFFEs), that are shareholders in a Fund may be subject to a generally nonrefundable 30%
withholding tax on (a) income dividends paid by the Fund after June 30, 2014, and (b) certain capital gain distributions and the proceeds of a sale (or redemption) of Fund shares paid after December 31, 2016. As discussed in more
detail, below, the FATCA withholding tax generally can be avoided (1) by an FFI, if it reports certain information regarding direct and indirect ownership of financial accounts held by U.S. persons with the FFI and (2) by an NFFE, if it
(i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have any such owners, reports information relating to them to the withholding agent. The U.S. Treasury has negotiated intergovernmental agreements (IGAs)
with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA; entities in those countries may be required to comply with the terms of
the IGA instead of U.S. Treasury regulations.
An FFI can avoid FATCA withholding by becoming a participating FFI,
which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Internal Revenue Code. Under such an agreement, a participating FFI agrees to (1) verify and document whether it has U.S.
accountholders, (2) report certain information regarding their accounts to the IRS, and (3) meet certain other specified requirements.
An FFI resident in a country that has entered into a Model I IGA with the United States must report to the government of that country (pursuant to the terms of the applicable IGA and applicable law),
which will, in turn, report to the IRS. An FFI resident in a Model II IGA country generally must comply with U.S. regulatory requirements, with certain exceptions, including the treatment of recalcitrant accountholders. An FFI resident in a
Model I or Model II country that complies with whichever of the foregoing applies will be exempt from FATCA withholding.
An NFFE that is the beneficial owner of a payment from a Fund can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name,
address and taxpayer identification number of each such owner. The NFFE will report to the Fund or other applicable withholding agent, which will, in turn, report information to the IRS.
Such foreign shareholders also may fall into certain exempt, excepted, or deemed compliant categories established by U.S. Treasury
regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in a Fund will need to provide the Fund with documentation properly certifying the entitys status under FATCA in order to avoid FATCA withholding. The
requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the application of these requirements
to their own situation.
Taxation of Fund Investments.
Each Fund may make investments that are subject to
special federal income tax rules, such as investments in non-U.S. corporations classified as passive foreign investment companies. Those rules can, among other things, affect the timing of the recognition of income or gain, the treatment
of income as capital or ordinary, and the treatment of capital gain or loss as long-term or short-term. The application of those special rules would therefore also affect the amount, timing and character of distributions a Fund makes and could
require a Fund to borrow money or dispose of some of its investments earlier than anticipated in order to meet its distribution requirements.
95
Investment income received by the Funds from sources within foreign countries may be subject
to foreign income tax withheld at the source, and the amount of tax withheld generally will be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries that entitle the Fund to a reduced rate of,
or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the control of the individual
country. Information required on these forms may not be available, such as shareholder information; therefore, the Fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and
restrictive timing requirements which may cause the Fund to not receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Fund on the sale or disposition of securities of that country to
taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Funds assets to be invested in various countries is not known.
Some futures contracts, foreign currency contracts traded in the interbank market, and nonequity options (
i.e.
, certain
listed options, such as those on a broad-based securities index)except any securities futures contract that is not a dealer securities futures contract (both as defined in the Internal Revenue Code) and any
interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreementin which a Fund invests may be subject to Internal Revenue Code
section 1256 (collectively, Section 1256 contracts). Any Section 1256 contracts a Fund holds at the end of its taxable year (and generally for purposes of the Excise Tax, on October 31 of each year) must be marked to market
(that is, treated as having been sold at that time for their fair market value) for federal tax purposes, with the result that unrealized gains or losses will be treated as though they were realized. Sixty percent of any net gain or loss recognized
on these deemed sales, and 60% of any net realized gain or loss from any actual sales of Section 1256 contracts, will be treated as long-term capital gain or loss, and the balance will be treated as short-term capital gain or loss; however, certain
foreign currency gains or losses arising from Section 1256 contracts will be treated as ordinary income or loss. These rules may operate to increase the amount that a Fund must distribute to satisfy the Distribution Requirement (
i.e.
,
with respect to the portion treated as short-term capital gain, which will be includible in investment company taxable income and thus taxable to its shareholders as ordinary income when distributed to them), and to increase the net capital gain a
Fund recognizes, even though the Fund may not have closed the transactions and received cash to pay the distributions. A Fund may elect not to have the foregoing rules apply to any mixed straddle (that is, a straddle, which the Fund
clearly identifies in accordance with applicable regulations, at least one (but not all) of the positions of which are Section 1256 contracts), although doing so may have the effect of increasing the relative proportion of short-term capital gain
(distributions of which are taxable to its shareholders as ordinary income) and thus increasing the amount of dividends it must distribute.
Offsetting positions a Fund enters into or holds in any actively traded security, option, futures, or forward contract may constitute a straddle for federal income tax purposes. Straddles are
subject to certain rules that may affect the amount, character, and timing of recognition of a Funds gains and losses with respect to positions of the straddle by requiring, among other things, that (1) loss realized on disposition of one
position of a straddle be deferred to the extent of any unrealized gain in an offsetting position until the latter position is disposed of, (2) the Funds holding period for certain straddle positions not begin until the straddle is
terminated (possibly resulting in gain being treated as short-term rather than long-term capital gain), and (3) losses recognized with respect to certain straddle positions, that otherwise would constitute short-term capital losses, be treated
as
long-term
capital losses. Applicable regulations also provide certain wash sale rules, which apply to transactions where a position is sold at a loss and a new offsetting position is acquired
within a prescribed period, and short sale rules applicable to straddles. Different elections are available to each Fund, which may mitigate the effects of the straddle rules, particularly with respect to mixed straddles.
Securities Lending.
While securities are loaned out by a Fund, the Fund will generally receive from the
borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made in lieu of dividends are not considered dividend income. These distributions will neither qualify for the
reduced rate of federal income taxation for individuals on QDI, if otherwise available, nor
96
the dividends-received deduction for corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest may not qualify for the pass-through of foreign tax
credits/deductions to shareholders described above.
* * * * *
The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Shares should
consult their own tax advisors as to the tax consequences of investing in Shares, including under federal, state, local and other tax laws. Finally, the foregoing discussion is based on applicable provisions of the Internal Revenue Code,
regulations, judicial authority, and administrative interpretations in effect on the date hereof; changes in any applicable authority could materially affect the conclusions discussed above, possibly retroactively, and such changes often occur.
FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS CONTRACTS
Each Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized
gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indices required to be marked-to-market will be 60% long-term
and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. Each Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to
the extent of any unrecognized gains on offsetting positions held by the Fund.
In order for a Fund to continue to qualify for
federal income tax treatment as a RIC, at least 90% of its gross income for a taxable year must be derived from qualifying income, i.e., dividends, interest, income derived from loans or securities, gains from the sale of securities or of foreign
currencies or other income derived with respect to the Funds business of investing in securities (including net income derived from an interest in certain qualified publicly traded partnerships). It is anticipated that any net gain
realized from the closing out of futures or options contracts will be considered gain from the sale of securities or derived with respect to each Funds business of investing in securities and therefore will be qualifying income for purposes of
the 90% gross income requirement.
Each Fund distributes to shareholders at least annually any net capital gains which have
been recognized for federal income tax purposes, including unrealized gains at the end of the Funds fiscal year on futures or options transactions. Such distributions are combined with distributions of capital gains realized on a Funds
other investments and shareholders are advised on the nature of the distributions.
DETERMINATION
OF NAV
The following information should be read in conjunction with the section in the Prospectus entitled Net Asset
Value.
The Custodian calculates and determines the NAV per Share as of the close of the regular trading session on NYSE
(ordinarily 4:00 p.m., Eastern Time) on each day that such exchange is open. NAV is calculated by deducting all of a Funds liabilities from the total value of its assets and dividing the result by the number of Shares outstanding, rounding to
the nearest cent. All valuations are subject to review by the Trusts Board or its delegate. In determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations are available are valued at
market value. Securities listed or traded on an exchange generally are valued at the last sales price or official closing price of the exchange where the security primarily is traded.
Debt and securities not listed on an exchange normally are valued on the basis of prices provided by independent pricing services. The
Adviser may use various pricing services or discontinue the use of any pricing service at any time. When price quotes are not readily available, securities will be valued using pricing provided from independent pricing services or by another method
that the Adviser, in its judgment, believes will better reflect the securities fair value in accordance with the Trusts valuation policies and procedures approved by the Board.
97
Even when market quotations are available, they may be stale or unreliable because the
security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which
the security trades and the close of NYSE and when a Fund calculates its NAV. Events that may cause the last market quotation to be unreliable include a merger or insolvency, events which affect a geographical area or an industry segment, such as
political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where the Adviser determines that the closing price of the security is
unreliable, the Adviser will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing involves subjective judgments, and it is possible that a fair value determination for a security is materially
different than the value that could be realized upon the sale of that security. With respect to securities that are primarily listed on foreign exchanges, the value of a Funds portfolio securities may change on days when you will not be able
to purchase or sell your Shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The following information supplements and should be read in conjunction with the section in the Prospectus entitled Dividends, Other
Distributions and Taxes.
General Policies.
Ordinarily, dividends from net
investment income, if any, are declared and paid quarterly by each Fund (except for the PowerShares High Yield Equity Dividend Achievers
Portfolio and PowerShares Financial Preferred Portfolio, which declare and pay dividends from net investment income monthly). Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis. The Trust reserves the right to declare special distributions if, in its reasonable discretion, such action is
necessary or advisable to preserve the status of each Fund as a RIC or to avoid imposition of income tax or Excise Tax on undistributed income.
Dividends and other distributions on Shares are distributed, as described below, on a
pro rata
basis to Beneficial Owners of the Shares. Dividend payments are made through DTC Participants and
Indirect Participants to Beneficial Owners then of record with proceeds received from a Fund.
Dividend Reinvestment
Service.
No reinvestment service is provided by the Trust. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of Shares for reinvestment of their distributions. Beneficial
Owners should contact their broker to determine the availability and costs of the service and the details of participation therein. Brokers may require Beneficial Owners to adhere to specific procedures and timetables.
MISCELLANEOUS INFORMATION
Counsel.
K&L Gates LLP, 70 W. Madison Street, Suite 3100, Chicago, Illinois 60602, and 1601 K Street, N.W., Washington, DC 20006, serves as legal counsel to the Trust.
Independent Registered Public Accounting Firm.
PricewaterhouseCoopers LLP, One North Wacker Drive, Chicago, Illinois
60606, serves as the Funds independent registered public accounting firm. PricewaterhouseCoopers LLP audits the Funds financial statements and performs other related audit services.
FINANCIAL STATEMENTS
The audited financial statements, including the financial highlights appearing in the Trusts Annual Report to shareholders for the fiscal year ended April 30, 2013 and filed electronically with
the SEC, are incorporated by reference and made part of this SAI. You may request a copy of the Trusts Annual Report at no charge by calling 800.551.0903 during normal business hours.
98
APPENDIX A
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
PROXY VOTING POLICYOVERVIEW
Invesco PowerShares Capital Management
LLC (Invesco PowerShares) has adopted proxy voting policies with respect to securities owned by the exchange-traded funds (ETFs) for which it serves as investment adviser and has the authority to vote proxies. Invesco
PowerShares proxy voting policies are designed to ensure that proxies are voted in the best interests of an ETF. With respect to implementation of its proxy voting policies, Invesco PowerShares:
1) applies its proxy voting policies consistently;
2) documents the reasons for voting;
3) maintains records of voting activities; and
4) monitors to ensure voting recommendations of an independent service provider are in the best interests of shareholders.
Proxy Voting
Invesco
PowerShares has retained Glass Lewis & Co. to provide in-depth proxy research and has retained Broadridge to provide vote execution and the recordkeeping services necessary for tracking proxy voting for the ETFs. Invesco PowerShares intends
to vote according to Glass Lewis & Co.s voting recommendations. Glass Lewis & Co. specializes in providing a variety of fiduciary-level services related to proxy voting. Please see Exhibit A, Glass Lewis & Co. Proxy
Paper Policy Guidelines-An Overview of the Glass Lewis Approach to Proxy Advice 2010 Proxy Season.
Conflict of Interest
Invesco PowerShares maintains policies and procedures that are designed to prevent any relationship between the issuer of the proxy (or
any shareholder of the issuer) and a Fund, a Funds affiliates (if any), Invesco PowerShares or Invesco PowerSharess affiliates, from having undue influence on Invesco PowerSharess proxy voting activity. A conflict of interest might
exist, for example, when an issuer who is soliciting proxy votes also has a client relationship with Invesco PowerShares, when a client of Invesco PowerShares is involved in a proxy contest (such as a corporate director), or when one of Invesco
PowerSharess employees has a personal interest in a proxy matter. When a conflict of interest arises, in order to ensure that proxies are voted solely in the best interest of the Funds and their shareholders, Invesco PowerShares either will
vote in accordance its written policies or engage an independent fiduciary as a further safeguard against potential conflicts of interest or as otherwise required by applicable law.
Share blocking
Invesco PowerShares may choose not to vote proxies in
certain situations or for certain accounts either where it deems the cost of doing so to be prohibitive or where the exercise of voting rights could restrict the ability of an ETFs portfolio manager to freely trade the security in question.
For example, in accordance with local law or business practices, many foreign companies prevent the sale of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting
(share blocking). Due to these restrictions, Invesco PowerShares must balance the benefits of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the
most advantageous time. For companies in countries with share blocking periods, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine
items. Accordingly Invesco PowerShares will not vote those proxies in the absence of an unusual or significant vote.
A-1
Special Policy
With respect to the PowerShares Global Listed Private Equity Portfolio, PowerShares CEF Income Composite Portfolio, PowerShares KBW High Dividend Yield Financial Portfolio, PowerShares Financial Preferred
Portfolio and PowerShares Senior Loan Portfolio, the Adviser will vote proxies in accordance with Section 12(d)(1)(E), which requires that the Adviser vote the shares in the portfolio of the PowerShares Global Listed Private Equity Portfolio,
PowerShares CEF Income Composite Portfolio, PowerShares KBW High Dividend Yield Financial Portfolio, PowerShares Financial Preferred Portfolio and PowerShares Senior Loan Portfolio in the same proportion as the vote of all other holders of such
security.
A-2
Exhibit A
Proxy Paper Guidelines
2013 PROXY SEASON
United States
AN OVERVIEW OF THE GLASS LEWIS APPROACH TO PROXY ADVICE
A-3
Column B Routine Requested Reports
TABLE OF CONTENTS
A-4
Column B Routine Requested Reports
A-5
Column B Routine Requested Reports
I.
|
OVERVIEW OF SIGNIFICANT UPDATES FOR 2013
|
Glass Lewis evaluates these guidelines on an ongoing basis and formally updates them on an annual basis. This year weve made noteworthy enhancements in the following areas, which are summarized
below but discussed in greater detail throughout this document:
BOARD RESPONSIVENESS TO A SIGNIFICANT SHAREHOLDER VOTE
|
|
|
Weve included a general section clarifying our long-standing approach in this area. Glass Lewis believes that any time 25% or more of
shareholders vote against the recommendation of management, the board should demonstrate some level of engagement and responsiveness to address the shareholder concerns.
|
THE ROLE OF A COMMITTEE CHAIRMAN
|
|
|
Weve included a general section explaining our analysis of the role of a committee chairman. Glass Lewis believes that a designated committee
chairman maintains primary responsibility for the actions of his or her respective committee. As such, many of our committee-specific vote recommendations deal with the applicable committee chair rather than the entire committee (depending on the
seriousness of the issue). However, in cases where we would ordinarily recommend voting against a committee chairman but the chair is not specified, we apply the following general rules, which apply throughout our guidelines:
|
|
|
|
If there is no committee chair, we recommend voting against the longest-serving committee member or, if the longest-serving committee member cannot be
determined, the longest-serving board member serving on the committee (i.e. in either case, the senior director);
|
|
|
|
If there is no committee chair, but multiple senior directors serving on the committee, we recommend voting against both (or all) such senior
directors.
|
PUBLIC COMPANY EXECUTIVES AND EXCESSIVE BOARD MEMBERSHIPS
|
|
|
We typically recommend voting against a director who serves as an executive officer of any public company while serving on more than two other public
company boards. However, we will not recommend voting against the director at the company where he or she serves as an executive officer, only at the other public companies where he or she serves on the board.
|
EQUITY-BASED COMPENSATION PLAN PROPOSALS
|
|
|
Weve added an item to our list of overarching principles on which we evaluate equity compensation plans, namely, that plans should not count
shares in ways that understate the potential dilution, or cost, to common shareholders. This refers to inverse full-value award multipliers.
|
EXCLUSIVE FORUM PROVISIONS
|
|
|
While our general approach to exclusive forum provisions remains unchangedthat we recommend that shareholders vote against any bylaw or charter
amendment seeking to adopt such a provisionwe further explain that in certain cases we may support such a provision if the company: (i) provides a compelling argument on why the provision would directly benefit shareholders;
(ii) provides evidence of abuse of legal process in other, non-favored jurisdictions; and (iii) maintains a strong record of good corporate governance practices.
|
REAL ESTATE INVESTMENT TRUSTS
|
|
|
Weve included a general section on REITs and our approach to evaluating preferred stock issuances at these firms.
|
BUSINESS DEVELOPMENT COMPANIES
|
|
|
Weve included a new section on our approach to analyzing business development companies and requests to sell shares at prices below Net Asset
Value.
|
A-6
Column B Routine Requested Reports
II.
|
A BOARD OF DIRECTORS THAT SERVES THE INTERESTS OF SHAREHOLDERS
|
ELECTION OF DIRECTORS
The purpose of Glass
Lewis proxy research and advice is to facilitate shareholder voting in favor of governance structures that will drive performance, create shareholder value and maintain a proper tone at the top. Glass Lewis looks for talented boards with a
record of protecting shareholders and delivering value over the medium- and long-term. We believe that boards working to protect and enhance the best interests of shareholders are independent, have directors with diverse backgrounds, have a record
of positive performance, and have members with a breadth and depth of relevant experience.
Independence
The independence of directors, or lack thereof, is ultimately demonstrated through the decisions they make. In assessing
the independence of directors, we will take into consideration, when appropriate, whether a director has a track record indicative of making objective decisions. Likewise, when assessing the independence of directors we will also examine when a
directors service track record on multiple boards indicates a lack of objective decision-making. Ultimately, we believe the determination of whether a director is independent or not must take into consideration both compliance with the
applicable independence listing requirements as well as judgments made by the director.
We look at each director nominee to
examine the directors relationships with the company, the companys executives, and other directors. We do this to evaluate whether personal, familial, or financial relationships (not including director compensation) may impact the
directors decisions. We believe that such relationships make it difficult for a director to put shareholders interests above the directors or the related partys interests. We also believe that a director who owns more than
20% of a company can exert disproportionate influence on the board and, in particular, the audit committee.
Thus, we put
directors into three categories based on an examination of the type of relationship they have with the company:
Independent
Director
An independent director has no material financial, familial or other current relationships with the company, its executives, or other board members, except for board service and standard fees paid for that service. Relationships
that existed within three to five years
1
before the
inquiry are usually considered current for purposes of this test.
In our view, a director who is currently serving
in an interim management position should be considered an insider, while a director who previously served in an interim management position for less than one year and is no longer serving in such capacity is considered independent. Moreover, a
director who previously served in an interim management position for over one year and is no longer serving in such capacity is considered an affiliate for five years following the date of his/her resignation or departure from the interim management
position. Glass Lewis applies a three-year look-back period to all directors who have an affiliation with the company other than former employment, for which we apply a five-year look-back.
Affiliated Director
An affiliated director has a material financial, familial or other relationship with the company or its
executives, but is not an employee of the company.
2
This
includes directors whose
1
|
NASDAQ originally proposed a five-year look-back period but both it and the NYSE ultimately settled on a three-year look-back prior to finalizing their rules. A
five-year standard is more appropriate, in our view, because we believe that the unwinding of conflicting relationships between former management and board members is more likely to be complete and final after five years. However, Glass Lewis does
not apply the five-year look-back period to directors who have previously served as executives of the company on an interim basis for less than one year.
|
2
|
If a company classifies one of its non-employee directors as non-independent, Glass Lewis will classify that director as an affiliate.
|
A-7
Column B Routine Requested Reports
employers have a material financial relationship with the
company.
3
In addition, we view a director who owns or
controls 20% or more of the companys voting stock as an affiliate.
4
We view 20% shareholders as affiliates because they typically have access to and
involvement with the management of a company that is fundamentally different from that of ordinary shareholders. More importantly, 20% holders may have interests that diverge from those of ordinary holders, for reasons such as the liquidity (or lack
thereof) of their holdings, personal tax issues, etc.
Definition of
Material
: A material relationship is
one in which the dollar value exceeds:
|
|
|
$50,000 (or where no amount is disclosed) for directors who are paid for a service they have agreed to perform for the company, outside of their
service as a direc-tor, including professional or other services; or
|
|
|
|
$120,000 (or where no amount is disclosed) for those directors employed by a professional services firm such as a law firm, investment bank, or
consulting firm where the company pays the firm, not the individual, for services. This dollar limit would also apply to charitable contributions to schools where a board member is a professor; or charities where a director serves on the board or is
an executive;
5
and any aircraft and real estate dealings
between the company and the directors firm; or
|
|
|
|
1% of either companys consolidated gross revenue for other business relation-ships (e.g., where the director is an executive officer of a company
that provides services or products to or receives services or products from the company).
6
|
Definition of
Familial
: Familial
relationships include a persons spouse, parents, children, siblings, grandparents, uncles, aunts, cousins, nieces, nephews, in-laws, and anyone (other than domestic employees) who shares such persons home. A director is an affiliate if
the director has a family member who is employed by the company and who receives com-pensation of $120,000 or more per year or the compensation is not disclosed.
Definition of
Company
: A company includes any parent or subsidiary in a group with the company or any entity that merged with, was acquired by, or acquired the company.
Inside Director
An inside director simultaneously serves as a director and as an employee of the company. This category may
include a chairman of the board who acts as an employee of the company or is paid as an employee of the company. In our view, an inside director who derives a greater amount of income as a result of affiliated transactions with the company rather
than through compensation paid by the
3
|
We allow a five-year grace period for former executives of the company or merged companies who have consulting agreements with the surviving company. (We do not
automatically recommend voting against directors in such cases for the first five years.) If the consulting agreement persists after this five-year grace period, we apply the materiality thresholds outlined in the definition of material.
|
4
|
This includes a director who serves on a board as a representative (as part of his or her basic responsibilities) of an in-vestment firm with greater than 20%
ownership. However, while we will generally consider him/her to be affiliated, we will not recommend voting against unless (i) the investment firm has disproportionate board representation or (ii) the director serves on the audit
committee.
|
5
|
We will generally take into consideration the size and nature of such charitable entities in relation to the companys size and industry along with any other
relevant factors such as the directors role at the charity. However, unlike for other types of related party transactions, Glass Lewis generally does not apply a look-back period to affiliated relationships involving charitable contributions;
if the relationship ceases, we will consider the director to be independent.
|
6
|
This includes cases where a director is employed by, or closely affiliated with, a private equity firm that profits from an acquisition made by the company. Unless
disclosure suggests otherwise, we presume the director is affiliated.
|
A-8
Column B Routine Requested Reports
company (i.e., salary, bonus, etc. as a company employee) faces a conflict between making decisions that are in the best interests of the company versus those in the directors own best
interests. Therefore, we will recommend voting against such a director.
Voting Recommendations on the Basis of Board
Independence
Glass Lewis believes a board will be most effective in protecting shareholders interests if it is at
least two-thirds independent. We note that each of the Business Roundtable, the Conference Board, and the Council of Institutional Investors advocates that two-thirds of the board be independent. Where more than one-third of the members are
affiliated or inside directors, we typically
7
recommend
voting against some of the inside and/or affiliated directors in order to satisfy the two-thirds threshold.
In the case of a
less than two-thirds independent board, Glass Lewis strongly supports the existence of a presiding or lead director with authority to set the meeting agendas and to lead sessions outside the insider chairmans presence.
In addition, we scrutinize avowedly independent chairmen and lead directors. We believe that they should be unquestionably
independent or the company should not tout them as such.
Committee Independence
We believe that only independent directors should serve on a companys audit, compensation, nominating, and governance
committees.
8
We typically recommend that shareholders vote
against any affiliated or inside director seeking appointment to an audit, compensation, nominating, or governance committee, or who has served in that capacity in the past year.
Independent Chairman
Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and chairman creates a better governance structure than a combined CEO/chairman position. An executive
manages the business according to a course the board charts. Executives should report to the board regarding their performance in achieving goals the board set. This is needlessly complicated when a CEO chairs the board, since a CEO/chairman
presumably will have a significant influence over the board.
It can become difficult for a board to fulfill its role of
overseer and policy setter when a CEO/chairman controls the agenda and the boardroom discussion. Such control can allow a CEO to have an entrenched position, leading to longer-than-optimal terms, fewer checks on management, less scrutiny of the
business operation, and limitations on independent, shareholder-focused goal-setting by the board.
A CEO should set the
strategic course for the company, with the boards approval, and the board should enable the CEO to carry out the CEOs vision for accomplishing the boards objectives. Failure to achieve the boards objectives should lead the
board to replace that CEO with someone in whom the board has confidence.
Likewise, an independent chairman can better oversee
executives and set a pro-shareholder agenda without the management conflicts that a CEO and other executive insiders often face. Such oversight and concern for shareholders allows for a more proactive and effective board of directors that is better
able to look out for the interests of shareholders.
7
|
With a staggered board, if the affiliates or insiders that we believe should not be on the board are not up for election, we will express our concern regarding those
directors, but we will not recommend voting against the other affiliates or insiders who are up for election just to achieve two-thirds independence. However, we will consider recommending vot-ing against the directors subject to our concern at
their next election if the concerning issue is not resolved.
|
8
|
We will recommend voting against an audit committee member who owns 20% or more of the companys stock, and we believe that there should be a maximum of one
director (or no directors if the committee is comprised of less than three directors) who owns 20% or more of the companys stock on the compensation, nominating, and governance committees.
|
A-9
Column B Routine Requested Reports
Further, it is the boards responsibility to select a chief executive who can best serve a company and its
shareholders and to replace this person when his or her duties have not been appropriately fulfilled. Such a replacement becomes more difficult and happens less frequently when the chief executive is also in the position of overseeing the board.
Glass Lewis believes that the installation of an independent chairman is almost always a positive step from a corporate
governance perspective and promotes the best interests of shareholders. Further, the presence of an independent chairman fosters the creation of a thoughtful and dynamic board, not dominated by the views of senior management. Encouragingly, many
companies appear to be moving in this directionone study even indicates that less than 12 percent of incoming CEOs in 2009 were awarded the chairman title, versus 48 percent as recently as 2002.
9
Another study finds that 41 percent of S&P 500 boards now
separate the CEO and chairman roles, up from 26 percent in 2001, although the same study found that of those companies, only 21 percent have truly independent chairs.
10
We do not recommend that shareholders vote against CEOs who chair the board. However, we typically encourage our clients to support separating the roles of chairman and CEO whenever that question is posed
in a proxy (typically in the form of a shareholder proposal), as we believe that it is in the long-term best interests of the company and its shareholders.
Performance
The most crucial test of a
boards commitment to the company and its shareholders lies in the actions of the board and its members. We look at the performance of these individuals as directors and executives of the company and of other companies where they have served.
Voting Recommendations on the Basis of Performance
We disfavor directors who have a record of not fulfilling their responsibilities to shareholders at any company where they have held a
board or executive position. We typically recommend voting against:
1. A director who fails to attend a
minimum of 75% of board and applicable committee meetings, calculated in the aggregate.
11
2. A director who belatedly filed a significant form(s) 4
or 5, or who has a pattern of late filings if the late filing was the directors fault (we look at these late filing situations on a case-by-case basis).
3. A director who is also the CEO of a company where a serious and material restatement has occurred after the CEO had previously certified the pre-restatement financial statements.
4. A director who has received two against recommendations from Glass Lewis for identical reasons
within the prior year at different companies (the same situation must also apply at the company being analyzed).
5. All directors who served on the board if, for the last three years, the companys performance has been in
the bottom quartile of the sector and the directors have not taken reasonable steps to address the poor performance.
9
|
Ken Favaro, Per-Ola Karlsson and Gary Neilson. CEO Succession 2000-2009: A Decade of Convergence and Compres-sion. Booz & Company (from
Strategy+Business, Issue 59, Summer 2010).
|
10
|
Spencer Stuart Board Index, 2011, p. 6
|
11
|
However, where a director has served for less than one full year, we will typically not recommend voting against for failure to attend 75% of meetings. Rather, we will
note the poor attendance with a recommendation to track this issue going forward. We will also refrain from recommending to vote against directors when the proxy discloses that the di-rector missed the meetings due to serious illness or other
extenuating circumstances.
|
A-10
Column B Routine Requested Reports
Board Responsiveness to a Significant Shareholder Vote
Glass Lewis believes that any time 25% or more of shareholders vote against the recommendation of management, the board
should demonstrate some level of engagement and responsiveness to address the shareholder concerns. These include instances when 25% or more of shareholders (excluding abstentions and broker non-votes): WITHOLD votes from (or vote AGAINST) a
director nominee, vote AGAINST a management-sponsored proposal, or vote FOR a shareholder proposal. In our view, a 25% threshold is significant enough to warrant a close examination of the underlying issues and an evaluation of whether or not the
board responded appropriately following the vote. While the 25% threshold alone will not automatically generate a negative vote recommendation from Glass Lewis on a future proposal (e.g. to recom-mend against a director nominee, against a say-on-pay
proposal, etc.), it will bolster our argument to vote against managements recommendation in the event we determine that the board did not respond appropriately.
As a general framework, our evaluation of board responsiveness involves a review of publicly available disclosures (e.g. the proxy statement, annual report, 8-Ks, company website, etc.) released following
the date of the companys last annual meeting up through the publication date of our most current Proxy Paper. Depending on the specific issue, our focus typically includes, but is not limited to, the following:
|
|
|
At the board level, any changes in directorships, committee memberships, disclosure of related party transactions, meeting attendance, or other
responsibilities.
|
|
|
|
Any revisions made to the companys articles of incorporation, bylaws or other governance documents.
|
|
|
|
Any press or news releases indicating changes in, or the adoption of, new company policies, business practices or special reports.
|
|
|
|
Any modifications made to the design and structure of the companys compensation program.
|
Our Proxy Paper analysis will include a case-by-case assessment of the specific elements of board responsiveness that we examined along
with an explanation of how that assessment impacts our current vote recommendations.
The Role of a Committee Chairman
Glass Lewis believes that a designated committee chairman maintains primary responsibility for the actions of his or her
respective committee. As such, many of our committee-specific vote recommendations deal with the applicable committee chair rather than the entire committee (depending on the seriousness of the issue). However, in cases where we would ordinarily
recommend voting against a committee chairman but the chair is not specified, we apply the following general rules, which apply throughout our guidelines:
|
|
|
If there is no committee chair, we recommend voting against the longest-serving committee member or, if the longest-serving committee member cannot be
determined, the longest-serving board member serving on the committee (i.e. in either case, the senior director);
|
|
|
|
If there is no committee chair, but multiple senior directors serving on the committee, we recommend voting against both (or all) such senior
directors.
|
In our view, companies should provide clear disclosure of which director is charged with
overseeing each committee. So in cases where that simple framework is ignored and a reasonable analysis cannot determine which committee member is the designated leader, we believe shareholder action against the longest serving committee member(s)
is warranted. Again, this only applies if we would ordinarily recommend voting against the committee chair but there is either no such position or no designated director in such role.
On the contrary, in cases where there is a designated committee chair and the recommendation is to vote against the committee chair but
the chair is not up for election because the board is staggered, we do not recommend voting against any members of the committee who are up for election; rather, we will simply express our concern with regard to the committee chair.
A-11
Column B Routine Requested Reports
Audit Committees and Performance
Audit committees play an integral role in overseeing the financial reporting process because [v] ibrant and
stable capital markets depend on, among other things, reliable, transparent, and objective financial information to support an efficient and effective capital market process. The vital oversight role audit committees play in the process of producing
financial information has never been more
important.
12
When assessing an audit committees performance, we are aware that an audit committee does not prepare financial statements, is not
responsible for making the key judgments and assumptions that affect the financial statements, and does not audit the numbers or the disclosures provided to investors. Rather, an audit committee member monitors and oversees the process and
procedures that management and auditors perform. The 1999 Report and Recommendations of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees stated it best:
A proper and well-functioning system exists, therefore, when the three main groups responsible for financial reportingthe full board
including the audit committee, financial management including the internal auditors, and the outside auditorsform a three legged stool that supports responsible financial disclosure and active participatory oversight. However, in
the view of the Committee, the audit committee must be first among equals in this process, since the audit committee is an extension of the full board and hence the ultimate monitor of the process.
Standards for Assessing the Audit Committee
For an audit committee to function effectively on investors behalf, it must include members with sufficient knowledge to diligently carry out their responsibilities. In its audit and accounting
recommendations, the Conference Board Commission on Public Trust and Private Enterprise said members of the audit committee must be independent and have both knowledge and experience in auditing financial matters.
13
We are skeptical of audit committees where there are members that lack expertise as a Certified Public Accountant (CPA), Chief Financial
Officer (CFO) or corporate controller or similar experience. While we will not necessarily vote against members of an audit committee when such expertise is lacking, we are more likely to vote against committee members when a problem such as a
restatement occurs and such expertise is lacking.
Glass Lewis generally assesses audit committees against the decisions they
make with respect to their oversight and monitoring role. The quality and integrity of the financial statements and earnings reports, the completeness of disclosures necessary for investors to make informed decisions, and the effectiveness of the
internal controls should provide reasonable assurance that the financial statements are materially free from errors. The independence of the external auditors and the results of their work all provide useful information by which to assess the audit
committee.
When assessing the decisions and actions of the audit committee, we typically defer to its judgment and would vote
in favor of its members, but we would recommend voting against the following members under the following
circumstances:
14
1. All members of the audit committee when options were backdated, there is a lack of adequate controls in place,
there was a resulting restatement, and disclosures indicate there was a lack of documentation with respect to the option grants.
12
|
Audit Committee EffectivenessWhat Works Best. PricewaterhouseCoopers. The Institute of Internal Auditors Re-search Foundation. 2005.
|
13
|
Commission on Public Trust and Private Enterprise. The Conference Board. 2003.
|
14
|
As discussed under the section labeled Committee Chairman, where the recommendation is to vote against the committee chair but the chair is not up for
election because the board is staggered, we do not recommend voting against the members of the committee who are up for election; rather, we will simply express our concern with regard to the committee chair.
|
A-12
Column B Routine Requested Reports
2. The audit committee chair, if the
audit committee does not have a financial expert or the committees financial expert does not have a demonstrable financial background sufficient to understand the financial issues unique to public companies.
3. The audit committee chair, if the audit committee did not meet at least 4 times during the year.
4. The audit committee chair, if the committee has less than three members.
5. Any audit committee member who sits on more than three public company audit committees, unless the audit
committee member is a retired CPA, CFO, controller or has similar experience, in which case the limit shall be four committees, taking time and availability into consideration including a review of the audit committee members attendance at all
board and committee meetings.
15
6. All members of an audit committee who are up for election and who served on the committee at the time of the
audit, if audit and audit-related fees total one-third or less of the total fees billed by the auditor.
7. The audit committee chair when tax and/or other fees are greater than audit and audit-related fees paid to the
auditor for more than one year in a row (in which case we also recommend against ratification of the auditor).
8. All members of an audit committee where non-audit fees include fees for tax services (including, but not limited
to, such things as tax avoidance or shelter schemes) for senior executives of the company. Such services are now prohibited by the Public Company Accounting Oversight Board (PCAOB).
9. All members of an audit committee that reappointed an auditor that we no longer consider to be independent for
reasons unrelated to fee proportions.
10. All members of an audit committee when audit fees are
excessively low, especially when compared with other companies in the same industry.
11. The audit
committee chair
16
if the committee failed to put auditor
ratification on the ballot for shareholder approval. However, if the non-audit fees or tax fees exceed audit plus audit-related fees in either the current or the prior year, then Glass Lewis will recommend voting against the entire audit committee.
12. All members of an audit committee where the auditor has resigned and reported that a section
10A
17
letter has been issued.
13. All members of an audit committee at a time when material accounting fraud occurred at the company.
18
15
|
Glass Lewis may exempt certain audit committee members from the above threshold if, upon further analysis of relevant factors such as the directors experience,
the size, industry-mix and location of the companies involved and the directors attendance at all the companies, we can reasonably determine that the audit committee member is likely not hindered by multiple audit committee commitments.
|
16
|
As discussed under the section labeled Committee Chairman, in all cases, if the chair of the committee is not specified, we recommend voting against the
director who has been on the committee the longest.
|
17
|
Auditors are required to report all potential illegal acts to management and the audit committee unless they are clearly inconsequential in nature. If the audit
committee or the board fails to take appropriate action on an act that has been determined to be a violation of the law, the independent auditor is required to send a section 10A letter to the SEC. Such letters are rare and therefore we believe
should be taken seriously.
|
18
|
Recent research indicates that revenue fraud now accounts for over 60% of SEC fraud cases, and that companies that engage in fraud experience significant negative
abnormal stock price declinesfacing bankruptcy, delisting, and material asset sales at much higher rates than do non-fraud firms (Committee of Sponsoring Organizations of the Treadway Commission. Fraudulent Financial Reporting:
1998-2007. May 2010).
|
A-13
Column B Routine Requested Reports
14. All members of an audit committee at a time when annual and/or multiple quarterly
financial statements had to be restated, and any of the following factors apply:
|
|
|
The restatement involves fraud or manipulation by insiders;
|
|
|
|
The restatement is accompanied by an SEC inquiry or investigation;
|
|
|
|
The restatement involves revenue recognition;
|
|
|
|
The restatement results in a greater than 5% adjustment to costs of goods sold, operating expense, or operating cash flows; or
|
|
|
|
The restatement results in a greater than 5% adjustment to net income, 10% adjustment to assets or shareholders equity, or cash flows from financing or
investing activities.
|
15. All members of an audit committee if the company repeatedly
fails to file its financial reports in a timely fashion. For example, the company has filed two or more quarterly or annual financial statements late within the last 5 quarters.
16. All members of an audit committee when it has been disclosed that a law enforcement agency has charged the
company and/or its employees with a violation of the Foreign Corrupt Practices Act (FCPA).
17. All
members of an audit committee when the company has aggressive accounting policies and/ or poor disclosure or lack of sufficient transparency in its financial statements.
18. All members of the audit committee when there is a disagreement with the auditor and the auditor resigns or is dismissed (e.g. the company receives an adverse opinion on its
financial statements from the auditor)
19. All members of the audit committee if the contract with the
auditor specifically limits the auditors liability to the company for damages.
19
20. All members of the audit committee who served since
the date of the companys last annual meeting, and when, since the last annual meeting, the company has reported a material weakness that has not yet been corrected, or, when the company has an ongoing material weakness from a prior year that
has not yet been corrected.
We also take a dim view of audit committee reports that are boilerplate, and which provide little
or no information or transparency to investors. When a problem such as a material weakness, restatement or late filings occurs, we take into consideration, in forming our judgment with respect to the audit committee, the transparency of the audit
committee report.
Compensation Committee Performance
Compensation committees have the final say in determining the compensation of executives. This includes deciding the basis on which
compensation is determined, as well as the amounts and types of compensation to be paid. This process begins with the hiring and initial establishment of employment agreements, including the terms for such items as pay, pensions and severance
arrangements. It is important in establishing compensation arrangements that compensation be consistent with, and based on the long-term economic performance of, the businesss long-term shareholders returns.
Compensation committees are also responsible for the oversight of the transparency of compensation. This oversight includes disclosure of
compensation arrangements, the matrix used in assessing pay for performance, and the use of compensation consultants. In order to ensure the independence of the compensation consultant, we believe the compensation committee should only engage a
compensation consultant that is not also providing any services to the company or management apart from their contract with the compensation committee. It is important to investors that they have clear and complete disclosure
19
|
The Council of Institutional Investors. Corporate Governance Policies, p. 4, April 5, 2006; and Letter from Council of Institutional
Investors to the AICPA, November 8, 2006.
|
A-14
Column B Routine Requested Reports
of all the significant terms of compensation arrangements in order to make informed decisions with respect to the oversight and decisions of the compensation committee.
Finally, compensation committees are responsible for oversight of internal controls over the executive compensation process. This includes
controls over gathering information used to determine compensation, establishment of equity award plans, and granting of equity awards. Lax controls can and have contributed to conflicting information being obtained, for example through the use of
nonobjective consultants. Lax controls can also contribute to improper awards of compensation such as through granting of backdated or spring-loaded options, or granting of bonuses when triggers for bonus payments have not been met.
Central to understanding the actions of a compensation committee is a careful review of the Compensation Discussion and Analysis
(CD&A) report included in each companys proxy. We review the CD&A in our evaluation of the overall compensation practices of a company, as overseen by the compensation committee. The CD&A is also integral to the evaluation of
compensation proposals at companies, such as advisory votes on executive compensation, which allow shareholders to vote on the compensation paid to a companys top executives.
When assessing the performance of compensation committees, we will recommend voting against for the following:
20
1. All members of the compensation committee who are up for election and served at the time of poor
pay-for-performance (e.g., a company receives an F grade in our pay-for-performance analysis) when shareholders are not provided with an advisory vote on executive compensation at the annual meeting.
21
2. Any member of the compensation committee who has served on the compensation committee of at least two other
public companies that received F grades in our pay-for-performance model and who is also suspect at the company in question.
3. The compensation committee chair if the company received two D grades in consecutive years in our
pay-for-performance analysis, and if during the past year the Company performed the same as or worse than its
peers.
22
4. All members of the compensation committee (during the relevant time period) if the company entered into
excessive employment agreements and/or severance agreements.
5. All members of the compensation
committee when performance goals were changed (i.e., lowered) when employees failed or were unlikely to meet original goals, or performance-based compensation was paid despite goals not being attained.
20
|
As discussed under the section labeled Committee Chairman, where the recommendation is to vote against the committee chair and the chair is not up for
election because the board is staggered, we do not recommend voting against any members of the committee who are up for election; rather, we will simply express our concern with regard to the committee chair.
|
21
|
Where there are multiple CEOs in one year, we will consider not recommending against the compensation committee but will defer judgment on compensation policies and
practices until the next year or a full year after arrival of the new CEO. In addition, if a company provides shareholders with a say-on-pay proposal and receives an F grade in our pay-for-performance model, we will recommend that shareholders only
vote against the say-on-pay proposal rather than the members of the compensation committee, unless the company exhibits egregious practices. However, if the company receives successive F grades, we will then recommend against the members of the
compensation committee in addition to recommending voting against the say-on-pay proposal.
|
22
|
In cases where the company received two D grades in consecutive years, but during the past year the company per-formed better than its peers or improved from an F to a
D grade year over year, we refrain from recommending to vote against the compensation chair. In addition, if a company provides shareholders with a say-on-pay proposal in this in-stance, we will consider voting against the advisory vote rather than
the compensation committee chair unless the com-pany exhibits unquestionably egregious practices.
|
A-15
Column B Routine Requested Reports
6. All members of the compensation committee if excessive employee perquisites and
benefits were allowed.
7. The compensation committee chair if the compensation committee did not meet
during the year, but should have (e.g., because executive compensation was restructured or a new executive was hired).
8. All members of the compensation committee when the company repriced options or completed a self tender
offer without shareholder approval within the past two years.
9. All members of the compensation
committee when vesting of in-the-money options is accelerated or when fully vested options are granted.
10. All members of the compensation committee when option exercise prices were backdated. Glass Lewis will
recommend voting against an executive director who played a role in and participated in option backdating.
11. All members of the compensation committee when option exercise prices were spring-loaded or otherwise timed
around the release of material information.
12. All members of the compensation committee when a new
employment contract is given to an executive that does not include a clawback provision and the company had a material restatement, especially if the restatement was due to fraud.
13. The chair of the compensation committee where the CD&A provides insufficient or unclear information about
performance metrics and goals, where the CD&A indicates that pay is not tied to performance, or where the compensation committee or management has excessive discretion to alter performance terms or increase amounts of awards in contravention of
previously defined targets.
14. All members of the compensation committee during whose tenure the
committee failed to implement a shareholder proposal regarding a compensation-related issue, where the proposal received the affirmative vote of a majority of the voting shares at a shareholder meeting, and when a reasonable analysis suggests that
the compensation committee (rather than the governance committee) should have taken steps to implement the
request.
23
15. All members of a compensation committee during whose tenure the committee failed to address shareholder
concerns following majority shareholder rejection of the say-on-pay proposal in the previous year. Where the proposal was approved but there was a significant shareholder vote (i.e., greater than 25% of votes cast) against the say-on-pay proposal in
the prior year, if there is no evidence that the board responded accordingly to the vote including actively engaging shareholders on this issue, we will also consider recommending voting against the chairman of the compensation committee or all
members of the compensation committee, depending on the severity and history of the compensation problems and the level of vote against.
Nominating and Governance Committee Performance
The nominating and
governance committee, as an agency for the shareholders, is responsible for the governance by the board of the company and its executives. In performing this role, the board is responsible and accountable for selection of objective and competent
board members. It is also responsible for providing leadership on governance policies adopted by the company, such as decisions to implement shareholder proposals that have received a majority vote.
Consistent with Glass Lewis philosophy that boards should have diverse backgrounds and members with a breadth and depth of relevant
experience, we believe that nominating and governance committees should consider diversity when making director nominations within the context of each specific company and its industry. In our view, shareholders are best served when boards make an
effort to ensure a constituency
23
|
In all other instances (i.e. a non-compensation-related shareholder proposal should have been implemented) we recommend that shareholders vote against the members of
the governance committee.
|
A-16
Column B Routine Requested Reports
that is not only reasonably diverse on the basis of age, race, gender and ethnicity, but also on the basis of geographic knowledge, industry experience and culture.
Regarding the nominating and or governance committee, we will recommend voting against the following:
24
1. All members of the governance committee
25
during whose tenure the board failed to implement a shareholder proposal with a direct and substantial impact on
shareholders and their rightsi.e., where the proposal received enough shareholder votes (at least a majority) to allow the board to implement or begin to implement that proposal.
26
Examples of these types of shareholder proposals are majority vote to elect directors and to declassify the board.
2. The governance committee chair,
27
when the chairman is not independent and an independent lead or presiding director has not been appointed.
28
3. In the absence of a nominating committee, the governance committee chair when there are less than five or the
whole nominating committee when there are more than 20 members on the board.
4. The governance
committee chair, when the committee fails to meet at all during the year.
5. The governance committee
chair, when for two consecutive years the company provides what we consider to be inadequate related party transaction disclosure (i.e. the nature of such transactions and/or the monetary amounts involved are unclear or excessively
vague, thereby preventing an average shareholder from being able to reasonably interpret the independence status of multiple directors above and beyond what the company maintains is compliant with SEC or applicable stock-exchange listing
requirements).
6. The governance committee chair, when during the past year the board adopted a forum
selection clause (i.e. an exclusive forum provision)
29
without shareholder approval, or, if the board is currently seeking shareholder approval of a forum selection clause pursuant to a bundled bylaw amendment rather than as a separate proposal.
24
|
As discussed in the guidelines section labeled Committee Chairman, where we would recommend to vote against the committee chair but the chair is not up for
election because the board is staggered, we do not recommend voting against any members of the committee who are up for election; rather, we will simply express our concern regarding the committee chair.
|
25
|
If the board does not have a governance committee (or a committee that serves such a purpose), we recommend voting against the entire board on this basis.
|
26
|
Where a compensation-related shareholder proposal should have been implemented, and when a reasonable analysis suggests that the members of the compensation committee
(rather than the governance committee) bear the responsibility for failing to implement the request, we recommend that shareholders only vote against members of the compensation committee.
|
27
|
As discussed in the guidelines section labeled Committee Chairman, if the committee chair is not specified, we recommend voting against the director who has
been on the committee the longest. If the longest-serving committee member cannot be determined, we will recommend voting against the longest-serving board member serving on the committee.
|
28
|
We believe that one independent individual should be appointed to serve as the lead or presiding director. When such a position is rotated among directors from meeting
to meeting, we will recommend voting against as if there were no lead or presiding director.
|
29
|
A forum selection clause is a bylaw provision stipulating that a certain state, typically Delaware, shall be the exclusive forum for all intra-corporate disputes (e.g.
shareholder derivative actions, assertions of claims of a breach of fiduciary duty, etc.). Such a clause effectively limits a shareholders legal remedy regarding appropriate choice of venue and relat-ed relief offered under that states
laws and rulings.
|
A-17
Column B Routine Requested Reports
Regarding the nominating committee, we will recommend voting against the following:
30
1. All members of the nominating committee, when the committee nominated or renominated an individual who had a
significant conflict of interest or whose past actions demonstrated a lack of integrity or inability to represent shareholder interests.
2. The nominating committee chair, if the nominating committee did not meet during the year, but should have (i.e., because new directors were nominated or appointed since the time
of the last annual meeting).
3. In the absence of a governance committee, the nominating committee
chair
31
when the chairman is not independent, and an
independent lead or presiding director has not been appointed.
32
4. The nominating committee chair, when there are less
than five or the whole nominating committee when there are more than 20 members on the board.
33
5. The nominating committee chair, when a director
received a greater than 50% against vote the prior year and not only was the director not removed, but the issues that raised shareholder concern were not corrected.
34
Board-level Risk Management Oversight
Glass Lewis evaluates the risk
management function of a public company board on a strictly case-by-case basis. Sound risk management, while necessary at all companies, is particularly important at financial firms which inherently maintain significant exposure to financial risk.
We believe such financial firms should have a chief risk officer reporting directly to the board and a dedicated risk committee or a committee of the board charged with risk oversight. Moreover, many non-financial firms maintain strategies which
involve a high level of exposure to financial risk. Similarly, since many non-financial firms have significant hedging or trading strategies, including financial and non-financial derivatives, those firms should also have a chief risk officer and a
risk committee.
Our views on risk oversight are consistent with those expressed by various regulatory bodies. In its December
2009 Final Rule release on Proxy Disclosure Enhancements, the SEC noted that risk oversight is a key competence of the board and that additional disclosures would improve investor and shareholder understanding of the role of the board in the
organizations risk management practices. The final rules,
30
|
As discussed in the guidelines section labeled Committee Chairman, where we would recommend to vote against the committee chair but the chair is not up for
election because the board is staggered, we do not recommend voting against any members of the committee who are up for election; rather, we will simply express our concern regarding the committee chair.
|
31
|
As discussed under the section labeled Committee Chairman, if the committee chair is not specified, we will rec-ommend voting against the director who has
been on the committee the longest. If the longest-serving committee member cannot be determined, we will recommend voting against the longest-serving board member on the commit-tee.
|
32
|
In the absence of both a governance and a nominating committee, we will recommend voting against the chairman of the board on this basis, unless if the chairman also
serves as the CEO, in which case we will recommend voting against the director who has served on the board the longest.
|
33
|
In the absence of both a governance and a nominating committee, we will recommend voting against the chairman of the board on this basis, unless if the chairman also
serves as the CEO, in which case we will recommend voting against the director who has served on the board the longest.
|
34
|
Considering that shareholder discontent clearly relates to the director who received a greater than 50% against vote rather than the nominating chair, we review the
validity of the issue(s) that initially raised shareholder concern, follow-up on such matters, and only recommend voting against the nominating chair if a reasonable analysis suggests that it would be most appropriate. In rare cases, we will
consider recommending against the nominating chair when a director receives a substantial (i.e., 25% or more) vote against based on the same analysis.
|
A-18
Column B Routine Requested Reports
which became effective on February 28, 2010, now explicitly require companies and mutual funds to describe (while allowing for some degree of flexibility) the boards role in the
oversight of risk.
When analyzing the risk management practices of public companies, we take note of any significant losses or
writedowns on financial assets and/or structured transactions. In cases where a company has disclosed a sizable loss or writedown, and where we find that the companys board-level risk committee contributed to the loss through poor oversight,
we would recommend that shareholders vote against such committee members on that basis. In addition, in cases where a company maintains a significant level of financial risk exposure but fails to disclose any explicit form of board-level risk
oversight (committee or otherwise)
35
, we will consider
recommending to vote against the chairman of the board on that basis. However, we generally would not recommend voting against a combined chairman/CEO except in egregious cases.
Experience
We find that a directors past
conduct is often indicative of future conduct and performance. We often find directors with a history of overpaying executives or of serving on boards where avoidable disasters have occurred appearing at companies that follow these same patterns.
Glass Lewis has a proprietary database of directors serving at over 8,000 of the most widely held U.S. companies. We use this database to track the performance of directors across companies.
Voting Recommendations on the Basis of Director Experience
We typically recommend that shareholders vote against directors who have served on boards or as executives of companies with records of poor performance, inadequate risk oversight, overcompensation,
audit- or accounting-related issues, and/or other indicators of mismanagement or actions against the interests of shareholders.
36
Likewise, we examine the backgrounds of those who serve on key board committees to ensure that they have the required skills and diverse backgrounds to make informed judgments about the subject matter for
which the committee is responsible.
Other Considerations
In addition to the three key characteristicsindependence, performance, experiencethat we use to evaluate board members, we
consider conflict-of-interest issues as well as the size of the board of directors when making voting recommendations.
Conflicts of Interest
We believe board members should be wholly free of identifiable and substantial conflicts of interest, regardless of the overall level of independent directors on the board. Accordingly, we recommend that
shareholders vote against the following types of affiliated or inside directors:
1. A CFO who is on the
board: In our view, the CFO holds a unique position relative to financial reporting and disclosure to shareholders. Because of the critical importance of financial disclosure and reporting, we believe the CFO should report to the board and not be a
member of it.
2. A director who is on an excessive number of boards: We will typically recommend voting
against a director who serves as an executive officer of any public company while serving on more than two other
35
|
A committee responsible for risk management could be a dedicated risk committee, or another board committee, usually the audit committee but occasionally the finance
committee, depending on a given companys board structure and method of disclosure. At some companies, the entire board is charged with risk management.
|
36
|
We typically apply a three-year look-back to such issues and also research to see whether the responsible directors have been up for election since the time of the
failure, and if so, we take into account the percentage of support they received from shareholders.
|
A-19
Column B Routine Requested Reports
public company boards and any other director who serves on more than six public company boards typically receives an against recommendation from Glass Lewis.
37
Academic literature suggests that one board takes up approximately
200 hours per year of each members time. We believe this limits the number of boards on which directors can effectively serve, especially executives at other companies.
38
Further, we note a recent study has shown that the average number of outside board seats held by CEOs of S&P 500
companies is 0.6, down from 0.8 in 2006 and 1.2 in 2001.
39
3. A director, or a director who has an immediate family member, providing material consulting or other
material professional services to the company: These services may include legal, consulting, or financial services. We question the need for the company to have consulting relationships with its directors. We view such relationships as creating
conflicts for directors, since they may be forced to weigh their own interests against shareholder interests when making board decisions. In addition, a companys decisions regarding where to turn for the best professional services may be
compromised when doing business with the professional services firm of one of the companys directors.
4. A director, or a director who has an immediate family member, engaging in airplane, real estate, or similar
deals, including perquisite-type grants from the company, amounting to more than $50,000: Directors who receive these sorts of payments from the company will have to make unnecessarily complicated decisions that may pit their interests against
shareholder interests.
5. Interlocking directorships: CEOs or other top executives who serve on each
others boards create an interlock that poses conflicts that should be avoided to ensure the promotion of shareholder interests above all else.
40
6. All board members who served at a time when a poison pill was adopted without shareholder approval within the prior twelve months.
41
In the event a board is classified and shareholders are therefore
unable to vote against all directors, we will recommend voting against the remaining directors the next year they are up for a shareholder vote.
Size of the Board of Directors
While we do not believe there is a
universally applicable optimum board size, we do believe boards should have at least five directors to ensure sufficient diversity in decision-making and to enable the formation of key board committees with independent directors. Conversely, we
believe that boards with more than 20 members will typically suffer under the weight of too many cooks in the kitchen and have difficulty reaching consensus and making timely decisions. Sometimes the presence of too many voices can make
it difficult to draw on the wisdom and experience in the room by virtue of the need to limit the discussion so that each voice may be heard.
37
|
Glass Lewis will not recommend voting against the director at the company where he or she serves as an executive officer, only at the other public companies where he or
she serves on the board.
|
38
|
Our guidelines are similar to the standards set forth by the NACD in its Report of the NACD Blue Ribbon Commission on Director Professionalism, 2001
Edition, pp. 14-15 (also cited approvingly by the Conference Board in its Corporate Governance Best Practices: A Blueprint for the Post-Enron Era, 2002, p. 17), which suggested that CEOs should not serve on more than 2 additional boards,
persons with full-time work should not serve on more than 4 additional boards, and others should not serve on more than six boards.
|
39
|
Spencer Stuart Board Index, 2011, p. 8.
|
40
|
We do not apply a look-back period for this situation. The interlock policy applies to both public and private companies. We will also evaluate multiple board
interlocks among non-insiders (i.e. multiple directors serving on the same boards at other companies), for evidence of a pattern of poor oversight.
|
41
|
Refer to Section V. Governance Structure and the Shareholder Franchise for further discussion of our policies regarding anti-takeover measures, including poison pills.
|
A-20
Column B Routine Requested Reports
To that end, we typically recommend voting against the
chairman of the nominating committee at a board with fewer than five directors. With boards consisting of more than 20 directors, we typically recommend voting against all members of the nominating committee (or the governance committee, in the
absence of a nominating committee).
42
Controlled Companies
Controlled companies present an exception to our independence recommendations. The boards function is to protect shareholder interests; however, when an individual or entity owns more than 50% of
the voting shares, the interests of the majority of shareholders are the interests of that entity or individual. Consequently, Glass Lewis does not apply our usual two-thirds independence rule and therefore we will not recommend voting against
boards whose composition reflects the makeup of the shareholder population.
Independence Exceptions
The independence exceptions that we make for controlled companies are as follows:
1. We do not require that controlled companies have boards that are at least two-thirds independent. So long as the
insiders and/or affiliates are connected with the controlling entity, we accept the presence of non-independent board members.
2. The compensation committee and nominating and governance committees do not need to consist solely of independent
directors.
|
|
|
We believe that standing nominating and corporate governance committees at controlled companies are unnecessary. Although having a committee charged
with the duties of searching for, selecting, and nominating independent directors can be beneficial, the unique composition of a controlled companys shareholder base makes such committees weak and irrelevant.
|
|
|
|
Likewise, we believe that independent compensation committees at controlled companies are unnecessary. Although independent directors are the best
choice for approving and monitoring senior executives pay, controlled companies serve a unique shareholder population whose voting power ensures the protection of its interests. As such, we believe that having affiliated directors on a
controlled companys compensation committee is acceptable. However, given that a controlled company has certain obligations to minority shareholders we feel that an insider should not serve on the compensation committee. Therefore, Glass Lewis
will recommend voting against any insider (the CEO or otherwise) serving on the compensation committee.
|
3. Controlled companies do not need an independent chairman or an independent lead or presiding director. Although
an independent director in a position of authority on the boardsuch as chairman or presiding directorcan best carry out the boards duties, controlled companies serve a unique shareholder population whose voting power ensures the
protection of its interests.
Size of the Board of Directors
We have no board size requirements for controlled companies.
Audit Committee Independence
We believe that audit committees should
consist solely of independent directors. Regardless of a companys controlled status, the interests of all shareholders must be protected by ensuring the integrity and accuracy of the companys financial statements. Allowing affiliated
directors to oversee the preparation of financial reports could create an insurmountable conflict of interest.
42
|
The Conference Board, at p. 23 in its May 2003 report Corporate Governance Best Practices, Id., quotes one of its roundtable participants as stating,
[w]hen youve got a 20 or 30 person corporate board, its one way of assuring that nothing is ever going to happen that the CEO doesnt want to happen.
|
A-21
Column B Routine Requested Reports
Unofficially Controlled Companies and 20-50% Beneficial Owners
Where an individual or entity owns more than 50% of a companys voting power but the company is not a controlled company
as defined by relevant listing standards, we apply a lower independence requirement of a majority of the board but believe the company should otherwise be treated like another public company; we will therefore apply all other standards as outlined
above.
Similarly, where an individual or entity holds between 20-50% of a companys voting power, but the company is not
controlled and there is not a majority owner, we believe it is reasonable to allow proportional representation on the board and committees (excluding the audit committee) based on the individual or entitys percentage of
ownership.
Exceptions for Recent IPOs
We believe companies that have recently completed an initial public offering (IPO) should be allowed adequate time to fully
comply with marketplace listing requirements as well as to meet basic corporate governance standards. We believe a one-year grace period immediately following the date of a companys IPO is sufficient time for most companies to comply with all
relevant regulatory requirements and to meet such corporate governance standards. Except in egregious cases, Glass Lewis refrains from issuing voting recommendations on the basis of corporate governance best practices (eg. board independence,
committee membership and structure, meeting attendance, etc.) during the one-year period following an IPO.
However, two
specific cases warrant strong shareholder action against the board of a company that completed an IPO within the past year:
1.
Adoption of a poison pill:
in cases where a board implements a poison pill preceding an IPO, we will
consider voting against the members of the board who served during the period of the poison pills adoption if the board (i) did not also commit to submit the poison pill to a shareholder vote within 12 months of the IPO or
(ii) did not provide a sound rationale for adopting the pill and the pill does not expire in three years or less. In our view, adopting such an anti-takeover device unfairly penalizes future shareholders who (except for electing to buy or sell
the stock) are unable to weigh in on a matter that could potentially negatively impact their ownership interest. This notion is strengthened when a board adopts a poison pill with a
5-10
year life immediately
prior to having a public shareholder base so as to insulate management for a substantial amount of time while postponing and/or avoiding allowing public shareholders the ability to vote on the pills adoption. Such instances are indicative of
boards that may subvert shareholders best interests following their IPO.
2.
Adoption of an
exclusive forum provision:
consistent with our general approach to boards that adopt exclusive forum provisions without shareholder approval (refer to our discussion of nominating and governance committee performance in Section I of the
guidelines), in cases where a board adopts such a provision for inclusion in a companys charter or bylaws before the companys IPO, we will recommend voting against the chairman of the govern-ance committee, or, in the absence of such a
committee, the chairman of the board, who served during the period of time when the provision was adopted.
Further,
shareholders should also be wary of companies in this category that adopt supermajority voting requirements before their IPO. Absent explicit provisions in the articles or bylaws stipulating that certain policies will be phased out over a certain
period of time (e.g. a predetermined declassification of the board, a planned separation of the chairman and CEO, etc.) long-term shareholders could find themselves in the predicament of having to attain a supermajority vote to approve future
proposals seeking to eliminate such policies.
Mutual Fund Boards
Mutual funds, or investment companies, are structured differently from regular public companies (i.e., operating companies). Typically,
members of a funds adviser are on the board and management takes on a different role from that of regular public companies. Thus, we focus on a short list of requirements, although many of our guidelines remain the same.
A-22
Column B Routine Requested Reports
The following mutual fund policies are similar to the
policies for regular public companies:
1. Size of the board of directors: The board should be made up of between five
and twenty directors.
2. The CFO on the board: Neither the CFO of the fund nor the CFO of the funds registered
investment adviser should serve on the board.
3. Independence of the audit committee: The audit committee should
consist solely of independent directors.
4. Audit committee financial expert: At least one member of the audit
committee should be designated as the audit committee financial expert.
The following differences from regular public
companies apply at mutual funds:
1. Independence of the board: We believe that three-fourths of an investment
companys board should be made up of independent directors. This is consistent with a proposed SEC rule on investment company boards. The Investment Company Act requires 40% of the board to be independent, but in 2001, the SEC amended the
Exemptive Rules to require that a majority of a mutual fund board be independent. In 2005, the SEC proposed increasing the independence threshold to 75%. In 2006, a federal appeals court ordered that this rule amendment be put back out for public
comment, putting it back into proposed rule status. Since mutual fund boards play a vital role in overseeing the relationship between the fund and its investment manager, there is greater need for independent oversight than there is for
an operating company board.
2. When the auditor is not up for ratification: We do not recommend voting against the
audit committee if the auditor is not up for ratification because, due to the different legal structure of an investment company compared to an operating company, the auditor for the investment company (i.e., mutual fund) does not conduct the same
level of financial review for each investment company as for an operating company.
3. Non-independent chairman: The SEC
has proposed that the chairman of the fund board be independent. We agree that the roles of a mutual funds chairman and CEO should be separate. Although we believe this would be best at all companies, we recommend voting against the chairman
of an investment companys nominating committee as well as the chairman of the board if the chairman and CEO of a mutual fund are the same person and the fund does not have an independent lead or presiding director. Seven former SEC
commissioners support the appointment of an independent chairman and we agree with them that an independent board chairman would be better able to create conditions favoring the long-term interests of fund shareholders than would a chairman
who is an executive of the adviser. (See the comment letter sent to the SEC in support of the proposed rule at http://sec.gov/rules/proposed/s70304/ s70304-179.pdf)
4. Multiple funds overseen by the same director: Unlike service on a public company board, mutual fund boards require much less of a time commitment. Mutual fund directors typically
serve on dozens of other mutual fund boards, often within the same fund complex. The Investment Company Institutes (ICI) Overview of Fund Governance Practices, 1994-2010, indicates that the average number of funds served by an
independent director in 2010 was 49. Absent evidence that a specific director is hindered from being an effective board member at a fund due to service on other funds boards, we refrain from maintaining a cap on the number of outside mutual
fund boards that we believe a director can serve on.
DECLASSIFIED BOARDS
Glass Lewis favors the repeal of staggered boards and the annual election of directors. We believe staggered boards are less accountable
to shareholders than boards that are elected annually. Furthermore, we feel the annual election of directors encourages board members to focus on shareholder interests.
Empirical studies have shown: (i) companies with staggered boards reduce a firms value; and (ii) in the context of hostile takeovers, staggered boards operate as a takeover defense, which
entrenches management, discourages potential acquirers, and delivers a lower return to target shareholders.
In our view, there
is no evidence to demonstrate that staggered boards improve shareholder returns in a takeover context. Research shows that shareholders are worse off when a staggered board blocks a transaction. A study by a group of Harvard Law professors concluded
that companies whose staggered boards prevented a
A-23
Column B Routine Requested Reports
takeover reduced shareholder returns for targets
on the order of eight to ten percent in the nine months after a hostile bid was announced.
43
When a staggered board negotiates a friendly transaction, no
statistically significant difference in premiums occurs.
44
Further, one of those same professors found that charter-based staggered boards reduce the market value of a firm by 4% to 6% of its market capitalization and that staggered boards bring about and not merely reflect this reduction
in market value.
45
A subsequent study reaffirmed
that classified boards reduce shareholder value, finding that the ongoing process of dismantling staggered boards, encouraged by institutional investors, could well contribute to increasing shareholder wealth.
46
Shareholders have increasingly come to agree with this view. In 2011 more than 75% of S&P 500 companies had declassified boards, up
from approximately 41% a decade ago.
47
Clearly, more
shareholders have supported the repeal of classified boards. Resolutions relating to the repeal of staggered boards garnered on average over 70% support among shareholders in 2008, whereas in 1987, only 16.4% of votes cast favored board
declassification.
48
Given the empirical evidence suggesting staggered boards reduce a companys value and the increasing shareholder opposition to such a
structure, Glass Lewis supports the declassification of boards and the annual election of directors.
MANDATORY
DIRECTOR TERM AND AGE LIMITS
Glass Lewis believes that director age and term limits typically are not in
shareholders best interests. Too often age and term limits are used by boards as a crutch to remove board members who have served for an extended period of time. When used in that fashion, they are indicative of a board that has a difficult
time making tough decisions.
Academic literature suggests that there is no evidence of a correlation between
either length of tenure or age and director performance. On occasion, term limits can be used as a means to remove a director for boards that are unwilling to police their membership and to enforce turnover. Some shareholders support term limits as
a way to force change when boards are unwilling to do so.
While we understand that age limits can be a way to force change
where boards are unwilling to make changes on their own, the long-term impact of age limits restricts experienced and potentially valuable board members from service through an arbitrary means. Further, age limits unfairly imply that older (or, in
rare cases, younger) directors cannot contribute to company oversight.
In our view, a directors experience can be a
valuable asset to shareholders because of the complex, critical issues that boards face. However, we support periodic director rotation to ensure a fresh perspective in the boardroom and the generation of new ideas and business strategies. We
believe the board should implement such rotation instead of relying on arbitrary limits. When necessary, shareholders can address the issue of director rotation through director elections.
We believe that shareholders are better off monitoring the boards approach to corporate governance and the boards stewardship
of company performance rather than imposing inflexible rules that dont necessarily correlate with returns or benefits for shareholders.
43
|
Lucian Bebchuk, John Coates IV, Guhan Subramanian, The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium
Participants, 55 Stanford Law Review 885-917 (2002), page 1.
|
44
|
Id. at 2 (Examining a sample of seventy-three negotiated transactions from 2000 to 2002, we find no systematic benefits in terms of higher premia to boards that
have [staggered structures].).
|
45
|
Lucian Bebchuk, Alma Cohen, The Costs of Entrenched Boards (2004).
|
46
|
Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang, Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment, SSRN:
http://ssrn.com/abstract=1706806 (2010), p. 26.
|
47
|
Spencer Stuart Board Index, 2011, p. 14
|
48
|
Lucian Bebchuk, John Coates IV and Guhan Subramanian, The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy, 54 Stanford Law
Review 887-951 (2002).
|
A-24
Column B Routine Requested Reports
However, if a board adopts term/age limits, it should follow
through and not waive such limits. If the board waives its term/age limits, Glass Lewis will consider recommending shareholders vote against the nominating and/or governance committees, unless the rule was waived with sufficient explanation, such as
consummation of a corporate transaction like a merger.
REQUIRING TWO OR MORE NOMINEES PER BOARD SEAT
In an attempt to address lack of access to the ballot, shareholders sometimes propose that the board give shareholders a
choice of directors for each open board seat in every election. However, we feel that policies requiring a selection of multiple nominees for each board seat would discourage prospective directors from accepting nominations. A prospective director
could not be confident either that he or she is the boards clear choice or that he or she would be elected. Therefore, Glass Lewis generally will vote against such proposals.
PROXY ACCESS
Proxy Access has garnered
significant attention in recent years. As in 2012, we expect to see a number of shareholder proposals regarding this topic in 2013 and perhaps even some companies unilaterally adopting some elements of proxy access. However, considering the
uncertainty in this area and the inherent case-by-case nature of those situations, we refrain from establishing any specific parameters at this time.
For a discussion of recent regulatory events in this area, along with a detailed overview of the Glass Lewis approach to Shareholder Proposals regarding Proxy Access, refer to
Glass Lewis
Guidelines on Shareholder Resolutions and Initiatives.
MAJORITY VOTE FOR THE ELECTION OF DIRECTORS
In stark contrast to the failure of shareholder access to gain acceptance, majority voting for the election of directors
is fast becoming the de facto standard in corporate board elections. In our view, the majority voting proposals are an effort to make the case for shareholder impact on director elections on a company-specific basis.
While this proposal would not give shareholders the opportunity to nominate directors or lead to elections where shareholders have a
choice among director candidates, if implemented, the proposal would allow shareholders to have a voice in determining whether the nominees proposed by the board should actually serve as the overseer-representatives of shareholders in the boardroom.
We believe this would be a favorable outcome for shareholders.
During the first half of 2012, Glass Lewis tracked over 35
shareholder proposals seeking to require a majority vote to elect directors at annual meetings in the U.S., roughly on par with what we reviewed in each of the past several years, but a sharp contrast to the 147 proposals tracked during all of 2006.
The large drop in the number of proposals being submitted in recent years compared to 2006 is a result of many companies having already adopted some form of majority voting, including approximately 79% of companies in the S&P 500 index, up from
56% in 2008.49 During 2012 these proposals received on average 61.2% shareholder support (based on for and against votes), up from 54% in 2008.
The plurality vote standard
Today, most US companies still elect directors by a plurality vote standard. Under that standard, if one shareholder holding only one share votes in favor of a nominee (including himself, if the director
is a shareholder), that nominee wins the election and assumes a seat on the board. The common concern among companies with a plurality voting standard was the possibility that one or more directors would not receive a majority of votes,
resulting in failed elections. This was of particular concern during the 1980s, an era of frequent takeovers and contests for control of companies.
Advantages of a majority vote standard
If a
majority vote standard were implemented, a nominee would have to receive the support of a majority of the shares voted in order to be elected. Thus, shareholders could collectively vote to reject a director they believe
A-25
Column B Routine Requested Reports
will not pursue their best interests. We think that this minimal amount of protection for shareholders is reasonable and will not upset the corporate structure nor reduce the willingness of
qualified shareholder-focused directors to serve in the future.
We believe that a majority vote standard will likely lead to
more attentive directors. Occasional use of this power will likely prevent the election of directors with a record of ignoring shareholder interests in favor of other interests that conflict with those of investors. Glass Lewis will generally
support proposals calling for the election of directors by a majority vote except for use in contested director elections.
In
response to the high level of support majority voting has garnered, many companies have voluntarily taken steps to implement majority voting or modified approaches to majority voting. These steps range from a modified approach requiring directors
that receive a majority of withheld votes to resign (e.g., Ashland Inc.) to actually requiring a majority vote of outstanding shares to elect directors (e.g., Intel).
We feel that the modified approach does not go far enough because requiring a director to resign is not the same as requiring a majority vote to elect a director and does not allow shareholders a
definitive voice in the election process. Further, under the modified approach, the corporate governance committee could reject a resignation and, even if it accepts the resignation, the corporate governance committee decides on the directors
replacement. And since the modified approach is usually adopted as a policy by the board or a board committee, it could be altered by the same board or committee at any time.
A-26
Column B Routine Requested Reports
III.
|
TRANSPARENCY AND INTEGRITY OF FINANCIAL REPORTING
|
AUDITOR RATIFICATION
The auditors role as
gatekeeper is crucial in ensuring the integrity and transparency of the financial information necessary for protecting shareholder value. Shareholders rely on the auditor to ask tough questions and to do a thorough analysis of a companys books
to ensure that the information provided to shareholders is complete, accurate, fair, and that it is a reasonable representation of a companys financial position. The only way shareholders can make rational investment decisions is if the market
is equipped with accurate information about a companys fiscal health. As stated in the October 6, 2008 Final Report of the Advisory Committee on the Auditing Profession to the U.S. Department of the Treasury:
The auditor is expected to offer critical and objective judgment on the financial matters under consideration, and actual and
perceived absence of conflicts is critical to that expectation. The Committee believes that auditors, investors, public companies, and other market participants must understand the independence requirements and their objectives, and that auditors
must adopt a mindset of skepticism when facing situations that may compromise their independence.
As such,
shareholders should demand an objective, competent and diligent auditor who performs at or above professional standards at every company in which the investors hold an interest. Like directors, auditors should be free from conflicts of interest and
should avoid situations requiring a choice between the auditors interests and the publics interests. Almost without exception, shareholders should be able to annually review an auditors performance and to annually ratify a
boards auditor selection. Moreover, in October 2008, the Advisory Committee on the Auditing Profession went even further, and recommended that to further enhance audit committee oversight and auditor accountability
disclosure in
the company proxy statement regarding shareholder ratification [should] include the name(s) of the senior auditing partner(s) staffed on the engagement.
50
On August 16, 2011, the PCAOB issued a Concept Release seeking public comment on ways that audi-tor independence, objectivity and professional skepticism could be enhanced, with a specific empha-sis
on mandatory audit firm rotation. The PCAOB convened several public roundtable meeting during 2012 to further discuss such matters. Glass Lewis believes auditor rotation can ensure both the inde-pendence of the auditor and the integrity of the
audit; we will typically recommend supporting pro-posals to require auditor rotation when the proposal uses a reasonable period of time (usually not less than 5-7 years) particularly at companies with a history of accounting problems.
Voting Recommendations on Auditor Ratification
We generally support managements choice of auditor except when we believe the auditors independence or audit integrity has been compromised. Where a board has not allowed shareholders to
review and ratify an auditor, we typically recommend voting against the audit committee chairman. When there have been material restatements of annual financial statements or material weakness in internal controls, we usually recommend voting
against the entire audit committee.
Reasons why we may not recommend ratification of an auditor include:
1. When audit fees plus audit-related fees total less than the tax fees and/or other non-audit fees.
2. Recent material restatements of annual financial statements, including those resulting in the reporting of material weaknesses
in internal controls and including late filings by the company where the auditor bears some responsibility for the restatement or late filing.
51
50
|
Final Report of the Advisory Committee on the Auditing Profession to the U.S. Department of the Treasury. p. VIII:20, October 6, 2008.
|
51
|
An auditor does not audit interim financial statements. Thus, we generally do not believe that an auditor should be opposed due to a restatement of interim financial
statements unless the nature of the misstatement is clear from a reading of the incorrect financial statements.
|
A-27
Column B Routine Requested Reports
3. When the auditor performs prohibited services such as tax-shelter work, tax services for the CEO or
CFO, or contingent-fee work, such as a fee based on a percentage of economic benefit to the company.
4. When audit fees
are excessively low, especially when compared with other companies in the same industry.
5. When the company has
aggressive accounting policies.
6. When the company has poor disclosure or lack of transparency in its financial
statements.
7. Where the auditor limited its liability through its contract with the company or the audit contract
requires the corporation to use alternative dispute resolution procedures without adequate justification.
8. We also
look for other relationships or concerns with the auditor that might suggest a conflict between the auditors interests and shareholder interests.
PENSION ACCOUNTING ISSUES
A pension accounting
question often raised in proxy proposals is what effect, if any, projected returns on employee pension assets should have on a companys net income. This issue often arises in the executive-compensation context in a discussion of the extent to
which pension accounting should be reflected in business performance for purposes of calculating payments to executives.
Glass
Lewis believes that pension credits should not be included in measuring income that is used to award performance-based compensation. Because many of the assumptions used in accounting for retirement plans are subject to the companys
discretion, management would have an obvious conflict of interest if pay were tied to pension income. In our view, projected income from pensions does not truly reflect a companys performance.
A-28
Column B Routine Requested Reports
IV.
|
THE LINK BETWEEN COMPENSATION AND PERFORMANCE
|
Glass Lewis carefully reviews the compensation awarded to senior executives, as we believe that this is an important area in which the boards priorities are revealed. Glass Lewis strongly believes
execu-tive compensation should be linked directly with the performance of the business the executive is charged with managing. We believe the most effective compensation arrangements provide for an appropriate mix of performance-based short- and
long-term incentives in addition to base salary.
Glass Lewis believes that comprehensive, timely and transparent disclosure of
executive pay is critical to allowing shareholders to evaluate the extent to which the pay is keeping pace with company performance. When reviewing proxy materials, Glass Lewis examines whether the company discloses the performance metrics used to
determine executive compensation. We recognize performance metrics must necessarily vary depending on the company and industry, among other factors, and may include items such as total shareholder return, earning per share growth, return on equity,
return on assets and revenue growth. However, we believe companies should disclose why the specific performance metrics were selected and how the actions they are designed to incentivize will lead to better corporate performance.
Moreover, it is rarely in shareholders interests to disclose competitive data about individual salaries below the senior executive
level. Such disclosure could create internal personnel discord that would be counterproductive for the company and its shareholders. While we favor full disclosure for senior executives and we view pay disclosure at the aggregate level (e.g., the
number of employees being paid over a certain amount or in certain categories) as potentially useful, we do not believe shareholders need or will benefit from detailed reports about individual management employees other than the most senior
executives.
Advisory Vote on Executive Compensation (Say-on-Pay)
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) required most companies
52
to hold an advisory vote on executive compensation at the first
shareholder meeting that occurs six months after enactment of the bill (January 21, 2011).
This practice of allowing
shareholders a non-binding vote on a companys compensation report is standard practice in many non-US countries, and has been a requirement for most companies in the United Kingdom since 2003 and in Australia since 2005. Although Say-on-Pay
proposals are non-binding, a high level of against or abstain votes indicate substantial shareholder concern about a companys compensation policies and procedures.
Given the complexity of most companies compensation programs, Glass Lewis applies a highly nuanced approach when analyzing advisory
votes on executive compensation. We review each companys compensation on a case-by-case basis, recognizing that each company must be examined in the context of industry, size, maturity, performance, financial condition, its historic pay for
performance practices, and any other relevant internal or external factors.
We believe that each company should design and
apply specific compensation policies and practices that are appropriate to the circumstances of the company and, in particular, will attract and retain competent executives and other staff, while motivating them to grow the companys long-term
shareholder value.
Where we find those specific policies and practices serve to reasonably align compensation with
performance, and such practices are adequately disclosed, Glass Lewis will recommend supporting the companys approach. If, however, those specific policies and practices fail to demonstrably link compensation with performance, Glass Lewis will
generally recommend voting against the say-on-pay proposal.
52
|
Small reporting companies (as defined by the SEC as below $75,000,000 in market capitalization) received a two-year reprieve and will only be subject to say-on-pay
requirements beginning at meetings held on or after January 21, 2013.
|
A-29
Column B Routine Requested Reports
Glass Lewis focuses on four main areas when reviewing Say-on-Pay proposals:
|
|
|
The overall design and structure of the Companys executive compensation program including performance metrics;
|
|
|
|
The quality and content of the Companys disclosure;
|
|
|
|
The quantum paid to executives; and
|
|
|
|
The link between compensation and performance as indicated by the Companys current and past pay-for-performance grades We also review any
significant changes or modifications, and rationale for such changes, made to the Companys compensation structure or award amounts, including base salaries.
|
Say-on-Pay Voting Recommendations
In cases
where we find deficiencies in a companys compensation programs design, implementation or management, we will recommend that shareholders vote against the Say-on-Pay proposal. Generally such instances include evidence of a pattern of poor
pay-for-performance practices (i.e., deficient or failing pay for performance grades), unclear or questionable disclosure regarding the overall compensation structure (e.g., limited information regarding benchmarking processes, limited rationale for
bonus performance metrics and targets, etc.), questionable adjustments to certain aspects of the overall compensation structure (e.g., limited rationale for significant changes to performance targets or metrics, the payout of guaranteed bonuses or
sizable retention grants, etc.), and/or other egregious compensation practices.
Although not an exhaustive list, the following
issues when weighed together may cause Glass Lewis to recommend voting against a say-on-pay vote:
|
|
|
Inappropriate peer group and/or benchmarking issues
|
|
|
|
Inadequate or no rationale for changes to peer groups
|
|
|
|
Egregious or excessive bonuses, equity awards or severance payments, including golden handshakes and golden parachutes
|
|
|
|
Targeting overall levels of compensation at higher than median without adequate justification
|
|
|
|
Bonus or long-term plan targets set at less than mean or negative performance levels
|
|
|
|
Performance targets not sufficiently challenging, and/or providing for high potential payouts
|
|
|
|
Performance targets lowered, without justification
|
|
|
|
Discretionary bonuses paid when short- or long-term incentive plan targets were not met
|
|
|
|
Executive pay high relative to peers not justified by outstanding company performance
|
|
|
|
The terms of the long-term incentive plans are inappropriate (please see Long-Term Incentives below)
|
In the instance that a company has simply failed to provide sufficient disclosure of its policies, we may recommend shareholders vote
against this proposal solely on this basis, regardless of the appropriateness of compensation levels.
Additional
Scrutiny for Companies with Significant Opposition in 2012
At companies that received a significant shareholder vote
(anything greater than 25%) against their say on pay proposal in 2012, we believe the board should demonstrate some level of engagement and responsiveness to the shareholder concerns behind the discontent. While we recognize that sweeping changes
cannot be made to a compensation program without due consideration and that a majority of shareholders voted in favor of the proposal, we will look for disclosure in the proxy statement and other publicly-disclosed filings that indicates the
compensation committee is responding to the prior years vote results including engaging with large shareholders
A-30
Column B Routine Requested Reports
to identify the concerns causing the substantial vote against. In the absence of any evidence that the board is actively engaging shareholders on this issue and responding accordingly, we will
recommend holding compensation committee members accountable for a failure to respond in consideration of the level of the vote against and the severity and history of the compensation problems.
Where we identify egregious compensation practices, we may also recommend voting against the compensation committee based on the practices
or actions of its members during the year, such as approving large one-off payments, the inappropriate, unjustified use of discretion, or sustained poor pay for performance practices.
Short-Term Incentives
A short-term bonus or
incentive (STI) should be demonstrably tied to performance. Whenever possible, we believe a mix of corporate and individual performance measures is appropriate. We would normally expect performance measures for STIs to be based on
internal financial measures such as net profit after tax, EPS growth and divisional profitability as well as non-financial factors such as those related to safety, environmental issues, and customer satisfaction. However, we accept variations from
these metrics if they are tied to the Companys business drivers.
Further, the target and potential maximum awards that
can be achieved under STI awards should be disclosed. Shareholders should expect stretching performance targets for the maximum award to be achieved. Any increase in the potential maximum award should be clearly justified to shareholders.
Glass Lewis recognizes that disclosure of some measures may include commercially confidential information. Therefore, we
believe it may be reasonable to exclude such information in some cases as long as the company provides sufficient justification for non-disclosure. However, where a short-term bonus has been paid, companies should disclose the extent to which
performance has been achieved against relevant targets, including disclosure of the actual target achieved.
Where management
has received significant STIs but short-term performance as measured by such indicators as increase in profit and/or EPS growth over the previous year prima facie appears to be poor or negative, we believe the company should provide a clear
explanation why these significant short-term payments were made.
Long-Term Incentives
Glass Lewis recognizes the value of equity-based incentive programs. When used appropriately, they can provide a vehicle for linking an
executives pay to company performance, thereby aligning their interests with those of shareholders. In addition, equity-based compensation can be an effective way to attract, retain and motivate key employees.
There are certain elements that Glass Lewis believes are common to most well-structured long-term incentive (LTI) plans. These
include:
|
|
|
No re-testing or lowering of performance conditions
|
|
|
|
Performance metrics that cannot be easily manipulated by management
|
|
|
|
Two or more performance metrics
|
|
|
|
At least one relative performance metric that compares the companys performance to a relevant peer group or index
|
|
|
|
Performance periods of at least three years
|
|
|
|
Stretching metrics that incentivize executives to strive for outstanding performance
|
|
|
|
Individual limits expressed as a percentage of base salary
|
Performance measures should be carefully selected and should relate to the specific business/industry in which the company operates and, especially, the key value drivers of the companys business.
A-31
Column B Routine Requested Reports
Glass Lewis believes that measuring a companys performance with multiple metrics serves to provide a more
complete picture of the companys performance than a single metric, which may focus too much management attention on a single target and is therefore more susceptible to manipulation. External benchmarks should be disclosed and transparent,
such as total shareholder return (TSR) against a well-selected sector index, peer group or other performance hurdle. The rationale behind the selection of a specific index or peer group should be disclosed. Internal benchmarks (e.g.
earnings per share growth) should also be disclosed and transparent, unless a cogent case for confidentiality is made and fully explained.
We also believe shareholders should evaluate the relative success of a companys compensation programs, particularly existing equity-based incentive plans, in linking pay and performance in
evaluating new LTI plans to determine the impact of additional stock awards. We will therefore review the companys pay-for-performance grade, see below for more information, and specifically the proportion of total compensation that is
stock-based.
Pay for Performance
Glass Lewis believes an integral part of a well-structured compensation package is a successful link between pay and performance. Therefore, Glass Lewis developed a proprietary pay-for-performance model
to evaluate the link between pay and performance of the top five executives at US companies. Our model benchmarks these executives pay and company performance against four peer groups and across seven performance metrics. Using a forced curve
and a school letter-grade system, we grade companies from A-F according to their pay-for-performance linkage. The grades guide our evaluation of compensation committee effectiveness and we generally recommend voting against compensation committee of
companies with a pattern of failing our pay-for-performance analysis.
We also use this analysis to inform our voting decisions
on say-on-pay proposals. As such, if a company receives a failing grade from our proprietary model, we are likely to recommend shareholders to vote against the say-on-pay proposal. However, there may be exceptions to this rule such as when a company
makes significant enhancements to its compensation programs.
Recoupment (Clawback) Provisions
Section 954 of the Dodd-Frank Act requires the SEC to create a rule requiring listed companies to adopt policies for
recouping certain compensation during a three-year look-back period. The rule applies to incentive-based compensation paid to current or former executives if the company is required to prepare an accounting restatement due to erroneous data
resulting from material non-compliance with any financial reporting requirements under the securities laws.
These recoupment
provisions are more stringent than under Section 304 of the Sarbanes-Oxley Act in three respects: (i) the provisions extend to current or former executive officers rather than only to the CEO and CFO; (ii) it has a three-year
look-back period (rather than a twelve-month look-back period); and (iii) it allows for recovery of compensation based upon a financial restatement due to erroneous data, and therefore does not require misconduct on the part of the executive or
other employees.
Frequency of Say-on-Pay
The Dodd-Frank Act also requires companies to allow shareholders a non-binding vote on the frequency of say-on-pay votes, i.e. every one,
two or three years. Additionally, Dodd-Frank requires companies to hold such votes on the frequency of say-on-pay votes at least once every six years.
We believe companies should submit say-on-pay votes to shareholders every year. We believe that the time and financial burdens to a company with regard to an annual vote are relatively small and
incremental and are outweighed by the benefits to shareholders through more frequent accountability. Implementing biannual or triennial votes on executive compensation limits shareholders ability to hold the board accountable for its
compensation practices through means other than voting against the compensation committee. Unless a company provides a compelling rationale or unique circumstances for say-on-pay votes less frequent than annually, we will generally recommend that
shareholders support annual votes on compensation.
A-32
Column B Routine Requested Reports
Vote on Golden Parachute Arrangements
The Dodd-Frank Act also requires companies to provide shareholders with a separate non-binding vote on approval of golden
parachute compensation arrangements in connection with certain change-in-control transactions. However, if the golden parachute arrangements have previously been subject to a say-on-pay vote which shareholders approved, then this required vote is
waived.
Glass Lewis believes the narrative and tabular disclosure of golden parachute arrangements will benefit all
shareholders. Glass Lewis will analyze each golden parachute arrangement on a case-by-case basis, taking into account, among other items: the ultimate value of the payments particularly compared to the value of the transaction, the tenure and
position of the executives in question, and the type of triggers involved (single vs double).
EQUITY-BASED
COMPENSATION PLAN PROPOSALS
We believe that equity compensation awards are useful, when not abused, for retaining
employees and providing an incentive for them to act in a way that will improve company performance. Glass Lewis evaluates equity-based compensation plans using a detailed model and analytical review.
Equity-based compensation programs have important differences from cash compensation plans and bonus programs. Accordingly, our model and
analysis takes into account factors such as plan administration, the method and terms of exercise, repricing history, express or implied rights to reprice, and the presence of evergreen provisions.
Our analysis is primarily quantitative and focused on the plans cost as compared with the businesss operating metrics. We run
twenty different analyses, comparing the program with absolute limits we believe are key to equity value creation and with a carefully chosen peer group. In general, our model seeks to determine whether the proposed plan is either absolutely
excessive or is more than one standard deviation away from the average plan for the peer group on a range of criteria, including dilution to shareholders and the projected annual cost relative to the companys financial performance. Each of the
twenty analyses (and their constituent parts) is weighted and the plan is scored in accordance with that weight.
In our
analysis, we compare the programs expected annual expense with the businesss operating metrics to help determine whether the plan is excessive in light of company performance. We also compare the option plans expected annual cost
to the enterprise value of the firm rather than to market capitalization because the employees, managers and directors of the firm contribute to the creation of enterprise value but not necessarily market capitalization (the biggest difference is
seen where cash represents the vast majority of market capitalization). Finally, we do not rely exclusively on relative comparisons with averages because, in addition to creeping averages serving to inflate compensation, we believe that some
absolute limits are warranted.
We evaluate equity plans based on certain overarching principles:
1. Companies should seek more shares only when needed.
2. Requested share amounts should be small enough that companies seek shareholder approval every three to four years (or more frequently).
3. If a plan is relatively expensive, it should not grant options solely to senior executives and board members.
4. Annual net share count and voting power dilution should be limited.
5. Annual cost of the plan (especially if not shown on the income statement) should be reasonable as a percentage of financial results and should be in line with the peer group.
6. The expected annual cost of the plan should be proportional to the businesss value.
7. The intrinsic value that option grantees received in the past should be reasonable compared with the businesss financial
results.
A-33
Column B Routine Requested Reports
8. Plans should deliver value on a per-employee basis when compared with programs at peer companies.
9. Plans should not permit re-pricing of stock options.
10. Plans should not contain excessively liberal administrative or payment terms.
11. Plans should not count shares in ways that understate the potential dilution, or cost, to common shareholders. This refers to
inverse full-value award multipliers.
12. Selected performance metrics should be challenging and appropriate, and
should be subject to relative performance measurements.
13. Stock grants should be subject to minimum vesting and/or holding
periods sufficient to ensure sustainable performance and promote retention.
Option Exchanges
Glass Lewis views option repricing plans and option exchange programs with great skepticism. Shareholders have substantial risk in owning
stock and we believe that the employees, officers, and directors who receive stock options should be similarly situated to align their interests with shareholder interests.
We are concerned that option grantees who believe they will be rescued from underwater options will be more inclined to take unjustifiable risks. Moreover, a predictable pattern of repricing
or exchanges substantially alters a stock options value because options that will practically never expire deeply out of the money are worth far more than options that carry a risk of expiration.
In short, repricings and option exchange programs change the bargain between shareholders and employees after the bargain has been struck.
There is one circumstance in which a repricing or option exchange program is acceptable: if macroeconomic or industry trends,
rather than specific company issues, cause a stocks value to decline dramatically and the repricing is necessary to motivate and retain employees. In this circumstance, we think it fair to conclude that option grantees may be suffering from a
risk that was not foreseeable when the original bargain was struck. In such a circumstance, we will recommend supporting a repricing only if the following conditions are true:
1. Officers and board members cannot participate in the program;
2. The stock decline mirrors the market or industry price decline in terms of timing and approximates the decline in magnitude;
3. The exchange is value-neutral or value-creative to shareholders using very conservative assumptions and with a
recognition of the adverse selection problems inherent in voluntary programs; and
4. Management and the board make a
cogent case for needing to motivate and retain existing employees, such as being in a competitive employment market.
Option Backdating, Spring-Loading, and Bullet-Dodging
Glass Lewis views option backdating, and the related practices
of spring-loading and bullet-dodging, as egregious actions that warrant holding the appropriate management and board members responsible. These practices are similar to re-pricing options and eliminate much of the downside risk inherent in an option
grant that is designed to induce recipients to maximize shareholder return.
Backdating an option is the act of changing an
options grant date from the actual grant date to an earlier date when the market price of the underlying stock was lower, resulting in a lower exercise price for the option. Since 2006, Glass Lewis has identified over 270 companies that have
disclosed internal or government investigations into their past stock-option grants.
Spring-loading is granting stock options
while in possession of material, positive information that has not been disclosed publicly. Bullet-dodging is delaying the grants of stock options until after the release of material, negative information. This can allow option grants to be made at
a lower price either before the release of
A-34
Column B Routine Requested Reports
positive news or following the release of negative news, assuming the stocks price will move up or down in response to the information. This raises a concern similar to that of insider
trading, or the trading on material non-public information.
The exercise price for an option is determined on the day of
grant, providing the recipient with the same market risk as an investor who bought shares on that date. However, where options were backdated, the executive or the board (or the compensation committee) changed the grant date retroactively. The new
date may be at or near the lowest price for the year or period. This would be like allowing an investor to look back and select the lowest price of the year at which to buy shares.
A 2006 study of option grants made between 1996 and 2005 at 8,000 companies found that option backdating can be an indication of poor
internal controls. The study found that option backdating was more likely to occur at companies without a majority independent board and with a long-serving CEO; both factors, the study concluded, were associated with greater CEO influence on the
companys compensation and governance practices.
53
Where a company granted backdated options to an executive who is also a director, Glass Lewis will recommend voting against
that executive/director, regardless of who decided to make the award. In addition, Glass Lewis will recommend voting against those directors who either approved or allowed the backdating. Glass Lewis feels that executives and directors who either
benefited from backdated options or authorized the practice have breached their fiduciary responsibility to shareholders.
Given the severe tax and legal liabilities to the company from backdating, Glass Lewis will consider recommending voting against members
of the audit committee who served when options were backdated, a restatement occurs, material weaknesses in internal controls exist and disclosures indicate there was a lack of documentation. These committee members failed in their responsibility to
ensure the integrity of the companys financial reports.
When a company has engaged in spring-loading or bullet-dodging,
Glass Lewis will consider recommending voting against the compensation committee members where there has been a pattern of granting options at or near historic lows. Glass Lewis will also recommend voting against executives serving on the board who
benefited from the spring-loading or bullet-dodging.
162(m) Plans
Section 162(m) of the Internal Revenue Code allows companies to deduct compensation in excess of $1 million for the CEO and the next
three most highly compensated executive officers, excluding the CFO, upon shareholder approval of the excess compensation. Glass Lewis recognizes the value of executive incentive programs and the tax benefit of shareholder-approved incentive plans.
We believe the best practice for companies is to provide robust disclosure to shareholders so that they can make
fully-informed judgments about the reasonableness of the proposed compensation plan. To allow for meaningful shareholder review, we prefer that disclosure should include specific performance metrics, a maximum award pool, and a maximum award amount
per employee. We also believe it is important to analyze the estimated grants to see if they are reasonable and in line with the companys peers.
We typically recommend voting against a 162(m) plan where: a company fails to provide at least a list of performance targets; a company fails to provide one of either a total pool or an individual
maximum; or the proposed plan is excessive when compared with the plans of the companys peers.
The companys record
of aligning pay with performance (as evaluated using our proprietary pay-for-performance model) also plays a role in our recommendation. Where a company has a record of setting reasonable pay relative to business performance, we generally recommend
voting in favor of a plan even if the plan caps seem large relative to peers because we recognize the value in special pay arrangements for continued exceptional performance.
53
|
Lucian Bebchuk, Yaniv Grinstein and Urs Peyer. LUCKY CEOs. November, 2006.
|
A-35
Column B Routine Requested Reports
As with all other issues we review, our goal is to provide consistent but contextual advice given the specifics
of the company and ongoing performance. Overall, we recognize that it is generally not in shareholders best interests to vote against such a plan and forgo the potential tax benefit since shareholder rejection of such plans will not curtail
the awards; it will only prevent the tax deduction associated with them.
Director Compensation Plans
Glass Lewis believes that non-employee directors should receive reasonable and appropriate compensation for the time and
effort they spend serving on the board and its committees. Director fees should be competitive in order to retain and attract qualified individuals. But excessive fees represent a financial cost to the company and threaten to compromise the
objectivity and independence of non-employee directors. Therefore, a balance is required. We will consider recommending supporting compensation plans that include option grants or other equity-based awards that help to align the interests of outside
directors with those of shareholders. However, equity grants to directors should not be performance-based to ensure directors are not incentivized in the same manner as executives but rather serve as a check on imprudent risk-taking in executive
compensation plan design.
Glass Lewis uses a proprietary model and analyst review to evaluate the costs of equity plans
compared to the plans of peer companies with similar market capitalizations. We use the results of this model to guide our voting recommendations on stock-based director compensation plans.
A-36
Column B Routine Requested Reports
V.
|
GOVERNANCE STRUCTURE AND THE SHAREHOLDER FRANCHISE
|
ANTI-TAKEOVER MEASURES
Poison
Pills (Shareholder Rights Plans)
Glass Lewis believes that poison pill plans are not generally in shareholders best
interests. They can reduce management accountability by substantially limiting opportunities for corporate takeovers. Rights plans can thus prevent shareholders from receiving a buy-out premium for their stock. Typically we recommend that
shareholders vote against these plans to protect their financial interests and ensure that they have an opportunity to consider any offer for their shares, especially those at a premium.
We believe boards should be given wide latitude in directing company activities and in charting the companys course. However, on an
issue such as this, where the link between the shareholders financial interests and their right to consider and accept buyout offers is substantial, we believe that shareholders should be allowed to vote on whether they support such a
plans implementation. This issue is different from other matters that are typically left to board discretion. Its potential impact on and relation to shareholders is direct and substantial. It is also an issue in which management interests may
be different from those of shareholders; thus, ensuring that shareholders have a voice is the only way to safeguard their interests.
In certain circumstances, we will support a poison pill that is limited in scope to accomplish a particular objective, such as the closing of an important merger, or a pill that contains what we believe
to be a reasonable qualifying offer clause. We will consider supporting a poison pill plan if the qualifying offer clause includes each of the following attributes:
1. The form of offer is not required to be an all-cash transaction;
2. The offer is not required to remain open for more than 90 business days;
3. The offeror is permitted to amend the offer, reduce the offer, or otherwise change the terms;
4. There is no fairness opinion requirement; and
5. There is a low to no premium requirement.
Where these
requirements are met, we typically feel comfortable that shareholders will have the opportunity to voice their opinion on any legitimate offer.
NOL Poison Pills
Similarly, Glass Lewis may consider supporting a limited poison pill in the unique event that a company seeks shareholder approval of a rights plan for the express purpose of preserving Net Operating
Losses (NOLs). While companies with NOLs can generally carry these losses forward to offset future taxable income, Section 382 of the Internal Revenue Code limits companies ability to use NOLs in the event of a change of
ownership.
54
In this case, a company may adopt or
amend a poison pill (NOL pill) in order to prevent an inadvertent change of ownership by multiple investors purchasing small chunks of stock at the same time, and thereby preserve the ability to carry the NOLs forward. Often such NOL
pills have trigger thresholds much lower than the common 15% or 20% thresholds, with some NOL pill triggers as low as 5%.
Glass Lewis evaluates NOL pills on a strictly case-by-case basis taking into consideration, among other factors, the value of the NOLs to
the company, the likelihood of a change of ownership based on the size of the holding and the nature of the larger shareholders, the trigger threshold and whether the term of the plan is limited in duration (i.e., whether it contains a reasonable
sunset provision) or is subject to periodic board review and/or shareholder ratification. However, we will recommend that shareholders vote against a proposal to adopt or amend a pill to include NOL protective provisions if the company
has adopted a more narrowly tailored means of
54
|
Section 382 of the Internal Revenue Code refers to a change of ownership of more than 50 percentage points by one or more 5% shareholders within a
three-year period. The statute is intended to deter the trafficking of net operating losses.
|
A-37
Column B Routine Requested Reports
preventing a change in control to preserve its NOLs. For example, a company may limit share transfers in its charter to prevent a change of ownership from occurring.
Furthermore, we believe that shareholders should be offered the opportunity to vote on any adoption or renewal of a NOL pill regardless of
any potential tax benefit that it offers a company. As such, we will consider recommending voting against those members of the board who served at the time when an NOL pill was adopted without shareholder approval within the prior twelve months and
where the NOL pill is not subject to shareholder ratification.
Fair Price Provisions
Fair price provisions, which are rare, require that certain minimum price and procedural requirements be observed by any party that
acquires more than a specified percentage of a corporations common stock. The provision is intended to protect minority shareholder value when an acquirer seeks to accomplish a merger or other transaction which would eliminate or change the
interests of the minority stockholders. The provision is generally applied against the acquirer unless the takeover is approved by a majority of continuing directors and holders of a majority, in some cases a supermajority as high as
80%, of the combined voting power of all stock entitled to vote to alter, amend, or repeal the above provisions.
The effect of
a fair price provision is to require approval of any merger or business combination with an interested stockholder by 51% of the voting stock of the company, excluding the shares held by the interested stockholder. An interested
stockholder is generally considered to be a holder of 10% or more of the companys outstanding stock, but the trigger can vary.
Generally, provisions are put in place for the ostensible purpose of preventing a back-end merger where the interested stockholder would be able to pay a lower price for the remaining shares of the
company than he or she paid to gain control. The effect of a fair price provision on shareholders, however, is to limit their ability to gain a premium for their shares through a partial tender offer or open market acquisition which typically raise
the share price, often significantly. A fair price provision discourages such transactions because of the potential costs of seeking shareholder approval and because of the restrictions on purchase price for completing a merger or other transaction
at a later time.
Glass Lewis believes that fair price provisions, while sometimes protecting shareholders from abuse in a
takeover situation, more often act as an impediment to takeovers, potentially limiting gains to shareholders from a variety of transactions that could significantly increase share price. In some cases, even the independent directors of the board
cannot make exceptions when such exceptions may be in the best interests of shareholders. Given the existence of state law protections for minority shareholders such as Section 203 of the Delaware Corporations Code, we believe it is in the best
interests of shareholders to remove fair price provisions.
REINCORPORATION
In general, Glass Lewis believes that the board is in the best position to determine the appropriate jurisdiction of incorporation for the
company. When examining a management proposal to reincorporate to a different state or country, we review the relevant financial benefits, generally related to improved corporate tax treatment, as well as changes in corporate governance provisions,
especially those relating to shareholder rights, resulting from the change in domicile. Where the financial benefits are de minimis and there is a decrease in shareholder rights, we will recommend voting against the transaction.
However, costly, shareholder-initiated reincorporations are typically not the best route to achieve the furtherance of shareholder rights.
We believe shareholders are generally better served by proposing specific shareholder resolutions addressing pertinent issues which may be implemented at a lower cost, and perhaps even with board approval. However, when shareholders propose a shift
into a jurisdiction with enhanced shareholder rights, Glass Lewis examines the significant ways would the Company benefit from shifting jurisdictions including the following:
1. Is the board sufficiently independent?
2. Does
the Company have anti-takeover protections such as a poison pill or classified board in place?
A-38
Column B Routine Requested Reports
3. Has the board been previously unresponsive to
shareholders (such as failing to implement a shareholder proposal that received majority shareholder support)?
4. Do
shareholders have the right to call special meetings of shareholders?
5. Are there other material governance issues at
the Company?
6. Has the Companys performance matched or exceeded its peers in the past one and three years?
7. How has the Company ranked in Glass Lewis pay-for-performance analysis during the last three years?
8. Does the company have an independent chairman?
We note, however, that we will only support shareholder proposals to change a companys place of incorporation in exceptional
circumstances.
EXCLUSIVE FORUM PROVISIONS
Glass Lewis believes that charter or bylaw provisions limiting a shareholders choice of legal venue are not in the best interests of
shareholders. Such clauses may effectively discourage the use of shareholder derivative claims by increasing their associated costs and making them more difficult to pursue. As such, shareholders should be wary about approving any limitation on
their legal recourse including limiting themselves to a single jurisdiction (e.g. Delaware) without compelling evidence that it will benefit shareholders.
For this reason, we recommend that shareholders vote against any bylaw or charter amendment seeking to adopt an exclusive forum provision unless the company: (i) provides a compelling argument on why
the provision would directly benefit shareholders; (ii) provides evidence of abuse of legal process in other, non-favored jurisdictions; and (ii) maintains a strong record of good corporate governance practices.
Moreover, in the event a board seeks shareholder approval of a forum selection clause pursuant to a bundled bylaw amendment rather than as
a separate proposal, we will weigh the importance of the other bundled provisions when determining the vote recommendation on the proposal. We will nonetheless recommend voting against the chairman of the governance committee for bundling disparate
proposals into a single proposal (refer to our discussion of nominating and governance committee performance in Section I of the guidelines).
AUTHORIZED SHARES
Glass Lewis believes that adequate capital stock is important to a companys operation. When analyzing a request for additional shares, we typically review four common reasons why a company might
need additional capital stock:
1.
Stock Split
We typically consider three metrics when evaluating whether
we think a stock split is likely or necessary: The historical stock pre-split price, if any; the current price relative to the companys most common trading price over the past 52 weeks; and some absolute limits on stock price that, in our
view, either always make a stock split appropriate if desired by management or would almost never be a reasonable price at which to split a stock.
2.
Shareholder Defenses
Additional authorized shares could be used to bolster takeover defenses such as a poison pill. Proxy filings often discuss the usefulness of
additional shares in defending against or discouraging a hostile takeover as a reason for a requested increase. Glass Lewis is typically against such defenses and will oppose actions intended to bolster such defenses.
3.
Financing for Acquisitions
We look at whether the company has a history of using stock for acquisitions and attempt
to determine what levels of stock have typically been required to accomplish such transactions. Likewise, we look to see whether this is discussed as a reason for additional shares in the proxy.
4.
Financing for Operations
We review the companys cash position and its ability to secure financing through
borrowing or other means. We look at the companys history of capitalization and whether the company has had to use stock in the recent past as a means of raising capital.
A-39
Column B Routine Requested Reports
Issuing additional shares can dilute existing holders in limited circumstances. Further, the availability of
additional shares, where the board has discretion to implement a poison pill, can often serve as a deterrent to interested suitors. Accordingly, where we find that the company has not detailed a plan for use of the proposed shares, or where the
number of shares far exceeds those needed to accomplish a detailed plan, we typically recommend against the authorization of additional shares.
While we think that having adequate shares to allow management to make quick decisions and effectively operate the business is critical, we prefer that, for significant transactions, management come to
shareholders to justify their use of additional shares rather than providing a blank check in the form of a large pool of unallocated shares available for any purpose.
ADVANCE NOTICE REQUIREMENTS
We typically
recommend that shareholders vote against proposals that would require advance notice of shareholder proposals or of director nominees.
These proposals typically attempt to require a certain amount of notice before shareholders are allowed to place proposals on the ballot. Notice requirements typically range between three to six months
prior to the annual meeting. Advance notice requirements typically make it impossible for a shareholder who misses the deadline to present a shareholder proposal or a director nominee that might be in the best interests of the company and its
shareholders.
We believe shareholders should be able to review and vote on all proposals and director nominees. Shareholders
can always vote against proposals that appear with little prior notice. Shareholders, as owners of a business, are capable of identifying issues on which they have sufficient information and ignoring issues on which they have insufficient
information. Setting arbitrary notice restrictions limits the opportunity for shareholders to raise issues that may come up after the window closes.
VOTING STRUCTURE
Cumulative
Voting
Cumulative voting increases the ability of minority shareholders to elect a director by allowing shareholders to
cast as many shares of the stock they own multiplied by the number of directors to be elected. As companies generally have multiple nominees up for election, cumulative voting allows shareholders to cast all of their votes for a single nominee, or a
smaller number of nominees than up for election, thereby raising the likelihood of electing one or more of their preferred nominees to the board. It can be important when a board is controlled by insiders or affiliates and where the companys
ownership structure includes one or more shareholders who control a majority-voting block of company stock.
Glass Lewis
believes that cumulative voting generally acts as a safeguard for shareholders by ensuring that those who hold a significant minority of shares can elect a candidate of their choosing to the board. This allows the creation of boards that are
responsive to the interests of all shareholders rather than just a small group of large holders.
However, academic literature
indicates that where a highly independent board is in place and the company has a shareholder-friendly governance structure, shareholders may be better off without cumulative voting. The analysis underlying this literature indicates that shareholder
returns at firms with good governance structures are lower and that boards can become factionalized and prone to evaluating the needs of special interests over the general interests of shareholders collectively.
We review cumulative voting proposals on a case-by-case basis, factoring in the independence of the board and the status of the
companys governance structure. But we typically find these proposals on ballots at companies where independence is lacking and where the appropriate checks and balances favoring shareholders are not in place. In those instances we typically
recommend in favor of cumulative voting.
Where a company has adopted a true majority vote standard (i.e., where a director
must receive a majority of votes cast to be elected, as opposed to a modified policy indicated by a resignation policy only), Glass Lewis
A-40
Column B Routine Requested Reports
will recommend voting against cumulative voting proposals due to the incompatibility of the two election methods. For companies that have not adopted a true majority voting standard but have
adopted some form of majority voting, Glass Lewis will also generally recommend voting against cumulative voting proposals if the company has not adopted antitakeover protections and has been responsive to shareholders.
Where a company has not adopted a majority voting standard and is facing both a shareholder proposal to adopt majority voting and a
shareholder proposal to adopt cumulative voting, Glass Lewis will support only the majority voting proposal. When a company has both majority voting and cumulative voting in place, there is a higher likelihood of one or more directors not being
elected as a result of not receiving a majority vote. This is because shareholders exercising the right to cumulate their votes could unintentionally cause the failed election of one or more directors for whom shareholders do not cumulate votes.
Supermajority Vote Requirements
Glass Lewis believes that supermajority vote requirements impede shareholder action on ballot items critical to shareholder interests. An example is in the takeover context, where supermajority vote
requirements can strongly limit the voice of shareholders in making decisions on such crucial matters as selling the business. This in turn degrades share value and can limit the possibility of buyout premiums to shareholders. Moreover, we believe
that a supermajority vote requirement can enable a small group of shareholders to overrule the will of the majority shareholders. We believe that a simple majority is appropriate to approve all matters presented to shareholders.
TRANSACTION OF OTHER BUSINESS
We typically recommend that shareholders not give their proxy to management to vote on any other business items that may properly come before an annual or special meeting. In our opinion, granting
unfettered discretion is unwise.
ANTI-GREENMAIL PROPOSALS
Glass Lewis will support proposals to adopt a provision preventing the payment of greenmail, which would serve to prevent companies from
buying back company stock at significant premiums from a certain shareholder. Since a large or majority shareholder could attempt to compel a board into purchasing its shares at a large premium, the anti-greenmail provision would generally require
that a majority of shareholders other than the majority shareholder approve the buyback.
MUTUAL FUNDS:
INVESTMENT POLICIES AND ADVISORY AGREEMENTS
Glass Lewis believes that decisions about a funds structure and/or a
funds relationship with its investment advisor or sub-advisors are generally best left to management and the members of the board, absent a showing of egregious or illegal conduct that might threaten shareholder value. As such, we focus our
analyses of such proposals on the following main areas:
|
|
|
The terms of any amended advisory or sub-advisory agreement;
|
|
|
|
Any changes in the fee structure paid to the investment advisor; and
|
|
|
|
Any material changes to the funds investment objective or strategy.
|
We generally support amendments to a funds investment advisory agreement absent a material change that is not in the best interests
of shareholders. A significant increase in the fees paid to an investment advisor would be reason for us to consider recommending voting against a proposed amendment to an investment advisory agreement. However, in certain cases, we are more
inclined to support an increase in advisory fees if such increases result from being performance-based rather than asset-based. Furthermore, we generally support sub-advisory agreements between a funds advisor and sub-advisor, primarily
because the fees received by the sub-advisor are paid by the advisor, and not by the fund.
In matters pertaining to a
funds investment objective or strategy, we believe shareholders are best served when a funds objective or strategy closely resembles the investment discipline shareholders understood and
A-41
Column B Routine Requested Reports
selected when they initially bought into the fund. As such, we generally recommend voting against amendments to a funds investment objective or strategy when the proposed changes would
leave shareholders with stakes in a fund that is noticeably different than when originally contemplated, and which could therefore potentially negatively impact some investors diversification strategies.
REAL ESTATE INVESTMENT TRUSTS
The complex organizational, operational, tax and compliance requirements of Real Estate Investment Trusts (REITs) provide for a unique shareholder evaluation. In simple terms, a REIT must have
a minimum of 100 shareholders (the 100 Shareholder Test) and no more than 50% of the value of its shares can be held by five or fewer individuals (the 5/50 Test). At least 75% of a REITs assets must be in real estate,
it must derive 75% of its gross income from rents or mortgage interest, and it must pay out 90% of its taxable earnings as dividends. In addition, as a publicly traded security listed on a stock exchange, a REIT must comply with the same general
listing requirements as a publicly traded equity.
In order to comply with such requirements, REITs typically include
percentage ownership limitations in their organizational documents, usually in the range of 5% to 10% of the REITs outstanding shares. Given the complexities of REITs as an asset class, Glass Lewis applies a highly nuanced approach in our evaluation
of REIT proposals, especially regarding changes in authorized share capital, including pre-ferred stock.
Preferred Stock Issuances at REITs
Glass Lewis is generally against the authorization of preferred shares that allows the board to determine the preferences, limitations and rights of the preferred shares (known as blank-check
preferred stock). We believe that granting such broad discretion should be of concern to common shareholders, since blank-check preferred stock could be used as an antitakeover device or in some other fashion that adversely affects the voting
power or financial interests of common shareholders. However, given the requirement that a REIT must distribute 90% of its net income annually, it is inhibited from retaining capital to make investments in its business. As such, we recognize that
equity financing likely plays a key role in a REITs growth and creation of shareholder value. Moreover, shareholder concern regarding the use of preferred stock as an anti-takeover mechanism may be allayed by the fact that most REITs maintain
ownership limitations in their certificates of incorporation. For these reasons, along with the fact that REITs typically do not engage in private placements of preferred stock (which result in the rights of common shareholders being adversely
impacted), we may support requests to authorize shares of blank-check preferred stock at REITs.
BUSINESS
DEVELOPMENT COMPANIES
Business Development Companies (BDCs) were created by the U.S. Congress in 1980; they
are regulated under the Investment Company Act of 1940 and are taxed as regulated investment companies (RICs) under the Internal Revenue Code. BDCs typically operate as publicly traded private equity firms that invest in early stage to
mature private companies as well as small public companies. BDCs realize operating income when their investments are sold off, and therefore maintain complex organizational, operational, tax and compliance requirements that are similar to those of
REITsthe most evident of which is that BDCs must distribute at least 90% of their taxable earnings as dividends.
Authorization to Sell Shares at a Price below Net Asset Value
Considering that BDCs are required to distribute nearly
all their earnings to shareholders, they sometimes need to offer additional shares of common stock in the public markets to finance operations and acquisitions. However, shareholder approval is required in order for a BDC to sell shares of common
stock at a price below Net Asset Value (NAV). Glass Lewis evaluates these proposals using a case-by-case approach, but will recommend supporting such requests if the following conditions are met:
1. The authorization to allow share issuances below NAV has an expiration date of one year or less from the date that shareholders
approve the underlying proposal (i.e. the meeting date);
2. The proposed discount below NAV is minimal (ideally no
greater than 20%);
A-42
Column B Routine Requested Reports
3. The board specifies that the issuance will have a
minimal or modest dilutive effect (ideally no greater than 25% of the Companys then-outstanding common stock prior to the issuance); and
4. A majority of the Companys independent directors who do not have a financial interest in the issuance approve the sale.
In short, we believe BDCs should demonstrate a responsible approach to issuing shares below NAV, by proactively addressing
shareholder concerns regarding the potential dilution of the requested share issuance, and explaining if and how the Companys past below-NAV share issuances have benefitted the Company.
A-43
Column B Routine Requested Reports
VI.
|
COMPENSATION, ENVIRONMENTAL, SOCIAL AND GOVERNANCE SHAREHOLDER INITIATIVES OVERVIEW
|
Glass Lewis typically prefers to leave decisions regarding day-to-day management and policy decisions, including those related to social,
environmental or political issues, to management and the board, except when there is a clear link between the proposal and value enhancement or risk mitigation. We feel strongly that shareholders should not attempt to micromanage the company, its
businesses or its executives through the shareholder initiative process. Rather, we believe shareholders should use their influence to push for governance structures that protect shareholders and promote director accountability. Shareholders should
then put in place a board they can trust to make informed decisions that are in the best interests of the business and its owners, and then hold directors accountable for management and policy decisions through board elections. However, we recognize
that support of appropriately crafted shareholder initiatives may at times serve to promote or protect shareholder value.
To
this end, Glass Lewis evaluates shareholder proposals on a case-by-case basis. We generally recommend supporting shareholder proposals calling for the elimination of, as well as to require shareholder approval of, antitakeover devices such as poison
pills and classified boards. We generally recommend supporting proposals likely to increase and/or protect shareholder value and also those that promote the furtherance of shareholder rights. In addition, we also generally recommend supporting
proposals that promote director accountability and those that seek to improve compensation practices, especially those promoting a closer link between compensation and performance.
For a detailed review of compensation, environmental, social and governance shareholder initiatives, please refer to our comprehensive
proxy paper guidelines on shareholder initiatives.
A-44
Column B Routine Requested Reports
DISCLAIMER
This document sets forth the proxy voting policy and guidelines of Glass, Lewis & Co., LLC. The policies included herein have
been developed based on Glass Lewis experience with proxy voting and corporate governance issues and are not tailored to any specific person. Moreover, these guidelines are not intended to be exhaustive and do not include all potential voting
issues. The information included herein is reviewed periodically and updated or revised as necessary. Glass Lewis is not responsible for any actions taken or not taken on the basis of this information. This document may not be reproduced or
distributed in any manner without the written permission of Glass Lewis.
Copyright
©
2012 Glass, Lewis & Co., LLC. All Rights Reserved.
A-45
Column B Routine Requested Reports
San Francisco
Headquarters
Glass, Lewis & Co., LLC
One Sansome Street
Suite 3300
San Francisco, CA 94104
Tel: +1
415-678-4110
Tel: +1 888-800-7001
Fax: +1 415-357-0200
New York
Glass, Lewis & Co., LLC
48 Wall Street
15th Floor
New York, N.Y. 10005
Tel: +1 212-797-3777
Fax: +1 212-980-4716
Australia
CGI Glass Lewis Pty Limited
Suite 8.01, Level 8,
261 George St
Sydney NSW 2000
Australia
Tel: +61 2 9299 9266
Fax: +61 2 9299 1866
Ireland
Glass Lewis Europe,
Ltd.
6th Floor, Riverpoint
Bishops Quay
Limerick, Ireland
Phone: +353 61 404700
Fax: +353 61
404711
A-46