SEC Company Response from INVESCO EXCHANGE-TRADED FUND TRUST (CIK 0001209466) — Sep 12, 2005
INVESCO EXCHANGE-TRADED FUND TRUST (CIK 0001209466)
Date: Sept. 12, 2005 · CIK: 0001209466 · Accession: 0000897204-05-000165
AI Filing Summary & Sentiment
File numbers found in text: 333-102228, 811-21265
Letter
DIRECT TEL +1 212 878 4931 DIRECT FAX +1 212 878 8375 stuart.strauss@cliffordchance.com September 12, 2005 Mr. Christian T. Sandoe Securities and Exchange Commission Division of Investment Management 450 Fifth Street, N.W. Washington, D.C. 20549
Re: PowerShares Exchange-Traded Fund Trust (File Nos. 333-102228 and 811-21265)
Dear Mr. Sandoe:
Thank you for your telephonic comments regarding the registration statement on Form N-1A (the "Registration Statement") for the PowerShares Dividend Achievers(TM) Portfolio, PowerShares High Growth Rate Dividend Achievers(TM) Portfolio and PowerShares International Dividend Achievers(TM) Portfolio (together, the "Funds"), three separate exchange-traded index funds of the PowerShares Exchange-Traded Fund Trust (the "Trust"), filed with the Securities and Exchange Commission (the "Commission") on June 9, 2005. Below, we describe the changes we have made to the Registration Statement in response to the staff's comments and provide the information you requested.
The Trust has considered your comments and has authorized us to make on its behalf the responses and changes discussed below to the Trust's Registration Statement. These changes will be reflected in Post-Effective Amendment No. 45 to the Trust's Registration Statement, which will be filed on EDGAR.
Prospectus
PowerShares Dividend Achievers(TM) Portfolio, page 5; PowerShares High Growth Rate Dividend Achievers(TM) Portfolio, page 11; PowerShares International Dividend Achievers(TM) Portfolio, page 18
Comment 1. Please clarify the 80% policy of each Fund so that it is consistent with each Fund's 90% policy.
Response 1: We have revised the disclosure accordingly.
PowerShares Dividend Achievers(TM) Portfolio, page 5
Comment 2. Please revise the statement under "Mergent Index Methodology" to state that a company must have raised its annual regular cash dividend for at least each of the last 10 consecutive fiscal years as stated under "Principal Investment Strategies" above to be eligible for inclusion in the Index.
Response 2: We have revised the disclosure accordingly.
PowerShares Dividend Achievers(TM) Portfolio, page 5; PowerShares High Growth Rate Dividend Achievers(TM) Portfolio, page 11; PowerShares International Dividend Achievers(TM) Portfolio, page 18
Comment 3. If the Funds will invest primarily in small and medium-sized companies, please indicate as such in the summary.
Response 3: We have revised the disclosure accordingly.
PowerShares Dividend Achievers(TM) Portfolio--Index Rebalancing, page 6
Comment 4. Please note when the Fund will be rebalanced.
Response 4: We have included the requested disclosure.
PowerShares Dividend Achievers(TM) Portfolio--Fee Table, page 7; PowerShares High Growth Rate Dividend Achievers(TM) Portfolio--Fee Table, page 13; PowerShares International Dividend Achievers(TM) Portfolio--Fee Table, page 20
Comment 5. Please revise the disclosure to note that the expenses borne by the Adviser are subject to reimbursement by the Fund up to three years from the date that the fee or expense was incurred or, alternatively, provide a FAS 5 analysis, specifically noting the facts and circumstances relating to the five year expense reimbursement.
Response 5: The disclosure has been revised to note that the expenses borne by the Adviser are subject to reimbursement by the Fund up to three years from the date that the fee or expense was incurred.
Management of the Funds, page 26
Comment 6. Please note how long Mr. Southard has been with each Fund in addition to the disclosure that states how long he has been with the Adviser.
Response 6: We have included the requested disclosure.
Comment 7. Please include disclosure in the prospectus that states that the discussion of the approval of the investment advisory agreement is available in the Trust's Semi-Annual or Annual Report.
Response 7: Because the Funds are new portfolios of the Trust, the discussion of the approval of the investment advisory agreement has not been included in the Trust's Semi-Annual or Annual Report. Therefore, at this time the discussion of the approval of the investment advisory agreement will be appropriately included in the Funds' Statement of Additional Information.
Net Asset Value, page 32
Comment 8. Please include a discussion of the specific circumstances under which price quotations would not be readily available.
Response 8: We have included the requested disclosure.
Statement of Additional Information
Management, page 11
Comment 9. Please list the term of office of each of the Trustees.
Response 9: We have included the requested disclosure.
Management, page 13
Comment 10. Please include the dollar range of equity securities held by each Trustee in each of the Funds, in addition to the dollar range of equity securities held by each Trustee in the Trust.
Response 10: We have included the requested disclosure.
Portfolio Manager, page 15
Comment 11. Please confirm that the portfolio manager disclosure included in the Statement of Additional Information complies with the requirements of Item 15(b) of Form N-1A.
Response 11: We believe that the current portfolio manager disclosure included in the Funds' Statement of Additional Information complies with the requirements of Item 15(b) of Form N-1A.
Portfolio Holdings Policy, page 22
Comment 12. Identify each entity with which the Trust has an ongoing policy to disclose portfolio holdings; who authorizes the disclosure of portfolio holdings; who is responsible for the oversight and monitoring of the disclosure; who ensures that third parties comply with existing agreements; and note that this disclosure is in the best interests of the Trust's shareholders.
Response 12: The current disclosure states that each Fund's portfolio holdings are publicly disseminated each day that the Fund is open for business. Therefore, we respectfully acknowledge your comment, but believe that the current disclosure is appropriate.
* * *
In addition, we are authorized by our client to acknowledge the following on its behalf:
o the action of the Commission or the staff in declaring the Registration Statement effective does not foreclose the Commission from taking any action with respect to the Registration Statement;
o the action of the Commission or the staff in declaring the Registration Statement effective does not relieve the Trust from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and
o the Trust may not assert the action of the Commission or the staff in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212) 878-4931 or Allison M. Harlow at (212) 878-4988. Thank you.
Sincerely yours,
/s/ Stuart M. Strauss
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Stuart M. Strauss
Partner
DIRECT TEL +1 212 878 4931
DIRECT FAX +1 212 878 8375
stuart.strauss@cliffordchance.com
September 12, 2005
Mr. Christian T. Sandoe
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PowerShares Exchange-Traded Fund Trust
(File Nos. 333-102228 and 811-21265)
Dear Mr. Sandoe:
Thank you for your telephonic comments regarding the registration statement on
Form N-1A (the "Registration Statement") for the PowerShares Dividend
Achievers(TM) Portfolio, PowerShares High Growth Rate Dividend Achievers(TM)
Portfolio and PowerShares International Dividend Achievers(TM) Portfolio
(together, the "Funds"), three separate exchange-traded index funds of the
PowerShares Exchange-Traded Fund Trust (the "Trust"), filed with the Securities
and Exchange Commission (the "Commission") on June 9, 2005. Below, we describe
the changes we have made to the Registration Statement in response to the
staff's comments and provide the information you requested.
The Trust has considered your comments and has authorized us to make on its
behalf the responses and changes discussed below to the Trust's Registration
Statement. These changes will be reflected in Post-Effective Amendment No. 45 to
the Trust's Registration Statement, which will be filed on EDGAR.
Prospectus
PowerShares Dividend Achievers(TM) Portfolio, page 5; PowerShares High Growth
Rate Dividend Achievers(TM) Portfolio, page 11; PowerShares International
Dividend Achievers(TM) Portfolio, page 18
Comment 1. Please clarify the 80% policy of each Fund so that it is
consistent with each Fund's 90% policy.
Response 1: We have revised the disclosure accordingly.
PowerShares Dividend Achievers(TM) Portfolio, page 5
Comment 2. Please revise the statement under "Mergent Index Methodology" to
state that a company must have raised its annual regular cash dividend for
at least each of the last 10 consecutive fiscal years as stated under
"Principal Investment Strategies" above to be eligible for inclusion in the
Index.
Response 2: We have revised the disclosure accordingly.
PowerShares Dividend Achievers(TM) Portfolio, page 5; PowerShares High Growth
Rate Dividend Achievers(TM) Portfolio, page 11; PowerShares International
Dividend Achievers(TM) Portfolio, page 18
Comment 3. If the Funds will invest primarily in small and medium-sized
companies, please indicate as such in the summary.
Response 3: We have revised the disclosure accordingly.
PowerShares Dividend Achievers(TM) Portfolio--Index Rebalancing, page 6
Comment 4. Please note when the Fund will be rebalanced.
Response 4: We have included the requested disclosure.
PowerShares Dividend Achievers(TM) Portfolio--Fee Table, page 7; PowerShares
High Growth Rate Dividend Achievers(TM) Portfolio--Fee Table, page 13;
PowerShares International Dividend Achievers(TM) Portfolio--Fee Table, page 20
Comment 5. Please revise the disclosure to note that the expenses borne by
the Adviser are subject to reimbursement by the Fund up to three years from
the date that the fee or expense was incurred or, alternatively, provide a
FAS 5 analysis, specifically noting the facts and circumstances relating to
the five year expense reimbursement.
Response 5: The disclosure has been revised to note that the expenses
borne by the Adviser are subject to reimbursement by the Fund up to
three years from the date that the fee or expense was incurred.
Management of the Funds, page 26
Comment 6. Please note how long Mr. Southard has been with each Fund in
addition to the disclosure that states how long he has been with the
Adviser.
Response 6: We have included the requested disclosure.
Comment 7. Please include disclosure in the prospectus that states that the
discussion of the approval of the investment advisory agreement is
available in the Trust's Semi-Annual or Annual Report.
Response 7: Because the Funds are new portfolios of the Trust, the
discussion of the approval of the investment advisory agreement has
not been included in the Trust's Semi-Annual or Annual Report.
Therefore, at this time the discussion of the approval of the
investment advisory agreement will be appropriately included in the
Funds' Statement of Additional Information.
Net Asset Value, page 32
Comment 8. Please include a discussion of the specific circumstances under
which price quotations would not be readily available.
Response 8: We have included the requested disclosure.
Statement of Additional Information
Management, page 11
Comment 9. Please list the term of office of each of the Trustees.
Response 9: We have included the requested disclosure.
Management, page 13
Comment 10. Please include the dollar range of equity securities held by
each Trustee in each of the Funds, in addition to the dollar range of
equity securities held by each Trustee in the Trust.
Response 10: We have included the requested disclosure.
Portfolio Manager, page 15
Comment 11. Please confirm that the portfolio manager disclosure included
in the Statement of Additional Information complies with the requirements
of Item 15(b) of Form N-1A.
Response 11: We believe that the current portfolio manager disclosure
included in the Funds' Statement of Additional Information complies
with the requirements of Item 15(b) of Form N-1A.
Portfolio Holdings Policy, page 22
Comment 12. Identify each entity with which the Trust has an ongoing policy
to disclose portfolio holdings; who authorizes the disclosure of portfolio
holdings; who is responsible for the oversight and monitoring of the
disclosure; who ensures that third parties comply with existing agreements;
and note that this disclosure is in the best interests of the Trust's
shareholders.
Response 12: The current disclosure states that each Fund's portfolio
holdings are publicly disseminated each day that the Fund is open for
business. Therefore, we respectfully acknowledge your comment, but
believe that the current disclosure is appropriate.
* * *
In addition, we are authorized by our client to acknowledge the following on its
behalf:
o the action of the Commission or the staff in declaring the Registration
Statement effective does not foreclose the Commission from taking any
action with respect to the Registration Statement;
o the action of the Commission or the staff in declaring the Registration
Statement effective does not relieve the Trust from its full responsibility
for the accuracy and adequacy of the disclosure in the Registration
Statement; and
o the Trust may not assert the action of the Commission or the staff in
declaring the Registration Statement effective as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
If you would like to discuss any of these responses in further detail or if you
have any questions, please feel free to contact me at (212) 878-4931 or Allison
M. Harlow at (212) 878-4988. Thank you.
Sincerely yours,
/s/ Stuart M. Strauss
Stuart M. Strauss
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