UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number | 811-22147 |
|
PowerShares India Exchange-Traded Fund Trust |
(Exact name of registrant as specified in charter) |
|
301 West Roosevelt Road Wheaton, IL | | 60187 |
(Address of principal executive offices) | | (Zip code) |
|
Andrew Schlossberg President 301 West Roosevelt Road Wheaton, IL 60187 |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | (800) 983-0903 | |
|
Date of fiscal year end: | October 31 | |
|
Date of reporting period: | October 31, 2011 | |
| | | | | | | | |
ITEM 1. REPORTS TO STOCKHOLDERS.
The Registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:
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PowerShares India Exchange-Traded Fund Trust
2011 Annual Report to Shareholders
October 31, 2011
PowerShares India Portfolio (PIN)
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Table of Contents
The Market Environment | | | 3 | | |
|
Manager's Analysis | | | 4 | | |
|
Frequency Distribution of Discounts & Premiums | | | 6 | | |
|
Fees and Expenses | | | 7 | | |
|
Consolidated Schedule of Investments | | | 8 | | |
|
Consolidated Statement of Assets and Liabilities | | | 9 | | |
|
Consolidated Statement of Operations | | | 10 | | |
|
Consolidated Statement of Changes in Net Assets | | | 11 | | |
|
Financial Highlights | | | 12 | | |
|
Notes to Consolidated Financial Statements | | | 13 | | |
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Report of Independent Registered Public Accounting Firm | | | 22 | | |
|
Tax Information | | | 23 | | |
|
Trustees and Officers | | | 24 | | |
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The Market Environment
Global equity markets faced headwinds in 2010 and 2011. Notably, several southern European economies, including those of Greece, Spain, Portugal, and Italy, faced solvency concerns amid massive fiscal deficits. The reporting period ended with a market upswing, however, as European leaders took steps to address the Greek sovereign debt issue, expand the bailout fund, and stabilize the banking system.
Market volatility was a common theme during the fiscal year. During mid-2011, Greek sovereign debt concerns and signs of slowing global growth continued to worry investors. In addition, numerous world events caught investors' attention, including the growing unrest in the Middle East and Northern Africa, and the devastating earthquake and tsunami in Japan on March 11th. Renewed credit problems overseas and the market correction that occurred in May, June and August, however, created a more uncertain environment, which prompted many investors to favor safety over risk.
Although Europe's debt status bore the greatest negative macroeconomic heft globally, inflation was the major concern across Asia throughout the year. Fortunately, these concerns started to subside towards the end of the period, with a surprise interest rate decline in Indonesia, inflationary easing in China, and an expected crest in India's inflation rate. The slowdown in inflation rates gave Asian governments the ability to loosen monetary policy as needed to help maintain financial stability and potentially stimulate economic growth. Though inflation rates in China receded from peak levels over the period, China's capacity to continue its economic expansion and serve as the world's growth engine came into question due to a more recent slowdown that negatively affected investor sentiment. The growth numbers in China, however, remained healthy.
In emerging market countries, investors became risk-averse on news of potential defaults in Europe, as well as slowing growth and accounting concerns in China leading to a relatively indiscriminate correction in almost all emerging market countries. Concerns about potential overheating in emerging market economies, coupled with concerns of a potential double-dip recession in developed economies, continued to foster uncertainty about the pace and vigor of a global economic recovery.
India, as measured by the MSCI India GD Index, was down (19.99)% for the fiscal year. This decline was greater than other emerging market countries as India has tended to be more volatile in recent years.
3
Manager's Analysis
PowerShares India Portfolio (ticker: PIN)
The PowerShares India Portfolio (the "Fund") seeks investment results that correspond (before fees and expenses) generally to the price and yield performance of the Indus India Index (the "Index"). The Fund will invest at least 90% of its total assets in securities that comprise the Index and American depositary receipts and global depositary receipts based on the securities in the Index. The Index is designed to replicate the Indian equity markets as a whole. The India Index has 50 constituents, spread among the following sectors: Information Technology, Health Services, Financial Services, Heavy Industry, Consumer Products and Other. The India Index is supervised by an index committee, comprised of representatives of the Indus Advisors LLC, the Index provider and members of academia specializing in emerging markets.
For the fiscal year ended October 31, 2011, on a share price basis, the Fund returned (21.21)%. On an NAV basis, the Fund returned (20.24)%. Over this same year, the Index returned (18.14)%, while the MSCI India GD Index returned (19.99)% and the BSE SENSEX 30 Index returned (21.44)%.
The Fund suffered from negative performance in the energy, financials and utilities sectors, while benefitting marginally from exposure to consumer discretionary and consumer staples sectors. Reliance Industries Ltd., Indian Oil Corp., Ltd. and Reliance Communications Ltd. were the three biggest contributors to the Funds negative performance, having returned (26.31)%, (34.65)% and (59.19)%, respectively. Six of the portfolio's 60 holdings generated a positive return over the period, but only made a combined contribution of 1.79% to the portfolio.
Sector Breakdown (% of the Fund's
Net Assets) as of October 31, 2011
Energy | | | 26.5 | | |
Information Technology | | | 17.1 | | |
Financial Services | | | 12.0 | | |
Materials | | | 8.5 | | |
Consumer Staples | | | 8.0 | | |
Utilities | | | 8.0 | | |
Telecommunication Services | | | 5.5 | | |
Industrials | | | 5.3 | | |
Health Care | | | 4.9 | | |
Consumer Discretionary | | | 4.3 | | |
Time Deposit | | | 1.0 | | |
Other | | | (1.1 | ) | |
Style Allocation (% of the Fund's
Net Assets) as of October 31, 2011
Large-Cap Value | | | 56.3 | | |
Large-Cap Growth | | | 42.4 | | |
Mid-Cap Value | | | 1.3 | | |
Top Ten Fund Holdings (% of the Fund's
Net Assets) as of October 31, 2011
Security | |
Reliance Industries, Ltd. | | | 10.8 | | |
Infosys, Ltd. | | | 10.4 | | |
Oil & Natural Gas Corp., Ltd. | | | 7.9 | | |
Hindustan Unilever, Ltd. | | | 4.7 | | |
Bharti Airtel, Ltd. | | | 4.1 | | |
HDFC Bank, Ltd. | | | 4.0 | | |
Tata Consultancy Services, Ltd. | | | 3.9 | | |
NTPC, Ltd. | | | 3.5 | | |
Indian Oil Corp., Ltd. | | | 2.8 | | |
Housing Development Finance Corp. | | | 2.7 | | |
Total | | | 54.8 | | |
4
Manager's Analysis (Continued)
PowerShares India Portfolio (ticker: PIN)
Growth of a $10,000 Investment Since Inception†
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Fund Performance History (%) As of October 31, 2011
| | | | Avg. Ann.†† | | Fund Inception† | |
| | 1 Year | | 3 Year | | Avg. Ann.†† | | Cumulative | |
Index Indus India Index | | | (18.14 | )% | | | 22.12 | % | | | (3.35 | )% | | | (11.72 | )% | |
MSCI India GD Index | | | (19.99 | )% | | | 24.12 | % | | | (5.10 | )% | | | (17.46 | )% | |
BSE SENSEX 30 Index | | | (21.44 | )% | | | 22.23 | % | | | (4.82 | )% | | | (16.58 | )% | |
S&P 500® Index | | | 8.07 | % | | | 11.41 | % | | | 0.58 | % | | | 2.13 | % | |
Fund Net Aset Value ("NAV") Return | | | (20.24 | )% | | | 18.73 | % | | | (5.29 | )% | | | (18.02 | )% | |
Share Price Return | | | (21.21 | )% | | | 18.18 | % | | | (6.10 | )% | | | (20.55 | )% | |
Fund Inception: March 5, 2008
Performance quoted above represents past performance. Past performance is not a guarantee of future results and current performance may be higher or lower than performance quoted. Investment returns and principal value will fluctuate and Shares, when redeemed, may be worth more or less than their original cost. According to the Fund's most recent prospectus, the expense ratio of 0.78% is expressed as a unitary fee to cover expenses incurred in connection with managing the portfolio. NAV and Share Price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and Share Price, respectively. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. See invescopowershares.com to find the most recent month-end performance numbers.
Index performance results are based upon a hypothetical investment in its constituent securities. Index returns do not represent Fund returns. An investor cannot invest directly in an index. The Index does not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the hypothetical performance shown. In addition, the results actual investors might have achieved would have differed from those shown because of differences in the timing, amounts of their investments, and fees and expenses associated with an investment in the Fund.
The MSCI India GD Index and the BSE SENSEX 30 Index (the "Benchmark Indices") are unmanaged indices used as a measurement of change in stock market conditions based on the average performance of approximately 60 and 30 common stocks, respectively.
† Fund and Index returns are based on the inception date of the Fund. Returns for the Benchmark indices are based on the closest month end to the Fund's inception date.
†† Average annualized.
5
Frequency Distribution of Discounts & Premiums
For the Year Ended October 31, 2011
| | | | Closing Price Above NAV (bps) | |
Ticker | | Fund Name | | Inception | | Days | | 0-24 | | 25-49 | | 50-99 | | 100-149 | | 150-199 | | 200+ | |
PIN | | PowerShares India Portfolio | | 03/05/08 | | | 924 | | | | 110 | | | | 121 | | | | 179 | | | | 75 | | | | 34 | | | | 27 | | |
| | | | Closing Price Below NAV (bps) | |
| | | | | | -0-24 | | -25-49 | | -50-99 | | -100-149 | | -150-199 | | -200+ | |
| | | | | | | | | 104 | | | | 72 | | | | 119 | | | | 47 | | | | 20 | | | | 16 | | |
6
Fees and Expenses
As a shareholder of the PowerShares India Exchange-Traded Fund Trust (the "Fund"), you incur a unitary management fee. The expense example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held through the six-month period ended October 31, 2011.
Actual Expenses
The first line in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading "Expense Paid During the Six-Month Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line in the following table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annualized rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs such as sales charges and brokerage commissions. Therefore the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value May 1, 2011 | | Ending Account Value October 31, 2011 | | Annualized Expense Ratio Based on the Six-Month Period | | Expense Paid During the Six-Month Period (1) | |
Actual | | $ | 1,000.00 | | | $ | 838.50 | | | | 0.80 | % | | $ | 3.71 | | |
Hypothetical (5% return before expenses) | | $ | 1,000.00 | | | $ | 1,021.17 | | | | 0.80 | % | | $ | 4.08 | | |
(1) Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six-months ended October 31, 2011. Expenses are calculated by multiplying the Fund's annualized expense ratio by the average account value for the period; then multiplying the result by 184/365.
7
Consolidated Schedule of Investments
PowerShares India Portfolio (PIN)
October 31, 2011
Number of Shares | |
| | Value | |
| | Common Stocks—100.1% | |
| | India—100.1% | |
| | Consumer Discretionary—4.3% | |
| 20,050 | | | Bosch, Ltd. | | $ | 2,856,361 | | |
| 545,165 | | | Mahindra & Mahindra, Ltd. | | | 9,661,059 | | |
| 1,206,033 | | | Tata Motors, Ltd. | | | 4,867,011 | | |
| | | 17,384,431 | | |
| | Consumer Staples—8.0% | |
| 2,447,893 | | | Hindustan Unilever, Ltd. | | | 18,780,256 | | |
| 2,211,788 | | | ITC, Ltd. | | | 9,659,919 | | |
| 43,141 | | | Nestle India, Ltd. | | | 3,710,478 | | |
| | | 32,150,653 | | |
| | Energy—26.5% | |
| 213,604 | | | Bharat Petroleum Corp., Ltd. | | | 2,732,394 | | |
| 1,055,088 | | | Cairn India, Ltd.(a) | | | 6,401,608 | | |
| 874,081 | | | Coal India, Ltd. | | | 5,918,473 | | |
| 1,907,430 | | | Indian Oil Corp., Ltd. | | | 11,388,957 | | |
| 5,561,533 | | | Oil & Natural Gas Corp., Ltd. | | | 31,675,428 | | |
| 183,523 | | | Oil India, Ltd. | | | 4,899,098 | | |
| 2,429,789 | | | Reliance Industries, Ltd. | | | 43,374,563 | | |
| | | 106,390,521 | | |
| | Financial Services—12.0% | |
| 180,959 | | | Axis Bank, Ltd. | | | 4,266,918 | | |
| 1,591,353 | | | HDFC Bank, Ltd. | | | 15,865,588 | | |
| 778,647 | | | Housing Development Finance Corp. | | | 10,947,235 | | |
| 368,766 | | | ICICI Bank, Ltd. | | | 6,951,268 | | |
| 1,388,449 | | | Infrastructure Development Finance Co., Ltd. | | | 3,713,349 | | |
| 794,364 | | | Power Finance Corp., Ltd. | | | 2,425,357 | | |
| 104,283 | | | State Bank of India | | | 4,056,391 | | |
| | | 48,226,106 | | |
| | Health Care—4.9% | |
| 717,973 | | | Cipla, Ltd. | | | 4,336,822 | | |
| 143,337 | | | Dr. Reddy's Laboratories, Ltd. | | | 4,856,699 | | |
| 299,254 | | | Ranbaxy Laboratories, Ltd. | | | 3,075,764 | | |
| 704,264 | | | Sun Pharmaceutical Industries, Ltd. | | | 7,267,262 | | |
| | | 19,536,547 | | |
| | Industrials—5.3% | |
| 154,118 | | | ABB, Ltd. | | | 2,231,815 | | |
| 233,242 | | | Adani Enterprises, Ltd. | | | 2,278,586 | | |
| 847,965 | | | Bharat Heavy Electricals, Ltd. | | | 5,505,363 | | |
| 1,902,642 | | | Jaiprakash Associates, Ltd. | | | 2,995,898 | | |
| 127,731 | | | Larsen & Toubro, Ltd. | | | 3,675,238 | | |
| 250,592 | | | Seimens, Ltd. | | | 4,385,427 | | |
| | | 21,072,327 | | |
| | Information Technology—17.1% | |
| 717,129 | | | Infosys, Ltd. | | | 41,871,414 | | |
| 693,693 | | | Tata Consultancy Services, Ltd. | | | 15,792,092 | | |
| 1,445,337 | | | Wipro, Ltd. | | | 10,865,393 | | |
| | | 68,528,899 | | |
Number of Shares | |
| | Value | |
| | Common Stocks (Continued) | |
| | India (Continued) | |
| | Materials—8.5% | |
| 3,427,322 | | | Hindustan Zinc, Ltd. | | $ | 8,777,870 | | |
| 552,255 | | | Jindal Steel & Power, Ltd. | | | 6,343,929 | | |
| 218,202 | | | JSW Steel, Ltd. | | | 2,900,103 | | |
| 1,380,277 | | | NMDC, Ltd. | | | 6,609,740 | | |
| 635,572 | | | Sesa Goa, Ltd. | | | 2,700,960 | | |
| 1,693,648 | | | Steel Authority of India, Ltd. | | | 3,870,989 | | |
| 1,137,790 | | | Sterlite Industries India, Ltd. | | | 2,977,952 | | |
| | | 34,181,543 | | |
| | Telecommunication Services—5.5% | |
| 2,041,970 | | | Bharti Airtel, Ltd. | | | 16,338,097 | | |
| 1,444,425 | | | Idea Cellular, Ltd.(a) | | | 2,784,256 | | |
| 1,865,655 | | | Reliance Communications, Ltd. | | | 3,026,431 | | |
| | | 22,148,784 | | |
| | Utilities—8.0% | |
| 440,141 | | | GAIL India, Ltd. | | | 3,795,160 | | |
| 5,617,263 | | | NHPC, Ltd. | | | 2,882,795 | | |
| 3,777,252 | | | NTPC, Ltd. | | | 13,880,385 | | |
| 1,487,598 | | | Power Grid Corp. of India, Ltd. | | | 3,204,294 | | |
| 314,463 | | | Reliance Infrastructure, Ltd. | | | 2,980,144 | | |
| 1,586,954 | | | Reliance Power, Ltd.(a) | | | 3,092,110 | | |
| 1,161,670 | | | Tata Power Co., Ltd. | | | 2,381,119 | | |
| | | 32,216,007 | | |
| | | | Total Common Stocks (Cost $338,360,775) | | | 401,835,818 | | |
Principal | | | | | |
| | Short-Term Instruments—1.0% | |
| | Time Deposit—1.0% | |
$ | 4,118,517 | | | JPMorgan Chase & Co. 0.03%, 11/01/11 (Cost $4,118,517) | | | 4,118,517 | | |
| | | | Total Investments—101.1% (Cost $342,479,292) | | | 405,954,335 | | |
| | | | Liabilities, less cash and other assets—(1.1)% | | | (4,238,698 | ) | |
| | | | Net Assets—100.0% | | $ | 401,715,637 | | |
Footnotes to the Consolidated Schedule of Investments:
(a) Non-income producing security.
See Notes to Consolidated Financial Statements.
8
Consolidated Statement of Assets and Liabilities
PowerShares India Portfolio (PIN)
October 31, 2011
ASSETS: | |
Investments, at value | | $ | 405,954,335 | | |
Foreign currencies, at value | | | 14,640,769 | | |
Receivables: | |
Dividends | | | 163,203 | | |
Total Assets | | | 420,758,307 | | |
LIABILITIES: | |
Payables: | |
Investments purchased | | | 17,771,198 | | |
Shares repurchased | | | 996,131 | | |
Accrued unitary management fee | | | 228,634 | | |
Accrued tax expense | | | 46,707 | | |
Total Liabilities | | | 19,042,670 | | |
NET ASSETS | | $ | 401,715,637 | | |
NET ASSETS CONSIST OF: | |
Shares of beneficial interest | | $ | 404,478,374 | | |
Undistributed net investment income (loss) | | | (942,398 | ) | |
Undistributed net realized gain (loss) | | | (65,295,985 | ) | |
Net unrealized appreciation | | | 63,475,646 | | |
Net Assets | | $ | 401,715,637 | | |
Shares of beneficial interest outstanding (unlimited shares of $0.01 par value authorized) | | | 20,050,000 | | |
Net asset value | | $ | 20.04 | | |
Share price | | $ | 19.86 | | |
Investments, at cost | | $ | 342,479,292 | | |
Foreign currencies, at cost | | $ | 14,625,487 | | |
See Notes to Consolidated Financial Statements.
9
Consolidated Statement of Operations
PowerShares India Portfolio (PIN)
For the Year Ended October 31, 2011
INVESTMENT INCOME: | |
Dividend income | | $ | 6,970,798 | | |
Interest income | | | 611 | | |
Total Income | | | 6,971,409 | | |
EXPENSES: | |
Unitary management fee | | | 3,859,570 | | |
Tax Expense | | | 46,707 | | |
Total Expenses | | | 3,906,277 | | |
Net Investment Income | | | 3,065,132 | | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | |
Net realized gain (loss) from: | |
Investments | | | (34,946,198 | ) | |
Foreign currencies | | | (523,579 | ) | |
Net realized gain (loss) | | | (35,469,777 | ) | |
Net change in net unrealized appreciation (depreciation) from: | |
Investments | | | (79,692,012 | ) | |
Foreign currencies | | | 906 | | |
Net change in unrealized appreciation (depreciation) | | | (79,691,106 | ) | |
Net realized and unrealized gain (loss) | | | (115,160,883 | ) | |
Net increase (decrease) in net assets resulting from operations | | $ | (112,095,751 | ) | |
See Notes to Consolidated Financial Statements.
10
Consolidated Statement of Changes in Net Assets
PowerShares India Portfolio (PIN)
| | For the Year Ended October 31, | |
| | 2011 | | 2010 | |
OPERATIONS: | |
Net investments income | | $ | 3,065,132 | | | $ | 2,380,038 | | |
Net realized gain (loss) | | | (35,469,777 | ) | | | (10,485,576 | ) | |
Net change in unrealized appreciation (depreciation) | | | (79,691,106 | ) | | | 101,910,603 | | |
Net increase (decrease) in net assets resulting from operations | | | (112,095,751 | ) | | | 93,805,065 | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM: | |
Net investment income | | | (3,453,100 | ) | | | (2,018,433 | ) | |
Return of capital | | | (776,861 | ) | | | — | | |
Total distributions to shareholders | | | (4,229,961 | ) | | | (2,018,433 | ) | |
SHAREHOLDER TRANSACTIONS: | |
Proceeds from shares sold | | | 211,790,056 | | | | 281,433,021 | | |
Value of shares repurchased | | | (243,639,656 | ) | | | (83,842,168 | ) | |
Transaction fees | | | 1,737,244 | | | | 1,449,573 | | |
Net increase in net assets resulting from shares transactions | | | (30,112,356 | ) | | | 199,040,426 | | |
Increase (Decrease) in Net Assets | | | (146,438,068 | ) | | | 290,827,058 | | |
NET ASSETS: | |
Beginning of year | | | 548,153,705 | | | | 257,326,647 | | |
End of year | | $ | 401,715,637 | | | $ | 548,153,705 | | |
Accumulated net investment income (loss) at end of year | | $ | (942,398 | ) | | $ | (272,401 | ) | |
CHANGES IN SHARES OUTSTANDING: | |
Shares sold | | | 9,800,000 | | | | 12,500,000 | | |
Shares repurchased | | | (11,400,000 | ) | | | (3,900,000 | ) | |
Shares outstanding, beginning of year | | | 21,650,000 | | | | 13,050,000 | | |
Shares outstanding, end of year | | | 20,050,000 | | | | 21,650,000 | | |
See Notes to Consolidated Financial Statements.
11
Financial Highlights
PowerShares India Portfolio (PIN)
| | For the Year Ended October 31, | | For the Period March 4, 2008 (a) through | |
| | 2011 | | 2010 | | 2009 | | October 31, 2008 | |
PER SHARE OPERATING PERFORMANCE: | |
Net asset value at beginning period | | $ | 25.32 | | | $ | 19.72 | | | $ | 12.18 | | | $ | 25.00 | | |
Net investment income(b) | | | 0.14 | | | | 0.13 | | | | 0.12 | | | | 0.12 | | |
Net realized and unrealized gain (loss) | | | (5.31 | ) | | | 5.51 | | | | 7.39 | | | | (13.01 | ) | |
Total from investment operations | | | (5.17 | ) | | | 5.64 | | | | 7.51 | | | | (12.89 | ) | |
Distributions to shareholders from: | |
Net investment income | | | (0.15 | ) | | | (0.12 | ) | | | (0.07 | ) | | | (0.09 | ) | |
Return of capital | | | (0.04 | ) | | | — | | | | — | | | | 0.00 | (c) | |
Total distributions | | | (0.19 | ) | | | (0.12 | ) | | | (0.07 | ) | | | (0.09 | ) | |
Transaction fees(b) | | | 0.08 | | | | 0.08 | | | | 0.10 | | | | 0.16 | | |
Net asset value at end of period | | $ | 20.04 | | | $ | 25.32 | | | $ | 19.72 | | | $ | 12.18 | | |
Share price at end of period(d) | | | 19.86 | | | $ | 25.40 | | | $ | 19.31 | | | $ | 12.24 | | |
NET ASSET VALUE, TOTAL RETURN(e) | | | (20.24 | )% | | | 29.09 | % | | | 62.56 | % | | | (51.04 | )% | |
SHARE PRICE, TOTAL RETURN(e) | | | (21.21 | )% | | | 32.25 | % | | | 58.40 | % | | | (50.81 | )% | |
RATIOS/SUPPLEMENTAL DATA: | |
Net assets at end of period (000's omitted) | | $ | 401,716 | | | $ | 548,154 | | | $ | 257,327 | | | $ | 48,765 | | |
Ratio to average net assets of: | |
Expenses | | | 0.79 | % | | | 0.78 | % | | | 0.78 | % | | | 0.78 | %(f) | |
Net investment income | | | 0.62 | % | | | 0.60 | % | | | 0.69 | % | | | 0.98 | %(f) | |
Portfolio turnover rate(g) | | | 82 | % | | | 40 | % | | | 32 | % | | | 22 | % | |
Undistributed net investment income (loss) included in price of units issued and redeemed(b) | | $ | (0.04 | ) | | | | | | | |
(a) Commencement of investment operations.
(b) Based on average shares outstanding.
(c) Amount represents less than $0.005.
(d) The mean between the last bid and ask prices.
(e) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Share price total return is calculated assuming an initial investment made at the share price at the beginning of the period, reinvestment of all dividends and distributions at share price during the period and sale at the share price on the last day of the period. Total investment return calculated for a period of less than one year is not annualized. The net asset value total return from Fund inception on March 5, 2008 (first day of exchange trading) to October 31, 2008 was (51.02)%. The share price total return from Fund inception to October 31, 2008 was (51.87)%.
(f) Annualized.
(g) Portfolio turnover rate is not annualized for periods less than one year and does not include securities received or delivered from processing creations or redemptions.
See Notes to Consolidated Financial Statements.
12
Notes to Consolidated Financial Statements
PowerShares India Exchange-Traded Fund Trust
October 31, 2011
Note 1. Organization
PowerShares India Exchange-Traded Fund Trust (the "Trust") was organized as a Massachusetts business trust on August 3, 2007 and is authorized to have multiple series of 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 consists of one portfolio, the PowerShares India Portfolio (PIN), an exchange-traded index fund (the "Portfolio"). The Portfolio carries out its investment strategy by investing substantially all of its assets in PowerShares Mauritius, a wholly-owned subsidiary organized in Mauritius (the "Subsidiary"). The Subsidiary invests at least 90% of its total assets in securities that comprise the Indus India Index (or "Underlying Index"), American depository receipts ("ADRs") and global depository receipts ("GDRs") based on securities in the Underlying Index. Invesco PowerShares Capital Management LLC (the "Adviser") serves as the investment adviser to both the Portfolio and the Subsidiary (collectively the "Fund"). Through such investment structure, the Fund expects to obtain benefits from a tax treaty between Mauritius and India. To obtain benefits under the treaty, the Subsidiary must meet certain tests and conditions, including the establishment of Mauritius tax residence.
The Portfolio's shares ("Shares") are listed on the NYSE Arca, Inc. The Fund's market price may differ to some degree from the net asset value ("NAV") of the Shares of the Fund. Unlike conventional mutual funds, the Fund issues and redeems Shares on a continuous basis, at NAV, only in a large specified number of Shares, each called a "Creation Unit." Creation Units are issued and redeemed generally for cash. Except when aggregated in Creation Units by Authorized Participants, Shares are not individually redeemable securities of the Fund.
The investment objective of the Fund is to seek investment results that correspond (before fees and expenses) generally to the price and yield of the Underlying Index.
Note 2. Significant Accounting Policies
The financial statements are prepared on a consolidated basis in conformity with Generally Accepted Accounting Principles ("GAAP") in the United States of America, which requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements, including estimates and assumptions related to taxation. Actual results could differ from those estimates. In addition, the Fund monitors for material events or transactions that may occur or become known after the period end date and before the date the financial statements are released to print. All inter-company accounts and transactions have been eliminated in consolidation. The following is a summary of the significant accounting policies followed by the Fund in preparation of its consolidated financial statements.
A. Security Valuations
Securities, including restricted securities, are valued according to the following policies.
A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. Listed options, if no closing price is available, are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices.
13
Notes to Consolidated Financial Statements (Continued)
PowerShares India Exchange-Traded Fund Trust
October 31, 2011
Investments in open-end registered investment companies not traded on an exchange are valued at the end of day NAV per share.
Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the London world markets. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the New York Stock Exchange ("NYSE"), closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources.
Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security's fair value.
Valuations change in response to many factors, including the historical and prospective earnings of the issuer, the value of the issuer's assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may materially differ from the value received upon actual sale of those investments.
14
Notes to Consolidated Financial Statements (Continued)
PowerShares India Exchange-Traded Fund Trust
October 31, 2011
B. Other Risks
Replication Management Risk. Unlike many investment companies, the Fund does not utilize an investing strategy that seeks returns in excess of the Fund's respective Underlying Index. Therefore, the Fund would not necessarily sell a security unless that security is removed from the Underlying Index.
Non-Diversified Fund Risk. The Fund is considered non-diversified and can invest a greater portion of its assets in securities of individual issuers than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase the Fund's volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund's performance.
Concentration Risk. If the Fund, through its subsidiarys, concentrates its investments in an industry or group of industries, the value of the Fund's Shares may rise and fall more than the value of shares of a fund that invests in a broader range of securities.
Non-Correlation Risk. The Fund's return may not match the return of the Underlying Index for a number of reasons. For example, the Fund and Subsidiary incur operating expenses not applicable to the Underlying Index, and incur costs in buying and selling securities, especially when rebalancing the Subsidiary's securities holdings to reflect changes in the composition of the Underlying Index. Because the Fund issues and redeems Creation Units principally for cash, the Subsidiary will incur higher costs in buying and selling securities than if the Fund issued and redeemed Creation Units principally in-kind. In addition, the performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Subsidiary's portfolio and the Underlying Index resulting from legal restrictions, cost or liquidity constraints.
Index Rebalancing Risk. Pursuant to the methodology of the index provider used to calculate and maintain the Fund's Underlying Index, when a security in the Underlying Index reaches its limitation on foreign ownership, it will be removed from the Underlying Index that day. As a result, the Fund may be forced to sell securities at inopportune times or for prices other than at current market values or may elect not to sell such securities on the day that they are removed from the Underlying Index, due to market conditions or otherwise. Due to these factors, the variation between the Fund's annual return and the return of its Underlying Index may increase significantly.
Cash Transaction Risk. Unlike most exchange-traded funds ("ETFs"), the Fund currently effects creations and redemptions primarily for cash, rather than primarily in-kind because of the nature of the Fund's investments. As such, investments in the Fund's Shares may be less tax efficient than investments in conventional ETFs.
Currency Risk. The Fund, through the Subsidiary, invests in rupee denominated equity securities of Indian issuers. Because the Fund's net asset value ("NAV") is determined in U.S. dollars, the Fund's NAV could decline if the rupee depreciates against the U.S. dollar, even if the value of the Subsidiary's holdings, measured in rupees, increases.
Indian Securities Risk. Investment in Indian securities involves risks not typically associated with investments in securities of issuers in more developed countries, which may adversely affect the value of the Fund's assets. Such heightened risks include, among others, political and legal uncertainty, greater government control over the economy, currency fluctuations or blockage and the risk of nationalization or
15
Notes to Consolidated Financial Statements (Continued)
PowerShares India Exchange-Traded Fund Trust
October 31, 2011
exportation of assets. In addition, religious and border disputes persist in India. Certain restrictions on foreign investment may decrease the liquidity of the Fund's portfolio or inhibit the Fund's ability to track the Underlying Index. The Fund's investment in securities of issuers located or operating in India as well as its ability to track the Underlying Index may be limited or prevented, at times, due to the limits on foreign ownership imposed by the Reserve Bank of India ("RBI").
Small and Medium Capitalization Company Risk. Investing in securities of small and medium capitalization companies involves greater risk than is customarily associated with investing in larger, more established companies. These companies' securities may be more volatile and less liquid than those of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities market. Often small and medium capitalization companies and the industries in which they are focused are still evolving and this may make them more sensitive to changing market conditions.
Regulatory Risk. The Adviser is a qualified foreign institutional investor ("FII") with the Securities and Exchange Board of India ("SEBI") and the Subsidiary is registered as a sub-account with the SEBI in order to obtain certain benefits relating to the Fund's ability to make and dispose of investments. There can be no assurances that the Indian regulatory authorities will continue to grant such qualifications, and the loss of such qualifications could adversely impact the ability of the Fund to make investments in India.
The Subsidiary's investments will be made in accordance with investment restrictions prescribed under the FII regulation. If new policy announcements or regulations in India are made which require retrospective changes in the structure or operations of the Fund, these may adversely impact the performance of the Fund.
C. Foreign Currency
Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon the prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions. Unrealized gains and losses on investments which result from changes in foreign currency exchange rates have been included in the unrealized appreciation (depreciation) of investments. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date of investment securities transactions, foreign currency transactions and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amount actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale date are not segregated in the Consolidated Statement of Operations from the effects of changes in market prices of those securities but are included in realized gains and losses on investment securities sold.
D. Federal Income Taxes
The Fund intends to continue to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of the Fund's taxable earnings to its shareholders. As such, the Fund will not be subject to Federal income taxes on otherwise taxable income (including net realized gains) that is distributed to the shareholders. Therefore, no provision for Federal income taxes is recorded in the financial statements.
16
Notes to Consolidated Financial Statements (Continued)
PowerShares India Exchange-Traded Fund Trust
October 31, 2011
Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments for in-kind transactions, losses deferred due to wash sales and passive foreign investment company adjustments, if any.
The Fund files tax returns in the United States Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
The Subsidiary continues to: (i) comply with the requirements of the tax treaty; (ii) be a tax resident of Mauritius; and (iii) maintain its central management and control in Mauritius, and therefore expects to be able to obtain the benefits of the treaty. As a result, after considering the benefit of the tax treaty, with respect to Indian taxes, the Fund is not expected to be subject to capital gains tax in India on the sale of Indian securities but is expected to be subject to Indian withholding tax on interest earned on Indian debt securities at rates that may vary from 10% to 42.23%, depending on the nature of the underlying debt security. Dividends from Indian companies are paid to the Fund free of Indian tax. With respect to Mauritian taxes, the Fund is expected to be subject to an effective rate of tax of 3% of its net dividend and interest income and is not expected to be subject to taxes on capital gains. There is no assurance that the terms of the treaty will not be subject to re-negotiation or a different interpretation of the treaty in the future or that the Subsidiary will continue to be deemed a tax resident by Mauritius, allowing favorable tax treatment. Any change in the provisions of this treaty or in its applicability to the Subsidiary could result in the imposition of withholding and other taxes on the Subsidiary by India, which would reduce the return to the Fund on its investment.
E. Investment Income and Investment Transactions
Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Investment transactions are recorded on the trade date. Realized gains and losses from the sale or disposition of securities are calculated on the specified identified cost basis. Corporate actions (including cash dividends) are recorded net of non-reclaimable foreign tax withholdings on the ex-dividend date.
F. Expenses
The Fund has agreed to pay the Adviser an annual unitary management fee. The Adviser has agreed to pay for substantially all expenses of the 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 and other extraordinary expenses.
G. Dividends and Distributions to Shareholders
The Fund declares and pays dividends from net investment income, if any, to its shareholders quarterly and records on ex-dividend date. The Fund distributes net realized taxable capital gains, if any, generally annually in cash and records on ex-dividend date. Such distributions on a tax basis are determined in conformity with income tax regulations which may differ from GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's consolidated financial statements as return of capital.
17
Notes to Consolidated Financial Statements (Continued)
PowerShares India Exchange-Traded Fund Trust
October 31, 2011
Note 3. Investment Advisory Agreement and Other Agreements
The Trust has entered into an Investment Advisory Agreement with the Adviser, pursuant to which the Adviser has overall responsibility as the Fund's investment adviser for the selection and ongoing monitoring of the Fund's investments, managing the Fund's business affairs and providing certain clerical, bookkeeping and other administrative services.
The Fund has agreed to pay the Adviser an annual unitary management fee 0.78% of its average daily net assets, and the Adviser has agreed to pay for substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, distribution fees, if any, brokerage expenses, taxes, interest and other extraordinary expenses.
The Trust has entered into a Distribution Agreement with Invesco Distributors, Inc. (the "Distributor"), which serves as the distributor of Creation Units of the Fund on an agency basis. The Distributor does not maintain a secondary market in Shares. The Distributor is an affiliate of the Adviser.
The Adviser has entered into a licensing agreement for the Fund with the Indus Advisors LLC (the "Licensor"). The Underlying Index name trademark is owned by the Licensor. The trademark has been licensed to the Adviser for use with the Fund. The Fund is entitled to use the underlying Index pursuant to the Trust's sub-licensing agreement with the Adviser. The Fund is not sponsored, endorsed, sold or promoted by the Licensor and the Licensor makes no representation regarding the advisability of investing in the Fund. The Fund is not a party to the licensing agreement.
The Trust has entered into service agreements whereby Brown Brothers Harriman & Co. serves as administrator, custodian, fund accounting and transfer agent for the Fund.
Note 4. Additional Valuation Information
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when the market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment's assigned level:
Level 1 – Prices are determined using quoted prices in an active market for identical assets.
Level 2 – Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
Level 3 – Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.
18
Notes to Consolidated Financial Statements (Continued)
PowerShares India Exchange-Traded Fund Trust
October 31, 2011
The following is a summary of the tiered valuation input levels, as of October 31, 2011. The level assigned to the securities valuations may not be an indication of risk of liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
Category | | Level 1* | | Level 2* | | Level 3 | | Total | |
Common Stock: | |
Consumer Discretionary | | $ | — | | | $ | 17,384,431 | | | $ | — | | | $ | 17,384,431 | | |
Consumer Staples | | | — | | | | 32,150,653 | | | | — | | | | 32,150,653 | | |
Energy | | | 19,020,449 | | | | 87,370,072 | | | | — | | | | 106,390,521 | | |
Financial Services | | | — | | | | 48,226,106 | | | | — | | | | 48,226,106 | | |
Health Care | | | — | | | | 19,536,547 | | | | — | | | | 19,536,547 | | |
Industrials | | | — | | | | 21,072,327 | | | | — | | | | 21,072,327 | | |
Information Technology | | | — | | | | 68,528,899 | | | | — | | | | 68,528,899 | | |
Materials | | | 2,977,952 | | | | 31,203,591 | | | | — | | | | 34,181,543 | | |
Telecommunication Services | | | — | | | | 22,148,784 | | | | — | | | | 22,148,784 | | |
Utilities | | | — | | | | 32,216,007 | | | | — | | | | 32,216,007 | | |
Time Deposit | | | — | | | | 4,118,517 | | | | — | | | | 4,118,517 | | |
Total Investments | | $ | 21,998,401 | | | $ | 383,955,934 | | | $ | — | | | $ | 405,954,335 | | |
* Transfers occurred between level 1 and 2 due to foreign fair value adjustments.
Note 5. Distributions to Shareholders and Tax Components of Net Assets
Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended October 31, 2011 and 2010:
| | 2011 | | 2010 | |
Ordinary Income | | $ | 3,453,100 | | | $ | 2,018,433 | | |
|
Return of Capital | | | 776,861 | | | — | |
|
Tax Components of Net Assets at Fiscal Year Fund:
Undistributed Ordinary Income | | Net Unrealized Appreciation —Investments | | Net Unrealized Appreciation —Other Investments | | Shares of Capital Loss Carryforward | | Beneficial Interest | | Total Net Assets | |
$ | — | | | $ | 18,244,779 | | | $ | 603 | | | $ | (21,008,119 | ) | | $ | 404,478,374 | | | $ | 401,715,637 | | |
Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
19
Notes to Consolidated Financial Statements (Continued)
PowerShares India Exchange-Traded Fund Trust
October 31, 2011
Capital loss carryforward amount as of October 31, 2011, which expire on October 31 of each year as follows:
Expiration | | Capital Loss Carryforward* | |
October 31, 2016 | | $ | 477,398 | | |
October 31, 2017 | | | 2,620,805 | | |
October 31, 2018 | | | 2,587,911 | | |
October 31, 2019 | | | 15,322,005 | | |
Total Capital loss carryforward | | $ | 21,008,119 | | |
* Capital loss carryforward as of date listed is reduced for limitations, if any, to the extent required by the Internal Revenue Code.
Federal and Other Taxes. It is the Trust's policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Funds' financial statements. Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
Note 6. Reclassification of Permanent Differences
Primarily as a result of differing book/tax treatment of foreign currency activity, on October 31, 2011, undistributed net investment income (loss) was decreased by $282,029, undistributed net realized gain (loss) was increased by $424,757 and shares of beneficial interest was decreased by $142,728. These reclassifications had no effect on the net assets of the Fund.
Note 7. Investment Transactions
For the fiscal year ended October 31, 2011, the cost of securities purchased and proceeds from sales of securities, excluding short-term securities and in-kind transactions, were $404,768,163 and $436,832,299, respectively. Gains on in-kind transactions are generally not considered taxable gains for Federal income tax purposes.
At October 31, 2011, the aggregate cost and the net unrealized appreciation of investments for tax purposes were as follows:
Cost | | Net Unrealized Appreciation | | Gross Unrealized Appreciation | | Gross Unrealized (Depreciation) | |
$ | 387,709,556 | | | $ | 18,244,779 | | | $ | 88,077,951 | | | $ | (69,833,172 | ) | |
Note 8. Trustees' Fees
The Fund compensates each Trustee who is not an "interested person" as defined in the 1940 Act (an "Independent Trustee"). The Adviser, as a result of the unitary management fee, pays for such compensation. The Non-Independent Trustees of the Trust do not receive any Trustees' fees.
The Trust has adopted a deferred compensation plan (the "Plan"). Under the Plan, an Independent Trustee who has executed a Deferred Fee Agreement (a "Participating Trustee") may defer receipt of all or a portion of his compensation ("Deferral Fees"). Such Deferral Fees are deemed to be invested in select
20
Notes to Consolidated Financial Statements (Continued)
PowerShares India Exchange-Traded Fund Trust
October 31, 2011
PowerShares Funds. The Deferral Fees payable to the Participating Trustee are valued as of the date such Fees would have been paid to the Participating Trustee. The value increases with contributions or with increases in the value of the Shares selected, and the value decreases with distributions or with declines in the value of the Shares selected.
Note 9. Capital
Shares are created and redeemed by the Trust only in Creation Unit size aggregations of 50,000 shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Fund. Such transactions are generally for cash only. If an in-kind transaction is permitted, there will be a balancing cash component to equate the transaction to the NAV per Share of the Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances. Transactions in capital shares for the Fund is disclosed in detail on the Statement of Changes in Net Assets.
The Fund charges fixed and variable transaction fees for creations and redemptions which are treated as increases in capital.
Note 10. Indemnification
Under the Trust's organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Each Independent Trustee is also indemnified against certain liabilities arising out of the performance of his duties to the Trust pursuant to an Indemnification Agreement between the Independent Trustee and the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these agreements is unknown, as this would involve, future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust believes the risk of loss to be remote.
21
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of PowerShares India Exchange-Traded Fund Trust:
In our opinion, the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, and the related consolidated statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PowerShares India Portfolio (a portfolio of PowerShares India Exchange-Traded Fund Trust), and its subsidiary (the "Fund") at October 31, 2011, and the results of their operations, the changes in their net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
December 27, 2011
22
Tax Information
Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisers.
The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state's requirement.
The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2011:
Federal Income Tax Information
The percentages of investment income (dividend income plus short-term gains, if any) qualify as follows:
Qualified Dividend Income* | | Dividends-Received Deduction* | |
| 100.00 | % | | | 0.00 | % | |
* The above percentages are based on ordinary income dividends paid to shareholders during the Fund's fiscal year.
23
Trustees and Officers
The Independent Trustees, the three Trustees who are affiliated with the Adviser and the Trustee who has been deemed "interested" because of his business relationship with the Adviser (the "Non-Independent Trustees") and the executive officers 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 overseen by each Trustee and the other directorships, if any, held by a Trustee, are shown below.
The Trustee and Officers information is current as of October 31, 2011.
Name, Address and Age of Independent Trustees | | Position(s) with Trust | | 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 | |
Ronn R. Bagge (53) c/o Invesco PowerShares Capital Management LLC 301 W. Roosevelt Rd., Wheaton, IL, 60187 | | Trustee | | Since 2008 | | Founder and Principal, YQA Capital Management LLC (July 1998-Present); formerly, Owner/CEO of Electronic Dynamic Balancing Co., Inc. (high-speed rotating equipment service provider) | | | 112 | | | None | |
|
* This is the date the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
** Fund Complex includes all open-end funds (including all of their portfolios) advised by the Adviser. At October 31, 2011, the Fund Complex consists of the Trust's one portfolio and three other exchange-traded fund trusts with 111 portfolios advised by the Adviser.
24
Trustees and Officers (Continued)
Name, Address and Age of Independent Trustees | | Position(s) with Trust | | 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 | |
Todd J. Barre (53) c/o Invesco PowerShares Capital Management LLC 301 W. Roosevelt Rd., Wheaton, IL, 60187 | | 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 | | | 112 | | | None | |
|
* This is the date the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
** Fund Complex includes all open-end funds (including all of their portfolios) advised by the Adviser. At October 31, 2011, the Fund Complex consists of the Trust's one portfolio and three other exchange-traded fund trusts with 111 portfolios advised by the Adviser.
25
Trustees and Officers (Continued)
Name, Address and Age of Independent Trustees | | Position(s) with Trust | | 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 | |
Marc M. Kole (51) c/o Invesco PowerShares Capital Management LLC 301 W. Roosevelt Rd., Wheaton, IL, 60187 | | Trustee | | Since 2008 | | Chief Financial Officer, Hope Network (social services) (2008-Present); formerly, Assistant Vice President and Controller, Priority Health (health insurance) (2005-2008); Senior Vice President of Finance, United Healthcare (health insurance) (2004-2005); Senior Vice President of Finance, Oxford Health Plans (2000-2004) | | | 112 | | | None | |
|
Philip M. Nussbaum (49) c/o Invesco PowerShares Capital Management LLC 301 W. Roosevelt Rd., Wheaton, IL, 60187 | | Trustee | | Since 2008 | | Chairman, Performance Trust Capital Partners (2004-Present) | | | 112 | | | None | |
|
* This is the date the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
** Fund Complex includes all open-end funds (including all of their portfolios) advised by the Adviser. At October 31, 2011, the Fund Complex consists of the Trust's one portfolio and three other exchange-traded fund trusts with 111 portfolios advised by the Adviser.
26
Trustees and Officers (Continued)
Name, Address and Age of Independent Trustees | | Position(s) with Trust | | 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 | |
Donald H. Wilson (51) c/o Invesco PowerShares Capital Management LLC 301 W. Roosevelt Rd., Wheaton, IL, 60187 | | Trustee | | Since 2008 | | Chairman and Chief Executive Officer, Stone Pillar Advisers, Ltd. (2010-Present); formerly, 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) | | | 112 | | | None | |
|
* This is the date the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
** Fund Complex includes all open-end funds (including all of their portfolios) advised by the Adviser. At October 31, 2011, the Fund Complex consists of the Trust's one portfolio and three other exchange-traded fund trusts with 111 portfolios advised by the Adviser.
27
Trustees and Officers (Continued)
The Non-Independent Trustees and the executive officers 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 overseen by the Non-Independent Trustees and the other directorships, if any, held by the Trustees are shown below.
Name, Address and Age of Non-Independent Trustees | | Position(s) with Trust | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex** Overseen by Non-Independent Trustees | | Other Directorships Held by Non-Independent Trustees | |
H. Bruce Bond (48) Invesco PowerShares Capital Management LLC 301 W. Roosevelt Rd., Wheaton, IL, 60187 | | Chairman of the Board and Trustee | | Since 2007 | | Chairman, Invesco PowerShares Capital Management LLC (2009-present); formerly Managing Director, Invesco PowerShares Capital Management LLC (2002-2009); Manager, Nuveen Investments (1998-2002) | | | 112 | | | None | |
|
* This is the date the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
** Fund Complex includes all open-end funds (including all of their portfolios) advised by the Adviser. At October 31, 2011, the Fund Complex consists of the Trust's one portfolio and three other exchange-traded fund trusts with 111 portfolios advised by the Adviser.
28
Trustees and Officers (Continued)
Name, Address and Age of Non-Independent Trustees | | Position(s) with Trust | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex** Overseen by Non-Independent Trustees | | Other Directorships Held by Non-Independent Trustees | |
Kevin M. Carome (55) 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 Advisors, 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 | | | 112 | | | None | |
|
Kapil Dev Joory (59) c/o Invesco PowerShares Capital Management LLC 301 W. Roosevelt Rd., Wheaton, IL 60187 | | Trustee | | Since 2009 | | Director, International Financial Services Limited (international tax and business advisory services) (1993-Present) | | | 1 | | | Director of various Global Business companies | |
|
* This is the date the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
** Fund Complex includes all open-end funds (including all of their portfolios) advised by the Adviser. At October 31, 2011, the Fund Complex consists of the Trust's one portfolio and three other exchange-traded fund trusts with 111 portfolios advised by the Adviser.
29
Trustees and Officers (Continued)
Name, Address and Age of Non-Independent Trustees | | Position(s) with Trust | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex** Overseen by Non-Independent Trustees | | Other Directorships Held by Non-Independent Trustees | |
Graeme J. Proudfoot (47) c/o London Office Invesco Ltd. 30 Finsbury Square London, EC2A 1AG United Kingdom | | Trustee | | Since 2008 | | Head of Specialist Funds Division, Invesco Ltd. (1999-Present); Head of London Office, Invesco Ltd. (2007-Present) | | | 1 | | | Director, Invesco UK Limited, Invesco Asset Management Limited and various other group companies (1999-Present) | |
|
* This is the date the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.
** Fund Complex includes all open-end funds (including all of their portfolios) advised by the Adviser. At October 31, 2011, the Fund Complex consists of the Trust's one portfolio and three other exchange-traded fund trusts with 111 portfolios advised by the Adviser.
30
Trustees and Officers (Continued)
Name, Address and Age of Officers | | Position(s) with Trust | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years | |
Andrew Schlossberg (37) Invesco Management Group, Inc. 11 Greenway Plaza Suite 2500 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 Company's North American Institutional and Retirement division (2002-2007) | |
|
Benjamin Fulton (50) Invesco PowerShares Capital Management LLC 301 W. Roosevelt Rd., Wheaton, IL 60187 | | Vice President | | Since 2009 | | Executive Vice President – Global Product Development, Invesco PowerShares Capital Management LLC (2005-Present); formerly, principal of Clermont Consulting, a consulting firm focused on the Creation and development of retail investment products (2003-2005); President and a founding partner of Claymore Securities, a financial Services firm in the Chicago land area (2001-2003); Managing Director of Structured Investments at Nuveen Investments (1998-2001) | |
|
Peter Hubbard (30) Invesco PowerShares Capital Management LLC 301 W. Roosevelt Rd., Wheaton, IL 60187 | | Vice President | | Since 2009 | | Vice President and Director of Portfolio Management – Invesco 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 (54) Invesco Trimark Ltd. 5140 Yonge Street Suite 900 Toronto, ON M2X 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) | |
|
* This is the date the officers began serving the Trust. Each officer serves an indefinite term, until his successor is elected.
31
Trustees and Officers (Continued)
Name, Address and Age of Officers | | Position(s) with Trust | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years | |
Todd Spillane (52) Invesco Management Group, Inc. 11 Greenway Plaza Suite 2500 Houston, TX 77046 | | Chief Compliance Officer | | Since 2010 | | Senior Vice President, Invesco Management Group, Inc.; Chief Compliance Officer, Invesco Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered Investment adviser) and Invesco Senior Secured Management, Inc. (registered investment adviser); Chief Compliance Officer and Senior Vice President, Invesco Advisers, Inc. (formerly Invesco Institutional (N.A.), Inc. – registered investment adviser) and Vice President, Invesco Distributors, Inc. and Invesco Investment Services, Inc.; formerly Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. (registered investment adviser) and Invesco Advisers, Inc. (formerly Invesco Institutional (N.A.), Inc. – registered investment adviser); Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. Invesco Capital Management, Inc. and Invesco Private Asset Management, Inc.; Vice President, Invesco Capital Management, Inc. and Fund Management Company | |
|
Steven M. Hill (47) Invesco PowerShares Capital Management LLC 301 West Roosevelt Road Wheaton, IL 60187 | | Treasurer | | Since 2011 | | 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; Head of Global ETF Operations, Invesco PowerShares Capital Management LLC; formerly, 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) | |
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* This is the date the officers began serving the Trust. Each officer serves an indefinite term, until his successor is elected.
32
Trustees and Officers (Continued)
Name, Address and Age of Officers | | Position(s) with Trust | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years | |
Anna Paglia (37) Invesco PowerShares Capital Management LLC 301 West Roosevelt Road Wheaton, IL 60187 | | Secretary | | Since 2011 | | 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) | |
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Availability of Additional Information About the Trustees
The Statement of Additional Information includes additional information about the Trustees and is available, without change, upon request at (800) 983-0903.
* This is the date the officers began serving the Trust. Each officer serves an indefinite term, until his successor is elected.
33
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PROXY VOTING POLICIES AND PROCEDURES
A description of the Trust's proxy voting policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge and upon request, by calling (800) 983-0903. This information is also available on the Securities and Exchange Commission's (the "Commission") website at www.sec.gov.
Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is available, without charge and upon request, by (i) calling (800) 983-0903; or (ii) accessing the Trust's Form N-PX on the Commission's website at www.sec.gov.
QUARTERLY PORTFOLIOS
The Trust files its complete schedule of portfolio holdings for the Fund with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Form N-Q is available on the Commission's website at www.sec.gov. The Trust's Form N-Qs may also be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
![](https://capedge.com/proxy/N-CSR/0001104659-12-000833/j11296692_za016.jpg)
This report must be preceded or accompanied by the most recent fund prospectus.
301 West Roosevelt Road
Wheaton, IL 60187
800.983.0903
www.invescopowershares.com
© Invesco PowerShares Capital Management LLC P-PIN-AR-1
ITEM 2. CODE OF ETHICS.
The Registrant has adopted a Code of Ethics that applies to the Registrant’s principal executive officer and principal financial officer. This Code is filed as an exhibit to this report on Form N-CSR under Item 12(a)(1). No substantive amendments to this Code were made during the reporting period. There were no waivers for the fiscal year ended October 31, 2011.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Registrant’s Board of Trustees has determined that the Registrant has three “audit committee financial experts” serving on its Audit Committee: Mr. Marc M. Kole, Mr. Philip M. Nussbaum and Mr. Donald H. Wilson. Each of these Audit Committee members is “independent,” meaning that he is not an “interested person” of the Registrant (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940) and he does not accept any consulting, advisory, or other compensatory fee from the Registrant (except in his capacity as a Board or committee member).
An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.” Further, the designation of a person as an “audit committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “audit committee financial expert” designation. Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the Audit Committee or board of trustees.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
PricewaterhouseCoopers LLP (“PwC”) billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows:
| | Fees Billed by PwC for Services Rendered to the Registrant for Fiscal Year End 2011 | | Percentage of Services Approved for Fiscal Year End 2011 Pursuant to Waiver of Pre- Approval Requirement(1) | | Fees Billed by PwC for Services Rendered to the Registrant for Fiscal Year End 2010 | | Percentage of Services Approved for Fiscal Year End 2010 Pursuant to Waiver of Pre- Approval Requirement(1) | |
| | | | | | | | | |
Audit Fees | | $ | 54,800 | | N/A | | $ | 52,700 | | N/A | |
Audit-Related Fees | | $ | 0 | | 0 | % | $ | 0 | | 0 | % |
Tax Fees(2) | | $ | 7,085 | | 0 | % | $ | 6,812 | | 0 | % |
All Other Fees | | $ | 0 | | 0 | % | $ | 0 | | 0 | % |
Total Fees | | $ | 61,885 | | 0 | % | $ | 59,512 | | 0 | % |
PwC billed the Registrant aggregate fees of $7,085 for the fiscal year ended October 31, 2011 and $6,812 for the fiscal year ended October 31, 2010 for non-audit services rendered to the Registrant.
(1) For the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant
at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant during the fiscal year in which services are provided; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.
(2) Tax fees for the fiscal year ended October 31, 2011 includes fees billed for reviewing tax returns, 2010 excise tax returns and excise distribution calculations. Tax fees for the fiscal year ended October 31, 2010 included fees billed for reviewing tax returns, 2009 excise tax returns and excise tax distribution calculations and tax consultation services.
PwC did not bill any fees for non-audit services rendered to the Registrant’s investment adviser any entity controlling, controlled by or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant for the fiscal years ended October 31, 2011 and October 31, 2010.
Audit Committee Pre Approval Policies and Procedures
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES
As adopted by the Audit Committee of
the PowerShares Funds (the “Funds”)
June 26, 2009
Statement of Principles
Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and Exchange Commission (“SEC”) (“Rules”), the Audit Committee of the Funds’ (the “Audit Committee”) Board of Trustees (the “Board”) is responsible for the appointment, compensation and oversight of the work of independent accountants (an “Auditor”). As part of this responsibility and to assure that the Auditor’s independence is not impaired, the Audit Committee pre-approves the audit and non-audit services provided to the Funds by each Auditor, as well as all non-audit services provided by the Auditor to the Funds’ investment adviser and to affiliates of the adviser that provide ongoing services to the Funds (“Service Affiliates”) if the services directly impact the Funds’ operations or financial reporting. The SEC Rules also specify the types of services that an Auditor may not provide to its audit client. The following policies and procedures comply with the requirements for pre-approval and provide a mechanism by which management of the Funds may request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations.
Proposed services either may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”) or require the specific pre-approval of the Audit Committee (“specific pre-approval”). As set forth in these policies and procedures, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee. Additionally, any fees exceeding 110% of estimated pre-approved fee levels provided at the time the service was pre-approved will also require specific approval by the Audit Committee before payment is made. The Audit Committee will also consider the impact of additional fees on the Auditor’s independence when determining whether to approve any additional fees for previously pre-approved services.
The Audit Committee will annually review and generally pre-approve the services that may be provided by each Auditor without obtaining specific pre-approval from the Audit Committee. The term of any general pre-approval runs from the date of such pre-approval through June 30th of the following year, unless the Audit Committee considers a different period and states otherwise. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.
The purpose of these policies and procedures is to set forth the guidelines to assist the Audit Committee in fulfilling its responsibilities.
Delegation
The Chairman of the Audit Committee (or, in his or her absence, any member of the Audit Committee) may grant specific pre-approval for non-prohibited services for engagements of less than $20,000. All such delegated pre-approvals shall be presented to the Audit Committee no later than the next Audit Committee meeting.
Audit Services
The annual audit services engagement terms will be subject to specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures such as tax provision work that is required to be performed by the independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will obtain, review and consider sufficient information concerning the proposed Auditor to make a reasonable evaluation of the Auditor’s qualifications and independence.
In addition to the annual Audit services engagement, the Audit Committee may grant either general or specific pre-approval of other Audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include services such as issuing consents for the inclusion of audited financial statements with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
Non-Audit Services
The Audit Committee may provide either general or specific pre-approval of any non-audit services to the Funds and its Service Affiliates if the Audit Committee believes that the provision of the service will not impair the independence of the Auditor, is consistent with the SEC’s Rules on auditor independence, and otherwise conforms to the Audit Committee’s general principles and policies as set forth herein.
Audit-Related Services
“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Funds’ financial statements or that are traditionally performed by the independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; and assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities.
Tax Services
“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committee will scrutinize carefully the retention of the Auditor in connection with a transaction initially recommended by the Auditor, the major business purpose of which may be tax avoidance or the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisors as necessary to ensure the consistency of Tax services rendered by the Auditor with the foregoing policy.
No Auditor shall represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.
Under rules adopted by the Public Company Accounting Oversight Board and approved by the SEC, in connection with seeking Audit Committee pre-approval of permissible Tax services, the Auditor shall:
1. Describe in writing to the Audit Committee, which writing may be in the form of the proposed engagement letter:
a. The scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the Fund, relating to the service; and
b. Any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor and any person (other than the Fund) with respect to the promoting, marketing, or recommending of a transaction covered by the service;
2. Discuss with the Audit Committee the potential effects of the services on the independence of the Auditor; and
3. Document the substance of its discussion with the Audit Committee.
All Other Auditor Services
The Audit Committee may pre-approve non-audit services classified as “All other services” that are not categorically prohibited by the SEC, as listed in Exhibit 1 to this policy.
Pre-Approval Fee Levels or Established Amounts
Pre-approval of estimated fees or established amounts for services to be provided by the Auditor under general or specific pre-approval policies will be set periodically by the Audit Committee. Any proposed fees exceeding 110% of the maximum estimated pre-approved fees or established amounts for pre-approved audit and non-audit services will be reported to the Audit Committee at the quarterly Audit Committee meeting and will require specific approval by the Audit Committee before payment is made. The Audit Committee will always factor in the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services and in determining whether to approve any additional fees exceeding 110% of the maximum pre-approved fees or established amounts for previously pre-approved services.
Procedures
On an annual basis, the Auditor will submit to the Audit Committee for general pre-approval, a list of non-audit services that the Funds or Service Affiliates of the Funds may request from the Auditor. The list will describe the non-audit services in reasonable detail and will include an estimated range of fees and such other information as the Audit Committee may request.
Each request for services to be provided by the Auditor under the general pre-approval of the Audit Committee will be submitted to the Funds’ Treasurer (or his or her designee) and must include a detailed description of the services to be rendered. The Treasurer or his or her designee will ensure that such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed at the next quarterly scheduled Audit Committee meeting of any such services for which the Auditor rendered an invoice and whether such services and fees had been pre-approved and if so, by what means.
Each request to provide services that require specific approval by the Audit Committee shall be submitted to the Audit Committee jointly by the Funds’ Treasurer or his or her designee and the Auditor, and must include a joint statement that, in their view, such request is consistent with the policies and pre-approval procedures and the SEC Rules.
Each request to provide Tax services under either the general or specific pre-approval of the Audit Committee will describe in writing: (i) the scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the audit client, relating to the service; and (ii) any compensation arrangement or other agreement between the Auditor and any person (other than the audit client) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will discuss with the Audit Committee
the potential effects of the services on the Auditor’s independence and will document the substance of the discussion.
Non-audit services pursuant to the de minimis exception provided by the SEC Rules will be promptly brought to the attention of the Audit Committee for approval, including documentation that each of the conditions for this exception, as set forth in the SEC Rules, has been satisfied.
On at least an annual basis, the Auditor will prepare a summary of all the services provided to any entity in the investment company complex as defined in section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of the engagement and the fees associated with those services.
The Audit Committee has designated the Funds’ Treasurer to monitor the performance of all services provided by the Auditor and to ensure such services are in compliance with these policies and procedures. The Funds’ Treasurer will report to the Audit Committee on a periodic basis as to the results of such monitoring. Both the Funds’ Treasurer and management will immediately report to the Chairman of the Audit Committee any breach of these policies and procedures that comes to the attention of the Funds’ Treasurer or senior management.
Exhibit 1 to Pre-Approval of Audit and Non-Audit Services Policies and Procedures
Conditionally Prohibited Non-Audit Services (not prohibited if the Fund can reasonably conclude that the results of the service would not be subject to audit procedures in connection with the audit of the Fund’s financial statements)
· Bookkeeping or other services related to the accounting records or financial statements of the audit client
· Financial information systems design and implementation
· Appraisal or valuation services, fairness opinions, or contribution-in-kind reports
· Actuarial services
· Internal audit outsourcing services
Categorically Prohibited Non-Audit Services
· Management functions
· Human resources
· Broker-dealer, investment adviser, or investment banking services
· Legal services
· Expert services unrelated to the audit
· Any service or product provided for a contingent fee or a commission
· Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance
· Tax services for persons in financial reporting oversight roles at the Fund
· Any other service that the Public Company Oversight Board determines by regulation is impermissible.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The Registrant has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, which consists of the independent trustees. The Audit Committee members are Ronn R. Bagge, Todd J. Barre, Marc M. Kole, Philip M. Nussbaum and Donald H. Wilson.
ITEM 6. SCHEDULE OF INVESTMENTS.
The Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not Applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not Applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS.
Not Applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the Registrant’s President (principal executive officer) and Treasurer (principal financial officer) have concluded that such disclosure controls and procedures are effective.
(b) There were no significant changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 ) that occurred during the fourth fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Code of Ethics .
(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not Applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PowerShares India Exchange-Traded Fund Trust
By: | /s/ Andrew Schlossberg | |
Name: Andrew Schlossberg | |
Title: President | |
Date: January 6, 2012 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: | /s/ Andrew Schlossberg | |
Name: Andrew Schlossberg | |
Title: President | |
Date: January 6, 2012 | |
| |
By: | /s/ Steven M. Hill | |
Name: Steven M. Hill | |
Title: Treasurer | |
Date: January 6, 2012 | |