SEC Division of Corporation Finance no-action letter: PowerShares Exchange-Traded Fund Trust

Fe~~~c~c~, UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
N WASHINGTON, D.C. 20549 d~ ~o

• '~Mxx~
  DIVISION OF March 26, 2018
  CORPORATION FINANCE
  Response of the Office of Mergers and Acquisitions Division of Corporation Finance Eric S. Purple Stradley Ronon Stevens &Young, LLP 1250 Connecticut Avenue, N.W., Suite 500 Washington, DC 20036-2652 Re: PowerShares Exchange-Traded Fund Trust Request for Exemptive Relief from Exchange Act Rule 14e-5 Dear Mr. Purple:
  We are responding to your letter dated March 26, 2018, addressed to Ted Yu, Nicholas Panos and Bryan Hough. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your correspondence. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter. On the basis of the representations and the facts presented in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, is granting by separate order an exemption from Exchange Act Rule 14e-5. This exemptive relief permits any Authorized Participant acting as adealer-manager of a tender offer for a security in which the Fund invests to redeem Shares in Creation Unit size aggregations for a Redemption Basket that may include a subject security or related security as defined under Rule 14e-5(c). The relief also operates to permit such persons, described in your letter as "covered persons" within the meaning of Rule 14e-5(c)(3)(ii), to engage in secondary market transactions with respect to the Shares after the first public announcement of the tender offer and during such tender offer given that such transactions could include, or be deemed to include, purchases of, or arrangements to purchase, subject securities or related securities. In addition, the relief permits such covered persons to make purchases of, or arrangements to purchase, subject securities or related securities in the secondary market for the purpose of transferring such securities to purchase one or more Creation Units of Shares, under the circumstances described in your letter. To the extent that either the Trust or the Fund constitutes a covered person within the meaning of Rule 14e-5(c)(3)(iv), each also may rely upon the exemptive relief granted herein. In granting this exemptive relief, we note in particular that our grant of relief is conditioned upon the following:

Eric S. Purple
Stradley Ronon Stevens &Young, LLP

• no purchases of subject securities or related securities made by broker-dealers
  acting as dealer-managers of a tender offer would be effected for the purpose of facilitating a tender offer;
• any purchases of a portfolio security by adealer-manager during a tender offer will
  be effected as adjustments to a basket of securities in the ordinary course of business as a result of a change in the composition of the Fund's portfolio; and
• except for the relief specifically granted herein, any broker-dealer acting as a
  dealer-manager of a tender offer will comply with Rule 14e-5.
  The foregoing exemptive relief is being granted solely based on the representations and the facts presented in your letter. This relief is strictly limited to the application of Rule 14e-5 to the transactions described in your letter. The transactions should be discontinued pending further consultations with the Commission staff if any of the facts or representations set forth in your letter change. In addition, this exemptive relief is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act. We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rules l Ob-5 and 14e-3 thereunder. The transactions and covered persons within the scope of this exemptive relief must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view with respect to any other questions that these transactions may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, such transactions. Sincerely, /s/ Ted Yu Ted Yu Chief, Office of Mergers &Acquisitions Division of Corporation Finance

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
March 26, 2018
ORDER GRANTING EXEMPTION
In the Matter of PowerShares Exchange-Traded FROM EXCHANGE ACT RULE 14E-5 Fund Trust PowerShares Exchange-Traded Fund Trust submitted a letter dated March 26, 2018 requesting that the Securities and Exchange Commission ("Commission") grant an exemption from Exchange Act Rule 14e-5 for the transactions described in its letter ("Request"). Based on the representations and the facts presented in the Request, and subject to the terms and conditions described in the letter from the Division of Corporation Finance dated March 26, 2018, it is ORDERED that the request for exemption from Exchange Act Rule 14e-5 is hereby granted. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Brent J. Fields Secretary Action as set forth or recommended herein APPROVED pursuant to authority delegated by the Commission under Public Law 87-592. For: Division of Corporation Finance By: /s/ Ted Yu Date: 3/26/2018