SEC Division of Trading and Markets no-action letter: PowerShares Actively Managed ETF Trust

DIVISION OF
TRADING AND MARKETS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
April 4,2008.
3 1 West 52nd Street
New York, NY 1001 9
Re: PowerShares Actively Managed Exchange Traded Fund Trust File No. TP 08-38 Dear Mr. Strauss:
In your letter dated April 3,2008, as supplemented by conversations with the staff of the Division of Trading and Markets ("Division"), PowerShares Actively Managed Exchange Traded Fund ("ETF") Trust (the "Trust") on behalf of itself, the Funds (as defined below), any national securities exchange or national securities association on or through which the exchange traded shares of the Trust ("Shares"), may subsequently trade, and persons or entities engaging in transactions in Shares, requests exemptions from, or interpretive or no-action advice regarding, Section 11 (d)(l) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), Rules lob-1 0, lob- 17, 1 1 dl -2, 14e-5,15cl-5 and 15cl-6 under the Exchange Act, and Rules 101 and 102 of Regulation M in connection with secondary market transactions in Shares and the creation or redemption of Creation Units, as discussed in your letter. We have enclosed a photocopy of your letter. Each defined term in this letter has the same meaning as defined in your letter, unless we note otherwise. The Trust was organized on November 6,2007, as a Delaware business trust. The Trust is registered with the Commission under the Investment Company Act of 1940, as amended ("1 940 Act"), as an open-end management investment company. The Trust currently consists of four separate investment portfolios (each a "Fund" and together the "Funds"). The PowerShares Active AlphaQ Fund and the PowerShares Active Alpha Multi-Cap Fund (the "AER Funds") will each seek to provide long-term capital appreciation by investing, under normal market conditions, at least 95% of its total assets in a diversified portfolio of equity securities with a market capitalization of over $400 million using a unique stock screening methodology. The.PowerShares Active Mega Cap Fund will seek long-term capital growth by investing, normally, at least 80% of its assets in a diversified portfolio of equity securities of mega-capitalization companies using a proprietary quantitative approach (together with the AER Funds, the "Equity Funds"). The PowerShares Active Low Duration Fund (the "Fixed Income fund") will seek to provide total return by investing, normally, at least 80% of its assets in a diversified portfolio of U.S. government and corporate debt securities, with duration of