7768 Federal Register / Vol. 73, No. 28 / Monday, February 11, 2008 / Notices 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Comments should be directed to: 

R. Corey Booth, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Shirley 

Martinson, 6432 General Green Way, 

Alexandria, Virginia 22312; or 

comments may be sent by e-mail to: 

PRA_Mailbox@sec.gov. Comments must 

be submitted within 60 days of this 

notice. 

Dated: February 4, 2008. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E8–2443 Filed 2–8–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request; 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213 

Extension: 

Rule 425; OMB Control No. 3235–0521; 

SEC File No. 270–462. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget the 

request for extension of the previously 

approved collection of information 

discussed below. 

Rule 425 (17 CFR 230.425) under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.) requires the filing of certain 

prospectuses and communications 

under Rule 135 (17 CFR 230.135) and 

Rule 165 (17 CFR 230.165) in 

connection with business combination 

transactions. The purpose of the rule is 

to permit more oral and written 

communications with shareholders 

about tender offers, mergers and other 

business combination transactions on a 

more timely basis, so long as the written 

communications are filed on the date of 

first use. The information provided 

under Rule 425 is made available to the 

public upon request. Also, the 

information provided under Rule 425 is 

mandatory. Approximately 3,700 issuers 

file communications under Rule 425 at 

an estimated .25 hours per response for 

a total of 925 annual burden hours. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Written comments regarding the 

above information should be directed to 

the following persons: (i) Desk Officer 

for the Securities and Exchange 

Commission, Office of Information and 

Regulatory Affairs, Office of 

Management and Budget, Room 10102, 

New Executive Office Building, 

Washington, DC 20503 or send an 

e-mail to 

Alexander_T._Hunt@omb.eop.gov; and 

(ii) R. Corey Booth, Director/Chief 

Information Officer, Office of 

Information Technology, Securities and 

Exchange Commission, C/O Shirley 

Martinson, 6432 General Green Way, 

Alexandria, VA 22312; or send e-mail 

to: PRA_Mailbox@sec.gov. Comments 

must be submitted to OMB within 30 

days of this notice. 

Dated: February 4, 2008. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E8–2444 Filed 2–8–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28143; 812–13352] 

Bear Stearns Asset Management, Inc., 

et al.; Notice of Application 

February 5, 2008. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from sections 

2(a)(32), 5(a)(1) and 22(d) of the Act and 

rule 22c–1 under the Act. 

APPLICANTS: Bear Stearns Asset 

Management, Inc. (the ‘‘Advisor’’), 

ALPS Distributors, Inc. (the 

‘‘Distributor’’), and Bear Stearns Active 

ETF Trust (the ‘‘Trust’’). 

SUMMARY OF APPLICATION: Applicants 

request an order that permits (a) series 

of certain open-end management 

investment companies to issue shares 

(‘‘ETS’’) redeemable in large 

aggregations only (‘‘Creation Unit 

Aggregations’’) and (b) secondary 

market transactions in ETS to occur at 

negotiated market prices. 

FILING DATES: The application was filed 

on December 21, 2006 and amended on 

August 8, 2007, September 14, 2007, 

November 5, 2007, December 10, 2007, 

December 26, 2007, and January 14, 

2008. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on February 26, 2008, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549–

1090. Applicants: Advisor and Trust, 

237 Park Avenue, New York, New York 

10017; Distributor, 1290 Broadway, 

Suite 1100, Denver, CO 80203. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel, at (202) 

551–6873, or Marilyn Mann, Branch 

Chief, at (202) 551–6821 (Division of 

Investment Management, Office of 

Investment Company Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the 

Commission’s Public Reference Desk, 

100 F Street, NE., Washington, DC 

20549–0102 (tel. 202–551–5850). 

Applicants’ Representations 

1. The Trust is an open-end 

management investment company 

registered under the Act and formed as 

a Delaware statutory trust. The Trust is 

organized as a series fund with one 

initial series: Bear Stearns Current Yield 

Fund (the ‘‘Current Yield Fund’’). The 

investment objective of the Current 

Yield Fund will be to seek as high a 

level of current income as is consistent 

with the preservation of capital and 

liquidity by investing primarily in shortterm debt obligations, repurchase 

agreements and reverse repurchase 

agreements that meet certain minimum 

ratings requirements (or if unrated, that 

the Advisor determines are of 

comparable quality). The Current Yield 

Fund’s portfolio will have an average 

dollar-weighted maturity of 

approximately 180 days. 

2. The Advisor plans to introduce 

future series of the Trust or of other 

open-end management investment 


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Federal Register / Vol. 73, No. 28 / Monday, February 11, 2008 / Notices 7769 

1With respect to both the Current Yield Fund and 

the Future Funds, if a security satisfies the 

minimum rating requirement at the time of 

purchase and is subsequently downgraded below 

that rating, the Advisor will determine what action, 

including the sale of the security, is in the best 

interest of the applicable Fund and its shareholders. 

2All entities that currently intend to rely on the 

order are named as applicants. Any other entity that 

relies on the order in the future will comply with 

the terms and conditions of the application. 

3The Exchange intends to disseminate every 15 

seconds, during regular trading hours, through the 

facilities of the Consolidated Tape Association, the 

indicative intra-day value (‘‘IIV’’) of each Fund on 

a per-ETS basis. An independent third party 

calculator will calculate the IIV during the hours of 

trading on the Exchange by dividing (a) the sum of 

the estimated amount of cash held in the applicable 

Fund’s portfolio, the estimated amount of accrued 

interest owing to the applicable Fund and the 

estimated value of the securities held in the 

applicable Fund’s portfolio, minus the estimated 

amount of liabilities, as of the time of calculation 

by (b) the total number of outstanding ETS of the 

Fund. Applicants assert that the calculation and 

dissemination of IIV will allow for efficient 

arbitrage and thus avoid the possibility that 

significant deviations could develop between the 

market price of ETS and NAV. 

4ETS will be registered in book-entry form only. 

DTC or its nominee will be the registered owner of 

all outstanding ETS. DTC or DTC Participants will 

maintain records reflecting beneficial owners of 

ETS. 

companies (‘‘Future Funds’’). The 

Future Funds will invest primarily in 

investment grade fixed-income 

securities (or, if unrated, that the 

Advisor determines are of a comparable 

quality).1 Applicants request that the 

order apply to any such Future Funds. 

Any Future Fund will be (a) advised by 

the Advisor or an entity controlled by or 

under common control with the 

Advisor, and (b) comply with the terms 

and conditions of the application.2 The 

Current Yield Fund and Future Funds 

together are the ‘‘Funds.’’ Each Fund 

will operate as an actively-managed 

exchange-traded fund (‘‘ETF’’). 

3. The Advisor, a New York 

corporation, is a wholly-owned 

subsidiary of The Bear Stearns 

Companies Inc., a holding company that 

through its subsidiaries (including its 

principal subsidiary, Bear, Stearns & 

Co., Inc.) is a United States investment 

banking, securities trading and 

brokerage firm serving U.S. and foreign 

corporations, governments, and 

institutional and individual investors. 

The Advisor is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’) and will serve as 

investment adviser to all the Funds. The 

Advisor may retain other investment 

advisers to act as ‘‘sub-advisors’’ to 

Future Funds (‘‘Subadvisors’’). Any 

Subadvisor will be registered under the 

Advisers Act. The Distributor, a brokerdealer registered under the Securities 

Exchange Act of 1934, will act as each 

Fund’s distributor and principal 

underwriter. 

4. ETS of the Funds will be sold in 

Creation Unit Aggregations initially of 

50,000 ETS. All orders to purchase 

Creation Unit Aggregations must be 

placed with the Distributor by or 

through a party that has entered into an 

agreement with the Distributor 

(‘‘Authorized Participant’’). An 

Authorized Participant must be a 

participant in the Depository Trust 

Company (‘‘DTC,’’ and such participant, 

‘‘DTC Participant’’). Creation Unit 

Aggregations will be created and 

redeemed solely in cash at net asset 

value (‘‘NAV’’). Each Fund will sell and 

redeem Creation Unit Aggregations on 

each day required by section 22(e) of the 

Act (each such day, a ‘‘Business Day’’). 

5. An investor purchasing a Creation 

Unit Aggregation from a Fund will be 

charged a fixed fee (‘‘Transaction Fee’’) 

to protect the continuing ETS holders 

against the possible dilutive 

transactional expenses in connection 

with the purchase of Creation Unit 

Aggregations. From time to time, a Fund 

may waive or modify the Transaction 

Fee. The exact amounts of the 

Transaction Fee will be determined 

separately for each Fund. The 

Transaction Fee relevant to each Fund 

will be fully disclosed in the prospectus 

(‘‘Prospectus’’) and the method of 

calculating that Transaction Fee will be 

fully disclosed in the statement of 

additional information of such Fund. 

All orders to purchase Creation Unit 

Aggregations will be placed with the 

Distributor by or through an Authorized 

Participant and it will be the 

Distributor’s responsibility to transmit 

such orders to the Trust. The Distributor 

also will be responsible for delivering 

the Prospectus to those persons 

purchasing Creation Unit Aggregations, 

and for maintaining records of both the 

orders placed with it and the 

acknowledgments furnished by it. In 

addition, the Distributor will maintain a 

record of the instructions given to the 

Trust to implement the delivery of ETS. 

6. Purchasers of ETS in Creation Unit 

Aggregations may hold such ETS or may 

sell such ETS into the secondary 

market. ETS will be listed and traded on 

a national securities exchange as 

defined in section 2(a)(26) of the Act 

(‘‘Exchange’’). It is expected that one or 

more member firms of a listing 

Exchange will be designated to act as a 

specialist and maintain a market for ETS 

on the Exchange (the ‘‘Exchange 

Specialist’’). Prices of ETS trading on an 

Exchange will be based on the current 

bid/offer market.3 ETS sold in the 

secondary market will be subject to 

customary brokerage fees or 

commissions. 

7. Applicants expect that purchasers 

of Creation Unit Aggregations will 

include institutional investors and 

arbitrageurs. The Exchange Specialist, 

in providing a fair and orderly 

secondary market for the ETS, also may 

purchase Creation Unit Aggregations for 

use in its market-making activities. 

Applicants expect that secondary 

market purchasers of ETS will include 

both institutional investors and retail 

investors.4 Applicants expect that the 

price at which the ETS trade will be 

disciplined by arbitrage opportunities 

created by the ability to continually 

purchase or redeem Creation Unit 

Aggregations at their NAV, which 

should ensure that the ETS will not 

trade at a material discount or premium 

in relation to their NAV. 

8. ETS will not be individually 

redeemable, and owners of ETS may 

acquire those ETS from a Fund, or 

tender such ETS for redemption to the 

Fund, in Creation Unit Aggregations 

only. To redeem, an investor will have 

to accumulate enough ETS to constitute 

a Creation Unit Aggregation. 

Redemption orders must be placed by or 

through an Authorized Participant. A 

redeeming investor may pay a 

Transaction Fee, calculated in the same 

manner as a Transaction Fee payable in 

connection with purchases of Creation 

Unit Aggregations. 

9. Neither the Trust nor any Fund will 

be advertised, marketed or otherwise 

held out as an ‘‘open-end investment 

company’’ or a ‘‘mutual fund.’’ Instead, 

each Fund will be marketed as an 

‘‘actively-managed exchange-traded 

fund.’’ All marketing materials that 

describe the method of obtaining, 

buying or selling ETS, or refer to 

redeemability, will prominently 

disclose that ETS are not individually 

redeemable and that the owners of ETS 

may purchase or redeem ETS from a 

Fund in Creation Unit Aggregations 

only. The same approach will be 

followed in shareholder reports and 

other communications and investor 

educational materials issued or 

circulated in connection with the ETS. 

The Funds will provide copies of their 

annual and semi-annual shareholder 

reports to DTC Participants for 

distribution to beneficial owners of ETS. 

10. The Funds’ Web site, which will 

be publicly available prior to the public 

offering of ETS, will include the 

Prospectus and other information about 

the Funds that is updated on a daily 

basis, including the reported mid-point 

of the bid-ask spread at the time of the 

calculation of NAV (‘‘Bid/Ask Price’’). 


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7770 Federal Register / Vol. 73, No. 28 / Monday, February 11, 2008 / Notices 

5Applicants note that under accounting 

procedures followed by the Funds, trades made on 

the prior Business Day (‘‘T’’) will be booked and 

reflected in NAV on the current Business Day (‘‘T 

+ 1’’). Accordingly, the Funds will be able to 

disclose at the beginning of the Business Day the 

portfolio that will form the basis for the NAV 

calculation at the end of the Business Day. 

On each Business Day, before the 

commencement of trading in ETS on the 

Exchange, each Fund will disclose on 

its Web site the identities and quantities 

of the portfolio securities and other 

assets held by the Fund that will form 

the basis for the Fund’s calculation of 

NAV at the end of the Business Day.5

Applicants assert that the Web site 

disclosure of each Fund’s portfolio 

securities and other assets will provide 

a level of portfolio transparency that is 

substantially similar to that of indexbased ETFs. 

Applicants’ Legal Analysis 

1. Applicants request an order under 

section 6(c) of the Act granting an 

exemption from sections 2(a)(32), 5(a)(1) 

and 22(d) of the Act and rule 22c–1 

under the Act. 

2. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction, or any 

class of persons, securities or 

transactions, from any provision of the 

Act, if and to the extent that such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. 

Sections 5(a)(1) and 2(a)(32) of the Act 

3. Section 5(a)(1) of the Act defines an 

‘‘open-end company’’ as a management 

investment company that is offering for 

sale or has outstanding any redeemable 

security of which it is the issuer. 

Section 2(a)(32) of the Act defines a 

redeemable security as any security, 

other than short-term paper, under the 

terms of which the holder, upon its 

presentation to the issuer, is entitled to 

receive approximately his proportionate 

share of the issuer’s current net assets, 

or the cash equivalent. Because ETS will 

not be individually redeemable, 

applicants request an order that would 

permit each Fund, as a series of an 

open-end management investment 

company, to issue ETS that are 

redeemable in Creation Unit 

Aggregations only. Applicants state that 

investors may purchase ETS in Creation 

Unit Aggregations from each Fund and 

redeem Creation Unit Aggregations from 

each Fund. Applicants further state that 

because the market price of ETS will be 

disciplined by arbitrage opportunities, 

investors should be able to sell ETS in 

the secondary market at prices that do 

not vary substantially from their NAV. 

Section 22(d) of the Act and Rule 22c–

1 under the Act 

4. Section 22(d) of the Act, among 

other things, prohibits a dealer from 

selling a redeemable security, which is 

currently being offered to the public by 

or through a principal underwriter, 

except at a current public offering price 

described in the prospectus. Rule 22c–

1 under the Act generally requires that 

a dealer selling, redeeming, or 

repurchasing a redeemable security do 

so only at a price based on its NAV. 

Applicants state that secondary market 

trading in ETS will take place at 

negotiated prices, not at a current 

offering price described in the 

Prospectus, and not at a price based on 

NAV. Thus, purchases and sales of ETS 

in the secondary market will not comply 

with section 22(d) of the Act and rule 

22c–1 under the Act. Applicants request 

an exemption under section 6(c) from 

these provisions. 

5. Applicants assert that the concerns 

sought to be addressed by section 22(d) 

of the Act and rule 22c–1 under the Act 

with respect to pricing are equally 

satisfied by the proposed method of 

pricing ETS. Applicants maintain that 

while there is little legislative history 

regarding section 22(d), its provisions, 

as well as those of rule 22c–1, appear to 

have been designed to (a) prevent 

dilution caused by certain risklesstrading schemes by principal 

underwriters and contract dealers, (b) 

prevent unjust discrimination or 

preferential treatment among buyers, 

and (c) assure an orderly distribution of 

investment company shares by 

eliminating price competition from 

dealers offering shares at less than the 

published sales price and repurchasing 

shares at more than the published 

redemption price. 

6. Applicants believe that none of 

these purposes will be thwarted by 

permitting ETS to trade in the secondary 

market at negotiated prices. Applicants 

state that (a) secondary market trading 

in ETS does not involve the Funds as 

parties and cannot result in dilution of 

an investment in ETS, and (b) to the 

extent different prices exist during a 

given trading day, or from day to day, 

such variances occur as a result of thirdparty market forces, such as supply and 

demand. Therefore, applicants assert 

that secondary market transactions in 

ETS will not lead to discrimination or 

preferential treatment among 

purchasers. Finally, applicants contend 

that the proposed distribution system 

will be orderly because arbitrage activity 

will ensure that the difference between 

the market price of ETS and their NAV 

remains narrow. 

Applicants’ Conditions 

The applicants agree that any order of 

the Commission granting the requested 

relief will be subject to the following 

conditions: 

1. Neither the Trust nor any of the 

Funds will be advertised or marketed as 

an open-end investment company or a 

mutual fund. Each Fund’s Prospectus 

will prominently disclose that the Fund 

is an ‘‘actively managed exchangetraded fund.’’ Each Prospectus also will 

prominently disclose that ETS are not 

individually redeemable and will 

disclose that owners of ETS may acquire 

those ETS from the Fund and tender 

those ETS for redemption to a Fund in 

Creation Unit Aggregations only. Any 

advertising material that describes the 

purchase or sale of Creation Unit 

Aggregations or refers to redeemability 

will prominently disclose that ETS are 

not individually redeemable and that 

owners of ETS may acquire those ETS 

from a Fund and tender those ETS for 

redemption to a Fund in Creation Unit 

Aggregations only. 

2. Each Fund’s Prospectus will clearly 

disclose that, for purposes of the Act, 

ETS are issued by a registered 

investment company, and that the 

acquisition of ETS by investment 

companies and companies relying on 

sections 3(c)(1) or 3(c)(7) of the Act is 

subject to the restrictions of section 

12(d)(1) of the Act, except as permitted 

by an exemptive order that permits 

registered investment companies to 

invest in a Fund beyond the limits in 

section 12(d)(1), subject to certain terms 

and conditions, including that the 

registered investment company enter 

into an agreement with the Fund 

regarding the terms of the investment. 

3. The Web site for the Funds, which 

is and will be publicly accessible at no 

charge, will contain the following 

information, on a per-ETS basis, for 

each Fund: (a) The prior Business Day’s 

NAV and the Bid/Ask Price, and a 

calculation of the premium or discount 

of the Bid/Ask Price against such NAV; 

and (b) data in chart format displaying 

the frequency distribution of discounts 

and premiums of the Bid/Ask Price 

against the NAV, within appropriate 

ranges, for each of the four previous 

calendar quarters (or for the life of the 

Fund, if shorter). 

4. The Prospectus and annual report 

for each Fund will also include: (a) the 

information listed in condition 3(b), (i) 

in the case of the Prospectus, for the 

most recently completed year (and the 

most recently completed quarter or 

quarters, as applicable) and (ii) in the 


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Federal Register / Vol. 73, No. 28 / Monday, February 11, 2008 / Notices 7771 

case of the annual report, for the 

immediately preceding five years, as 

applicable; and (b) the cumulative total 

return and the average annual total 

return based on NAV and Bid/Ask Price, 

calculated on a per ETS basis for one-, 

five- and ten-year periods (or life of the 

Fund). 

5. As long as the Funds operate in 

reliance on the requested order, ETS 

will be listed on an Exchange. 

6. On each Business Day, before the 

commencement of trading in ETS on 

each Fund’s Exchange, the Fund will 

disclose on its Web site the identities 

and quantities of the portfolio securities 

and other assets held by the Fund that 

will form the basis for the Fund’s 

calculation of NAV at the end of the 

Business Day. 

7. The requested order will expire on 

the effective date of any Commission 

rule under the Act that provides relief 

permitting the operation of actively 

managed exchange-traded funds. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E8–2399 Filed 2–8–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28146; 812–13485] 

Barclays Global Fund Advisors, et al.; 

Notice of Application 

February 6, 2008. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from sections 

2(a)(32), 5(a)(1) and 22(d) of the Act and 

rule 22c–1 under the Act, and under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

(a)(2) of the Act. 

APPLICANTS: Barclays Global Fund 

Advisors (the ‘‘Adviser’’), iShares Trust 

(the ‘‘Trust’’) and SEI Investments 

Distribution Co. (the ‘‘Distributor’’). 

SUMMARY OF APPLICATION: Applicants 

request an order that permits: (a) Series 

of certain open-end management 

investment companies to issue shares 

(‘‘Shares’’) redeemable in large 

aggregations only (‘‘Creation Units’’); (b) 

secondary market transactions in Shares 

to occur at negotiated market prices; and 

(c) certain affiliated persons of the series 

to deposit foreign currency and money 

market securities into, and receive 

foreign currency and money market 

securities from, the series in connection 

with the purchase and redemption of 

Creation Units. 

FILING DATES: The application was filed 

on January 25, 2008. Applicants have 

agreed to file an amendment during the 

notice period, the substance of which is 

reflected in this notice. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on February 26, 2008, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549–

1090. Applicants: Adviser and Trust, 

c/o Barclays Global Investors, N.A., 45 

Fremont Street, San Francisco, CA 

94105; Distributor, One Freedom Valley 

Drive, Oaks, PA 19456. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, at 

(202) 551–6817, or Michael W. Mundt, 

Assistant Director, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the 

Commission’s Public Reference Desk, 

100 F Street, NE., Washington, DC 

20549–0102 (tel. 202–551–5850). 

Applicants’ Representations 

1. The Trust, an open-end 

management investment company 

registered under the Act, is organized as 

a Delaware statutory trust and as a series 

fund with multiple series. The Trust 

will offer two new series that will invest 

substantially all of their assets in foreign 

money market securities: iShares Euro 

Currency Fund and iShares Pound 

Sterling Currency Fund (each a ‘‘New 

Fund’’). Each New Fund will seek to 

preserve capital and maintain stability 

of principal by investing in short-term 

securities that are denominated in the 

specified local currency and have 

remaining maturities of sixty days or 

less (‘‘Portfolio Securities’’). Applicants 

state each New Fund is designed to 

decrease in value when the value of the 

U.S. dollar increases relative to the 

applicable local currency and increase 

in value when the value of the U.S. 

dollar falls relative to the applicable 

local currency. While the value of each 

New Fund’s Portfolio Securities is 

expected to be relatively constant in 

local currency terms, a New Fund’s net 

asset value (‘‘NAV’’) will be expressed 

in U.S. dollars. Because of this, 

fluctuations in the per Share NAV of 

each New Fund will be caused by 

fluctuations in the exchange rate 

between U.S. dollars and the applicable 

local currency. 

2. The Trust plans to offer future 

series that will hold money market 

securities denominated in a different 

local currency than the New Funds 

(‘‘Future Funds’’). Applicants request 

that the order apply to any such Future 

Funds. Any Future Fund will be (a) 

advised by the Adviser, and (b) comply 

with the terms and conditions of the 

order. The New Funds and the Future 

Funds together are the ‘‘New Funds.’’

Each New Fund will operate as an 

actively-managed exchange-traded fund. 

3. The Adviser, a California 

corporation, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’) and will serve as 

investment adviser to each New Fund. 

The Distributor, a Pennsylvania 

corporation, is registered under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) and serves as 

principal underwriter and distributor 

for the New Funds. 

4. Shares of the New Funds will be 

sold in Creation Units of 25,000 or 

more. All orders to purchase Creation 

Units must be placed with the 

Distributor by or through an 

‘‘Authorized Participant,’’ an entity that 

has entered into an agreement with the 

Distributor and that is a participant in 

the Depository Trust Company (‘‘DTC,’’

and such participant, ‘‘DTC 

Participant’’). Shares of each New Fund 

will be sold in Creation Units in 

exchange for a designated amount of the 

applicable local currency (the 

‘‘Currency Deposit’’). Each New Fund 

reserves the right to permit or require 

the substitution of an amount of 

securities denominated in the 

applicable local currency (‘‘Deposit 

Securities,’’ together with the Currency 

Deposit, the ‘‘Fund Deposit’’) to replace 


rwilkins on PROD1PC63 with NOTICES