Securities Exchange Act of 1934
iShares Enhanced International Small Cap ETF and
Via Facsimile and U.S. Mail
Benjamin J. Haskin
Willkie Farr & Gallagher LLP
1875 K Street, NW
Washington, DC 20006
RE: iShares Enhanced International Small Cap ETF and
iShares Enhanced International Large Cap ETF
Dear Mr. Haskin:
We are responding to your letter requesting exemptive and no-action relief dated February 18, 2014 to Michele M. Anderson, as supplemented by telephone conversations with the staff. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence. Unless otherwise noted, all capitalized terms in this letter have the same meaning as in your letter of February 18, 2014.
On the basis of your representations and the facts presented in your February 18, 2014 letter, the United States Securities and Exchange Commission ("Commission") hereby grants an exemption from Rule 14e-5 under the Exchange Act. The exemption from Rule 14e-5 permits any person acting as a dealer-manager in a tender offer for a security in which a Fund invests to redeem Shares in "creation unit" size aggregations to a Fund for Deposit Securities or Fund Securities that may include a security subject to the tender offer or engage in secondary market transactions in Shares during such tender offer.
In addition, on the basis of the representations made and the facts presented in your February 18, 2014 letter, the staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rule 14e-5 if a broker-dealer acting as a dealer-manager in a tender offer for any securities in which the Funds invest purchases such securities in the secondary market for the purpose of tendering them to purchase one or more Creation Units of a Fund's Shares, as described in your letter.
In granting this relief, we note in particular that:
The foregoing exemptive and no-action relief is based solely on the representations and the facts presented in your letter dated February 18, 2014, as supplemented by telephone conversations with the Commission staff. The relief granted is strictly limited to the application of the rule listed above to the transactions described in your letter. You should discontinue these transactions pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position 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 Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by these transactions, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to such transactions.
For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,
Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
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