-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PIhBtEes/pFcsnkRi6sj1ZMlDkTHQrdnMct8fgPeTISXHupwnczh2XhjhskLXW9n WQJkjZvdhhkWLtUqj/JGmA== 0001287726-07-000169.txt : 20070411 0001287726-07-000169.hdr.sgml : 20070411 20070411133524 ACCESSION NUMBER: 0001287726-07-000169 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070411 DATE AS OF CHANGE: 20070411 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iSHARES INC CENTRAL INDEX KEY: 0000930667 IRS NUMBER: 510396525 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49345 FILM NUMBER: 07760837 BUSINESS ADDRESS: STREET 1: 45 FREMONT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 6179375525 MAIL ADDRESS: STREET 1: 45 FREMONT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: ISHARES INC DATE OF NAME CHANGE: 20000516 FORMER COMPANY: FORMER CONFORMED NAME: WEBS INDEX FUND INC DATE OF NAME CHANGE: 19970211 FORMER COMPANY: FORMER CONFORMED NAME: FOREIGN FUND INC DATE OF NAME CHANGE: 19950524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARD ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001207017 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126321890 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10112 SC 13D/A 1 r13da-ishare.htm r13daiShare Dow Jones US Region Bank Index Fund

SCHEDULE 13D/A

CUSIP No: 464288778

1)NAME OF REPORTING PERSON Lazard Asset Management LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 05-0530199

2)CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)o (b)o

3)SEC USE ONLY:

4)SOURCE OF FUNDS:* OO

5)CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): o

6)CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7)SOLE VOTING POWER: 123,569

8)SHARED VOTING POWER: -

9)SOLE DISPOSITIVE POWER: 125,919

10)SHARED DISPOSITIVE POWER: -

11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:125,919

12)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.99%

14)TYPE OF REPORTING PERSON: IA

Item 1: SECURITY AND ISSUER

Item 1(a). Name of Issuer:

iShare Dow Jones US Region Bank Index Fund

Item 1(b). Address of Issuer's Principal Executive Offices:

Barclays Global Fund Advisors

45 Fremont Street

San Francisco, CA 94105

Item 1(c):Title of Class of Securities: Exchange Trade Fund

Item 1(d):CUSIP Number: 464288778

Item 2: IDENTITY AND BACKGROUND

Item 2(a). Name of Person Filing:

Lazard Asset Management LLC

Item 2(b). Address of Principal Business Office or, if None, Residence:

30 Rockefeller Plaza

New York, New York 10112

Item 2(c):Background:

LAM LLC, a Delaware Limited Liability Company, and its affiliates proved investment management services to institutional and private clients accounts with assets totaling $97.7 billion as of December 31,2006.

During the last five years, neither Lazard Asset Management LLC, no any of its respective officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither Lazard Asset Management LLC, nor any of its respective officers or directors has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceedings, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or violation with respect to such laws.

All the executive officers and directors of Lazard Asset Management LLC are citizens of the United States of America.

Item 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:

All Shares managed by Lazard Asset Management LLC were purchased in the open market using client assets under management. No leverage or loans were used in the acquisition.

Item 4: PURPOSE OF TRANSACTION:

The acquisition of the securities referred to herein is for investment purposes. Lazard Asset Management LLC is filing this Schedule 13D/A because it holds less than 20% of the outstanding shares. Lazard Asset Management LLC may make further purchases of shares of stock from time to time and may dispose of any or all of the shares of stock held by it at any time. Lazard Asset Management LLC has no present plans or intentions which relate to or would result in any of the matters set forth in subparagraphs (b) - (j) of Item 4 of Schedule 13D.

Item 5: INTEREST IN SECURITIES OF THE ISSUER.

(a)Shares Outstanding: 600,000

(b)Amount beneficially owned: 125,919

(c)Percent of class: 20.99

(d)Number of shares as to which such person has:

(i)Sole power to vote or to direct the vote: 123,569

(ii)Shared power to vote or to direct the vote:-

(iii)Sole power to dispose or to direct the disposition of: 125,919

(iv)Shared power to dispose or to direct the disposition of:-

Item 5(e): Ownership of More than Five Percent on Behalf of Another Person N/A

Item 5(f): Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable

Item 5(g): Identification and Classification of Members of the Group: Not applicable

Item 5(h): Notice of Dissolution of Group:Not applicable

Item 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER:

Except as otherwise set forth herein, no contract, arrangement, understanding or relationship with any person with respect to the securities of the Company between LAM and any person or entity.

Item 7: MATERIAL TO BE FILED AS EXHIBITS:

Transaction as Exhibit One

CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE:

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: April 11, 2007

_________________________

Brian Kawakami

Chief Compliance Officer

 EX-1 3 r13da-isharetran.htm r13daiShare Dow Jones US Region Bank Index Fund

SCHEDULE 13D/A

CUSIP No: 464288778

TRANSACTIONS IN THE SHARES BY THE REPORTING PERSON DURING THE PAST 60 DAYS

02/12/2007 4,384 52.30
02/14/2007 400 52.96
02/15/2007 85 53.03
02/16/2007 380 53.15
02/20/2007 125 53.43
02/21/2007 14,020 53.20
03/19/2007 1,495 50.38
03/21/2007 115 51.26
03/22/2007 -300 51.46
03/23/2007 -170 51.29
03/26/2007 2,520 51.09
04/02/2007 1,245 49.64
04/03/2007 5,467 50.43
04/04/2007 -2,725 50.09
04/05/2007 -15,700 49.90
04/09/2007 1,500 49.73
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