0001193125-07-262421.txt : 20120820
0001193125-07-262421.hdr.sgml : 20120818
20071210172548
ACCESSION NUMBER: 0001193125-07-262421
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20071210
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: iSHARES TRUST
CENTRAL INDEX KEY: 0001100663
IRS NUMBER: 943351276
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: 400 HOWARD STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: (415) 670-2000
MAIL ADDRESS:
STREET 1: 400 HOWARD STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
FORMER COMPANY:
FORMER CONFORMED NAME: ISHARES TRUST
DATE OF NAME CHANGE: 19991213
CORRESP
1
filename1.txt
[LOGO OF WILLKIE FARR & GALLAGHER LLP] 1875 K Street, NW
Washington, DC 20006-1238
Tel: 202 303 1000
Fax: 202 303 2000
December 10, 2007
VIA EDGAR
James O'Connor, Esq.
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: iShares Trust (the "Registrant")
File Nos. 333-92935, 811-9729
Post-Effective Amendment No. 96, Filed on August 9, 2007
Response to Comments from Commission Staff (the "Staff")
Dear Mr. O'Connor:
This letter responds to comments on the above-referenced Post-Effective
Amendment relating to the iShares Global Infrastructure Index Fund (the "Fund")
that you provided in a telephone conversation on September 25, 2007 with the
undersigned and David Solander of this firm.
For your convenience, the substance of the comments has been restated below,
and each comment restatement is followed by the Registrant's response. The
Registrant intends to file under Rule 497 containing the revised disclosures
described below.
Comment No. 1: The Fund should make a representation that it will make
investments in a variety of different foreign countries as well as the United
States, but will never be invested in less than three separate countries.
Response: The Fund believes that it is following previous SEC staff guidance on
Rule 35d-1 regarding the use of "Global" in its name and will, to the extent
its index does, invest its assets in investments that are tied economically to
a number of countries throughout the world. Further, the Fund expects that it
and its index will be comprised of issuers from at least 3 countries; however,
the Fund is required to invest in the securities included in the index.
Currently, the index for the Fund includes issuers from approximately 22
countries. It is possible in the future that the index provider could
concentrate the issuers comprising the index in a smaller number of countries.
New York Washington, DC Paris London Milan Rome Frankfurt Brussels
James O'Connor, Esq.
December 10, 2007
Page 2
Comment No. 2: In the section "Principal Investment Strategies" of the Fund's
prospectus, please confirm that representative sampling techniques at the
basket level would result in "substantial replication" of the index.
Response: The Fund will rely on the Registrant's most recent exemptive order
relating to exemptive relief for ETFs. The Fund intends to comply with the
"representative sampling" standard pursuant to the exemptive order received.
The Fund's use of "representative sampling" may mean that all or a portion of
the securities in the index (or depositary receipts representing securities in
the index) are held by the Fund, but may be in different percentages than they
are in the index. The relevant language in the Registrant's exemptive order
notice is as follows:
"Each Future Fund will generally use a "representative sampling"
strategy to track its Underlying Index. A Future Fund utilizing a
representative sampling strategy generally will hold a basket of the
component securities ("Component Securities") of its Underlying Index,
but it may not hold all of the Component Securities of its Underlying
Index (as compared to a Fund that uses a replication strategy which
invests in substantially all of the Component Securities in its
Underlying Index in the same approximate proportions as in the
Underlying Index). The representative sampling techniques that will be
used by the Advisor to manage the Future Funds do not differ from the
representative sampling techniques it uses to manage the Current Funds."
Comment No. 3: Please represent that the Fund will comply with all of the terms
and conditions of the Registrant's most recent exemptive order relating to
exemptive relief for ETFs.
Response: The Fund is relying on the following exemptive order, which is the
most recent exemptive order granted by the Commission to the Registrant
relating to the operation of its exchange-traded funds (ETFs):
In the Matter of Barclays Global Fund Advisors, et al., IC-27661 (Jan. 17,
2007) (Order), IC-27608 (Dec. 21, 2006) (Notice).
The Registrant has authorized us to represent that the Fund intends to comply
with all of the terms and conditions of this order.
* * * *
Tandy Representations:
The Registrant has authorized us to represent that, with respect to filings
made by the Registrant with the Securities and Exchange Commission and reviewed
by the Staff, it acknowledges that:
(a) the Registrant is responsible for the adequacy and accuracy of the
disclosure in the filings;
James O'Connor, Esq.
December 10, 2007
Page 3
(b) Staff comments or changes to disclosure in response to Staff comments
in the filings reviewed by the Staff do not foreclose the Commission
from taking any action with respect to the filings; and
(c) the Registrant may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
* * * *
Should you have any questions concerning the above, please call me at
(202) 303-1124 or David Solander at (202) 303-1151.
Sincerely,
/s/ Benjamin J. Haskin
------------------------------
Benjamin J. Haskin
cc: Adam Mizock, Esq.