[Letterhead]
April 29, 2011
BY EDGAR
Ms. Stacie D. Gorman, Esq.
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | iShares GS Commodity Natural Gas Indexed Trust |
Registration Statement on Form S-1, File No. 333-140164
iShares GS Commodity Natural Gas Indexed Investing Pool LLC
Registration Statement on Form S-1, File No. 333-140164-01
Dear Ms. Gorman:
Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as amended (the Securities Act), iShares GS Commodity Natural Gas Indexed Trust (the Trust) and iShares GS Commodity Natural Gas Indexed Investing Pool LLC (the Pool) hereby request that the above-referenced registration statements, including all amendments and exhibits thereto (the Registration Statements) be withdrawn, on the grounds that the Trust and the Pool have decided not to proceed with the offering at this time, and that the Securities and Exchange Commission (the Commission) consent to such withdrawal. The Trust and the Pool have not sold any securities pursuant to the Registration Statements.
If you have any questions regarding the foregoing application for withdrawal, please do not hesitate to contact myself or Raymond Check of Cleary Gottlieb Steen & Hamilton LLP at 212 225 2122.
Very truly yours, |
/s/ Andrew Josef |
Name: Andrew Josef Title: Director |
cc: | Raymond Check |
Cleary Gottlieb Steen & Hamilton LLP