SEC Division of Corporation Finance no-action letter: iShares Commodities Select Strategy ETF

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
Securities Exchange Act of 1934
Rule 14e-5
Exemptive letter: iShares Commodities Select Strategy ETF Response of the Office of Mergers and Acquisitions Division of Corporation Finance December 19, 2014 Via Facsimile and U.S. Mail Benjamin J. Haskin Willkie Farr & Gallagher LLP 1875 K Street, NW Washington, DC 20006 Re: Request for Exemptive Relief from Rule 14e-5 for the iShares Commodities Select Strategy ETF Dear Mr. Haskin:
We are responding to your letter requesting exemptive relief dated December 19, 2014 to Michele M. Anderson and Christina Chalk, 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 December 19, 2014. On the basis of your representations and the facts presented in your December 19, 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 a Market Participant Covered Person (as defined in your letter) in a tender offer for a security in which the Fund invests to redeem Shares in Creation Unit size aggregations for Fund Securities, which may include a security subject or a related security or an Other ETF share redeemable for a subject security or a related security. The exemption also allows a Market Participant Covered Person to engage in secondary market transactions in Shares after the first public announcement of and during such tender offer given that such transactions could include, or be deemed to include,