SEC Division of Corporation Finance no-action letter: iShares MSCI Frontier 100 ETF

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORAT ION FINANCE
Securities Exchange Act of 1934
Rule 14e-5
Response of the Office of Mergers and Acquisitions Division of Corporation Finance Via Facsimile and U.S. Mail Benjamin J. Haskin, Esq. Willkie Farr & Gallagher LLP 1875 K Street, NW Washington, DC 20006 Re: iShares MSCI Frontier 100 ETF - Request for Exemptive Relief from Rule 14e-5 Dear Mr. Haskin:
We are responding to your letter requesting exemptive relief dated March 14, 2016 addressed to Michele M. Anderson, which requests exemptive relief under the Exchange Act. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your correspondence. Unless otherwise noted, capitalized terms in our letter have the same meaning as in your letter. On the basis of the representations made and the facts presented in your letter, as supplemented by telephone conversations with the staff of the United States Securities and Exchange Commission, the Commission hereby grants an exemption from Rule 14e-5. The exemption operates to permit a Market Participant Covered Person 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 subject security or related security as defined under Rule 14e-5( c) or another ETF share redeemable for a subject security or a related security. The exemption also operates to permit a Market Participant Covered Person to engage in secondary market transactions with respect to Shares after the first public announcement of and during such tender offer given that such transactions could include, or be deemed to include, purchases of, or arrangements to purchase, subject securities or related securities. In addition, the exemption permits a Market Participant Covered Person to make purchases of, or arrangements to purchase, subject securities . or related securities in the secondary market for the purpose of transferring such securities to purchase one or more Creation Units of Shares. To the extent that the Fund constitutes a covered person within the meaning of Rule 14e￾5(c)(3)(iv), the Fund also may rely upon the exemption granted herein. In granting this exemptive relief, we note in particular that our grant of relief is conditioned upon the following: