SEC Grants Exemption to iShares U.S. ETF Trust from Rule 14e-5

The SEC issued an exemption from Exchange Act Rule 14e-5 ("Prohibiting Purchases Outside of a Tender Offier") for iShares Commodities Select Strategy ETF.

The exemption permits a Market Participant Covered Person (as defined in the incoming letter) participating in a tender offer for a security in which the Fund invests to: (i) redeem Shares in Creation Unit size aggregations for Fund Securities; (ii) engage in secondary market transactions in Shares after the first public announcement, given certain conditions; (iii) make purchases or arrangements to purchase subject securities in the secondary market; and (iv) for the purpose of transferring such subject securities, purchase one or more Creation Units.

The following conditions were stipulated by the SEC:

  • "any purchases of a subject security or a related security by a Market Participant Covered Person would not be for the purpose of facilitating a tender offer;
  • any purchases of a portfolio security by a Market Participant Covered Person will be effected as an adjustment to a basket of securities in the ordinary course of business as a result of a change in the composition of the Fund's portfolio; and
  • except for the relief specifically granted here, any Market Participant Covered Person will comply with Rule 14e-5."

See: No-Action Letter.

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