[Federal Register Volume 67, Number 108 (Wednesday, June 5, 2002)]
[Notices]
[Pages 38681-38684]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-14007]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 25594; 812-12390]


Barclays Global Fund Advisors, et al.; Notice of Application

May 29, 2002.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 6(c) of the 
Investment Company Act of 1940 (``Act'') for an exemption from sections 
2(a)(32), 5(a)(1), and 22(d) of the Act and rule 22c-1 under the Act, 
and under sections 6(c) and 17(b) of the Act for an exemption from 
sections 17(a)(1) and (a)(2) of the Act.

-----------------------------------------------------------------------

    Summary of Application: Applicants request an order that would 
permit: (a) Series of an open-end management investment company, whose 
portfolios will consist of the component securities of certain fixed 
income indices, to issue shares of limited redeemability; (b) secondary 
market transactions in the shares of the series at negotiated prices; 
and (c) affiliated persons of the series to deposit securities into, 
and receive securities from, the series in connection with the purchase 
and redemption of aggregations of the series' shares.
    Applicants: Barclays Global Fund Advisors (``Adviser''), iShares 
Trust (``Trust'') and SEI Investments Distribution Co. 
(``Distributor'').
    Filing Dates: The application was filed on January 2, 2001 and was 
amended on November 20, 2001, May 17, 2002, and May 28, 2002.
    Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on June 24, 2002 and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons may request notification of a hearing by writing to 
the Commission's Secretary.

ADDRESSES: Secretary, Commission, 450 5th Street, NW, Washington, DC 
20549-0609. Applicants: Joanne T. Medero, Esq., Barclays Global Fund 
Advisors, c/o Barclays Global Investors, 45 Fremont Street, San 
Francisco, CA 94105; Susan C. Mosher, Esq., iShares Trust, c/o 
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116; 
and William Zitelli, Esq., SEI Investments Distribution Co., One 
Freedom Valley Drive, Oaks, PA 19456.

FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at 
(202) 942-0567, or Michael W. Mundt, Senior Special Counsel, at (202) 
942-0564 (Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Branch, 450 5th Street, NW, Washington, 
DC 20549-0102 (tel. 202-942-8090).

Applicants' Representations

    1. The Trust is an open-end management investment company 
registered under the Act and established in the state of Delaware. The 
Trust is organized as a series fund with multiple series.\1\ The 
Company intends to offer seven (7) new series of shares (each, a ``New 
Fund''). The Adviser, an investment adviser registered under the 
Investment Advisers Act of 1940, will serve as investment adviser to 
each New Fund. The Distributor, a broker-dealer unaffiliated with the 
Adviser and registered under the Securities Exchange Act of 1934 
(``Exchange Act''), will serve as the principal underwriter of the New 
Fund's shares.
---------------------------------------------------------------------------

    \1\ The existing series of the Trust operate under the terms of 
three prior orders. See Barclays Global Fund Advisors, et al., 
Investment Company Act Release Nos. 24394 (Apr. 17, 2000) (notice) 
and 24451 (May 12, 2000) (order); Barclays Global Fund Advisors, et 
al., Investment Company Act Release Nos. 24393 (Apr. 17, 2000) 
(notice) and 24452 (May 12, 2000) (order); and Barclays Global Fund 
Advisors, et al., Investment Company Act Release Nos. 25078 (July 
24, 2001) (notice) and 25111 (Aug. 15, 2001) (order).
---------------------------------------------------------------------------

    2. Each New Fund will invest in a portfolio of securities 
(``Portfolio Securities'') generally consisting of the component 
securities of a specified fixed income securities index (each, an 
``Underlying Index'').\2\ No entity that

[[Page 38682]]

creates, compiles, sponsors, or maintains an Underlying Index will be 
an affiliated person, as defined in section 2(a)(3) of the Act, or an 
affiliated person of an affiliated person, of the Trust, the Adviser, 
the Distributor, or a promoter of a New Fund.
---------------------------------------------------------------------------

    \2\ The Underlying Indices for the New Funds are Lehman Brothers 
1-3 Year Treasury Index, Lehman Brothers 7-10 Year Treasury Index, 
Lehman Brothers 20+ Year Treasury Index, Lehman Brothers Treasury 
Index, Lehman Brothers Government/Credit Index, Lehman Brothers 
Credit VLI Index, and Goldman Sachs InvesTop Index.
    Except for the New Funds that track the Lehman Brothers Credit 
VLI Index (``Lehman Corporate Bond Fund'') and Goldman Sachs 
InvesTop Index (``Goldman Sachs Corporate Bond Fund''), each New 
Fund will invest at least 90% of its assets in the component 
securities of its Underlying Index and may invest the remainder of 
its assets in certain futures, options, and swap contracts, cash and 
cash equivalents, and in bonds not included in its Underlying Index, 
which the Adviser believes will help the New Fund track its 
Underlying Index. Each of the Lehman Corporate Bond Fund and Goldman 
Sachs Corporate Bond Fund generally will invest at least 90% of its 
assets in the component securities of its Underlying Index. At 
times, each of those New Funds may invest up to 20% of its assets in 
certain futures, options and swap contracts, cash and cash 
equivalents, as well as in bonds not included in its Underlying 
Index, but which the Adviser believes will help the New Fund track 
its Underlying Index and which are either: (a) Included in the 
broader index upon which such Underlying Index is based; or (b) new 
issues entering or about to enter the Underlying Index or the 
broader index upon such Underlying Index is based.
---------------------------------------------------------------------------

    3. The investment objective of each New Fund will be to provide 
investment results that correspond generally to the price and yield 
performance of its relevant Underlying Index. Each New Fund will 
utilize as an investment approach a representative sampling strategy 
where each New Fund will seek to hold a representative sample of the 
component securities of the Underlying Index. \3\ Applicants expect 
that each New Fund will have a tracking error relative to the 
performance of its respective Underlying Index of no more than 5 
percent.
---------------------------------------------------------------------------

    \3\ The bonds selected for inclusion in a New Fund by the 
Adviser will have aggregate duration, sector, credit rating, coupon, 
and embedded option characteristics that closely correlate to those 
characteristics of the Underlying Index as a whole.
---------------------------------------------------------------------------

    4. Shares of each New Fund (``Shares'') will be sold in 
aggregations of 50,000 Shares or more (``Creation Unit Aggregations''). 
It is currently anticipated that the price of a Creation Unit 
Aggregation will be approximately $5,000,000. Creation Unit 
Aggregations may be purchased only by or through a party that has 
entered into a participant agreement with the Distributor (``Authorized 
Participant''). Each Authorized Participant must be a participant in 
the Depository Trust Company (``DTC''). Creation Unit Aggregations 
generally will be issued in exchange for an in-kind deposit of 
securities and cash. An investor wishing to make an in-kind purchase of 
a Creation Unit Aggregation from a New Fund will have to transfer to 
the New Fund a ``Portfolio Deposit'' consisting of (a) A portfolio of 
securities that has been selected by the Adviser to correspond 
generally to the price and yield performance of the relevant Underlying 
Index (``Deposit Securities''), and (b) a cash payment to equalize any 
difference between the total aggregate market value per Creation Unit 
Aggregation of the Deposit Securities and the net asset value (``NAV'') 
per Creation Unit Aggregation of the New Fund (the ``Balancing 
Amount'').\4\ An investor purchasing a Creation Unit Aggregation from a 
New Fund will be charged a fee (``Transaction Fee'') to prevent the 
dilution of the interests of the remaining shareholders resulting from 
the New Fund incurring costs in connection with the purchase of the 
Creation Unit Aggregations.\5\ Each New Fund will disclose the maximum 
Transaction Fees charged by the New Fund in its prospectus and the 
method of calculating the Transaction Fees in its statement of 
additional information (``SAI'').
---------------------------------------------------------------------------

    \4\ On each business day, the Adviser will make available 
through the National Securities Clearing Corporation, immediately 
prior to the opening of trading on the American Stock Exchange LLC 
(``AMEX''), the list of the names and the required number of shares 
of each Deposit Security for each New Fund. The Portfolio Deposit 
will be applicable to purchases of Creation Unit Aggregations until 
the Portfolio Deposit composition is next announced. In addition, 
the Trust reserves the right to permit or require the substitution 
of an amount of cash to be added to the Balancing Amount to replace 
any Deposit Security that may be unavailable or unavailable in 
sufficient quantity for delivery to the Trust upon the purchase of a 
Creation Unit Aggregation, or which may be ineligible for trading by 
an Authorized Participant or the investor on whose behalf the 
Authorized Participant is acting. In addition, AMEX and Bloomberg 
L.P. will disseminate every 15 seconds throughout the trading day on 
AMEX Consolidated Tape B an amount representing on a per Share basis 
the sum of the Balancing Amount effective through and including the 
prior business day, plus the current value of the Deposit 
Securities.
    \5\ In situations where a New Fund permits a purchaser to 
substitute cash for Deposit Securities, the purchaser may be 
assessed an additional fee to offset the New Fund's brokerage and 
other transaction costs associated with using cash to purchase the 
requisite Deposit Securities.
---------------------------------------------------------------------------

    5. Orders to purchase Creation Unit Aggregations will be placed 
with the Distributor, who will be responsible for transmitting the 
orders to the applicable New Fund. The Distributor will issue 
confirmations of acceptance, issue delivery instructions to the 
applicable New Fund to implement the delivery of Creation Unit 
Aggregations, and maintain records of the orders and confirmations. The 
Distributor also will be responsible for delivering prospectuses to 
purchasers of Creation Unit Aggregations.
    6. Persons purchasing Creation Unit Aggregations from a New Fund 
may hold the Shares or sell some or all of them in the secondary 
market. Shares will be listed on the AMEX. One or more AMEX specialists 
will be assigned to make a market in Shares. The price of Shares traded 
on the AMEX will be based on a current bid/offer market, and each Share 
is expected to have a market value of approximately $100. Transactions 
involving the sale of Shares in the secondary market will be subject to 
customary brokerage commissions and charges.
    7. Applicants expect that purchasers of Creation Unit Aggregations 
will include institutional investors and arbitrageurs (which could 
include institutional investors). The AMEX specialist, in providing for 
a fair and orderly secondary market for Shares, also may purchase 
Shares for use in its market-making activities on the AMEX. Applicants 
expect that secondary market purchasers of Shares will include both 
institutional and retail investors. \6\ Applicants believe that 
arbitrageurs and other institutional investors will purchase or redeem 
Creation Unit Aggregations to take advantage of discrepancies between 
the Shares' market price and the Shares' underlying NAV. Applicants 
expect that this arbitrage activity will provide a market 
``discipline'' that will result in a close correspondence between the 
price at which Shares trade and their NAV. In other words, applicants 
do not expect the Shares to trade at a significant premium or discount 
to their NAV.
---------------------------------------------------------------------------

    \6\ Shares will be registered in book-entry form only. DTC or 
its nominee will be the registered owner of all outstanding Shares. 
Records reflecting the beneficial owners of Shares will be 
maintained by DTC or its participants.
---------------------------------------------------------------------------

    8. Shares will not be individually redeemable. Shares will only be 
redeemable in Creation Unit Aggregations through each New Fund. To 
redeem, an investor will have to accumulate enough Shares to constitute 
a Creation Unit Aggregation. An investor redeeming a Creation Unit 
Aggregation generally will receive (a) A portfolio of Portfolio 
Securities specified on the date the request for redemption is made 
(``Redemption Securities''), which may not be identical to the Deposit 
Securities applicable to the purchase of Creation Unit Aggregations, 
and (b) a ``Cash Redemption Payment,'' consisting of an amount 
calculated in the same manner as the Balancing Amount, although the 
actual amounts may differ if the Redemption Securities are not 
identical to the Deposit Securities on the same day. An investor may 
receive the cash equivalent of a Redemption Security in unusual 
circumstances, such as where a redeeming entity is restrained by

[[Page 38683]]

regulation or policy from transacting in the Redemption Security. A 
redeeming investor will pay a Transaction Fee to offset the New Fund's 
transaction costs, whether the redemption proceeds are in-kind or cash. 
An additional variable charge expressed as a percentage of the 
redemption proceeds, will be made for cash redemptions.
    9. Applicants state that neither the Trust nor any New Fund will be 
marketed or otherwise held out as an ``open-end investment company'' or 
a ``mutual fund.'' Rather, the designation of the Trust and each New 
Fund in all marketing materials will be limited to the terms 
``exchange-traded fund,'' ``investment company,'' ``fund'' or ``trust'' 
without reference to an ``open-end fund'' or ``mutual fund,'' except to 
contrast the Trust and each New Fund with a conventional open-end 
management investment company. Any marketing materials that describe 
the purchase or sale of Creation Unit Aggregations, or refer to 
redeemability, will prominently disclose that Shares are not 
individually redeemable and that owners of Shares may tender Shares for 
redemption to each New Fund in Creation Unit Aggregations only. The 
same type of disclosure will be provided in each New Fund's prospectus, 
SAI and all reports to shareholders. \7\ The New Fund will provide 
copies of its annual and semi-annual shareholder reports to DTC 
participants for distribution to beneficial holders of Shares.
---------------------------------------------------------------------------

    \7\ Applicants state that persons purchasing Creation Unit 
Aggregations will be cautioned in the prospectus that some 
activities on their part may, depending on the circumstances, result 
in their being deemed statutory underwriters and subject them to the 
prospectus delivery and liability provisions of the Securities Act 
of 1933 (``Securities Act''). For example, a broker-dealer firm and/
or its client may be deemed a statutory underwriter if it takes 
Creation Unit Aggregations after placing an order with the 
Distributor, breaks them down into the constituent Shares, and sells 
Shares directly to its customers; or if it chooses to couple the 
purchase of a supply of new Shares with an active selling effort 
involving solicitation of secondary market demand for Shares. The 
prospectus will state that whether a person is an underwriter 
depends upon all the facts and circumstances pertaining to that 
person's activities. The prospectus also will state that broker-
dealer firms should also note that dealers who are not 
``underwriters'' but are participating in a distribution (as 
contrasted to ordinary secondary trading transactions), and thus 
dealing with Shares that are part of an ``unsold allotment'' within 
the meaning of section 4(3)(C) of the Securities Act, would be 
unable to take advantage of the prospectus delivery exemption 
provided by section 4(3) of the Securities Act.
---------------------------------------------------------------------------

    10. Applicants state that the Trust's website includes quantitative 
information updated on a daily basis, including, for each New Fund, 
daily trading volume, the previous business day's NAV and the reported 
closing price. The website will also include, for each New Fund, a 
calculation of the premium or discount of the mid-point of the bid-ask 
spread at the time of calculation of the NAV (the ``Bid/Ask Price'') 
against NAV, and data in chart format displaying the frequency 
distribution of discounts and premiums of the Bid/Ask Price against 
NAV, within appropriate ranges, for each of the four previous calendar 
quarters. \8\
---------------------------------------------------------------------------

    \8\ The Bid/Ask Price of a New Fund is determined using the 
highest bid and the lowest offer on the national securities exchange 
on which the Shares are listed for trading.
---------------------------------------------------------------------------

Applicants' Legal Analysis

    1. Applicants request an order under section 6(c) of the Act 
granting an exemption from sections 2(a)(32), 5(a)(1), and 22(d) of the 
Act and rule 22c-1 under the Act; and under sections 6(c) and 17(b) of 
the Act granting an exemption from sections 17(a)(1) and (a)(2) of the 
Act.\9\
---------------------------------------------------------------------------

    \9\ Applicants, along the iShares, Inc., have filed a separate 
exemptive application (the ``Prospectus Delivery Application'') that 
would allow dealers to sell Shares to secondary market purchasers 
unaccompanied by a prospectus, when prospectus delivery is not 
required by the Securities Act. The Prospectus Delivery Application 
would require Applicants to make available a product description 
(``Product Description'') for distribution in accordance with an 
AMEX rule requiring AMEX members and member organizations effecting 
transactions in Shares to deliver a Product Description to investors 
purchasing those Shares.
---------------------------------------------------------------------------

    2. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction, or any class or classes of 
persons, securities, or transactions, if and to the extent that such 
exemption is necessary or appropriate in the public interest and 
consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the Act.

Sections 5(a)(1) and 2(a)(32) of the Act

    3. Section 5(a)(1) of the Act defines an ``open-end company'' as a 
management company that is offering for sale or has outstanding any 
redeemable security of which it is the issuer. Section 2(a)(32) of the 
Act defines a redeemable security as any security, other than short-
term paper, under the terms of which the holder, upon its presentation 
to the issuer, is entitled to receive approximately his proportionate 
share of the issuer's current net assets, or the cash equivalent. 
Because Shares will not be individually redeemable, applicants request 
an order under section 6(c) of the Act that would permit the Trust to 
register each New Fund as a series of an open-end management investment 
company and issue Shares that are redeemable in Creation Unit 
Aggregations. Applicants state that investors may purchase Shares in 
Creation Unit Aggregations from each New Fund and redeem Creation Unit 
Aggregations through each New Fund.
    Applicants further state that because the market price of Creation 
Unit Aggregations will be disciplined by arbitrage opportunities, 
investors generally should be able to sell Shares in the secondary 
market at approximately their NAV.

Section 22(d) of the Act and Rule 22c-1 Under the Act

    4. Section 22(d) of the Act, among other things, prohibits a dealer 
from selling a redeemable security that is being currently offered to 
the public by or through an underwriter, except at a current public 
offering price described in the prospectus. Rule 22c-1 under the Act 
generally requires that a dealer selling, redeeming, or repurchasing a 
redeemable security do so only at a price based on its NAV. Applicants 
state that secondary market trading in Shares will take place at 
negotiated prices, not at a current offering price described in the 
prospectus, and not at a price based on NAV. Thus, purchases and sales 
of Shares in the secondary market will not comply with section 22(d) 
and rule 22c-1. Applicants request an exemption under section 6(c) of 
the Act from these provisions.
    5. Applicants assert that the concerns sought to be addressed by 
section 22(d) of the Act and rule 22c-1 under the Act with respect to 
pricing are equally satisfied by the proposed method of pricing Shares. 
Applicants maintain that while there is little legislative history 
regarding section 22(d), its provisions, as well as those of rule 22c-
1, appear to have been designed to: (a) Prevent dilution caused by 
certain riskless-trading schemes by principal underwriters and contract 
dealers; (b) prevent unjust discrimination or preferential treatment 
among buyers resulting from sales at different prices; and (c) assure 
an orderly distribution of investment company shares by eliminating 
price competition from dealers offering shares at less than the 
published sales price and repurchasing shares at more than the 
published redemption price.
    6. Applicants believe that none of these purposes will be thwarted 
by permitting Shares to trade in the secondary market at negotiated 
prices. Applicants state (a) that secondary market trading in Shares 
would not cause dilution for owners of Shares because such transactions 
do not directly involve the assets of a New

[[Page 38684]]

Fund, and (b) to the extent different prices exist during a given 
trading day, or from day to day, these variances will occur as a result 
of third-party market forces, such as supply and demand. Therefore, 
applicants assert that secondary market transactions in Shares will not 
lead to discrimination or preferential treatment among purchasers. 
Finally, applicants contend that the proposed distribution system will 
be orderly because arbitrage activity will ensure that the difference 
between the market price of Shares and their NAV remains narrow.

Section 17(a) of the Act

    7. Section 17(a) of the Act makes it unlawful, except under certain 
circumstances, for any affiliated person of a registered investment 
company, or any affiliated person of such a person, acting as 
principal, to sell any security to, or purchase any security from, such 
registered investment company. Section 2(a)(3) of the Act defines 
``affiliated person'' to include any person directly or indirectly 
owning, controlling, or holding with power to vote 5% or more of the 
outstanding voting securities of the other person and any person 
directly or indirectly controlling, controlled by, or under common 
control, with the other person. Section 2(a)(9) of the Act provides 
that a control relationship will be presumed where one person owns more 
than 25% of another person's voting securities.
    8. Applicants state that any person owning 5% or more of a New 
Fund's Shares or more than 25% of a New Fund's Shares will be 
affiliated with the New Fund. Applicants state that section 17(a) may 
prohibit such affiliated persons of a New Fund (and affiliated persons 
of these affiliated persons that are not otherwise affiliated with the 
Trust or the New Fund) from purchasing or redeeming Creation Unit 
Aggregations in kind. Applicants request an exemption from section 
17(a) under sections 6(c) and 17(b) to permit these affiliated persons 
of the New Fund (and affiliated persons of these affiliated persons 
that are not otherwise affiliated with the Trust or the New Fund) to 
effect such transactions in Creation Unit Aggregations.
    9. Section 17(b) authorizes the Commission to exempt a proposed 
transaction from section 17(a) if evidence establishes that the terms 
of the transaction, including the consideration to be paid or received, 
are reasonable and fair and do not involve overreaching on the part of 
any person concerned, and the proposed transaction is consistent with 
the policies of the registered investment company and the general 
provisions of the Act. Applicants contend that no useful purpose would 
be served by prohibiting persons with the types of affiliations 
described above from purchasing or redeeming Creation Unit 
Aggregations. The deposit procedure for in-kind purchases and 
redemption procedure for in-kind redemptions will be the same for all 
purchases and redemptions. Deposit Securities and Redemption Securities 
will be valued under the same objective standards applied to valuing 
Portfolio Securities. Therefore, applicants state that in-kind 
purchases and redemptions will not favor affiliated persons, and 
affiliated persons of these affiliated persons, described above.

Applicants' Conditions

    Applicants agree that the order granting the requested relief will 
be subject to the following conditions:
    1. Applicants will not register a future series of the Trust that 
would rely on the requested relief, by means of filing a post-effective 
amendment to the Trust's registration statement or by any other means, 
unless applicants have requested and received with respect to such 
future series, either exemptive relief from the Commission or a no-
action letter from the Division of Investment Management of the 
Commission.
    2. Each New Fund's prospectus and the Product Description will 
clearly disclose that, for purposes of the Act, Shares are issued by 
the New Fund and that the acquisition of Shares by investment companies 
is subject to the restrictions of section 12(d)(1) of the Act.
    3. As long as each New Fund operates in reliance on the requested 
order, the Shares of such New Fund will be listed on a national 
securities exchange.
    4. Neither the Trust nor any New Fund will be advertised or 
marketed as an open-end fund or a mutual fund. Each New Fund's 
prospectus will prominently disclose that Shares are not individually 
redeemable shares and will disclose that the owners of Shares may 
acquire those Shares from the New Fund and tender those Shares for 
redemption to the New Fund in Creation Unit Aggregations only. Any 
advertising material that describes the purchase or sale of Creation 
Unit Aggregations or refers to redeemability will prominently disclose 
that Shares are not individually redeemable and that owners of Shares 
may acquire those Shares from the New Fund and tender those Shares for 
redemption to the New Fund in Creation Unit Aggregations only.
    5. The website for the Trust, which will be publicly accessible at 
no charge, will contain the following information, on a per Share 
basis, for each New Fund: (a) the prior business day's NAV and the Bid/
Ask Price, and a calculation of the premium or discount of such Bid/Ask 
Price against such NAV; and (b) data in chart format displaying the 
frequency distribution of discounts and premiums of the daily Bid/Ask 
Price against the NAV, within appropriate ranges, for each of the four 
previous calendar quarters. In addition, the Product Description for 
each New Fund will state that the website for the Trust has information 
about the premiums and discounts at which a New Fund's Shares have 
traded.
    6. The prospectus and annual report for each New Fund will also 
include: (a) the information listed in condition 5(b), (i) in the case 
of the prospectus, for the most recently completed year (and the most 
recently completed quarter or quarters, as applicable) and (ii) in the 
case of the annual report, for the immediately preceding five years, as 
applicable; and (b) the following data, calculated on a per Share basis 
for one, five and ten year periods (or life of the New Fund), (i) the 
cumulative total return and the average annual total return based on 
NAV and Bid/Ask Price, and (ii) the cumulative total return of the 
relevant Underlying Index.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-14007 Filed 6-4-02; 8:45 am]
BILLING CODE 8010-01-P