[Federal Register Volume 72, Number 1 (Wednesday, January 3, 2007)]
[Notices]
[Pages 162-163]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E6-22447]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 27609; 812-13329]


ProShares Trust, et al.; Notice of Application

December 22, 2006.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application to amend a prior order under section 
6(c) of the Investment Company Act of 1940 (``Act'') granting an 
exemption from sections 2(a)(32), 5(a)(1), 22(d) and 24(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.

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Applicants: ProShares Trust (``Trust''), ProShare Advisors LLC 
(``Adviser''), and SEI Investments Distribution Company 
(``Distributor'').

Summary of Application: Applicants request an order to amend a prior 
order that permits: (a) Series of an open-end management investment 
company to issue shares of limited redeemability; (b) secondary market 
transactions in the shares of the series to occur at negotiated prices; 
(c) dealers to sell shares of the series to purchasers in the secondary 
market unaccompanied by a prospectus, when prospectus delivery is not 
required by the Securities Act of 1933; and (d) affiliated persons of a 
series to deposit securities into, and receive securities from, the 
series in connection with the purchase and redemption of aggregations 
of the series' shares (``Prior Order'').\1\ Applicants seek to amend 
the Prior Order to permit the series described in the application for 
the Prior Order (``Initial Funds'') as well as certain new series 
(``Additional Funds,'' and together with the Initial Funds, ``Funds'') 
to be offered using equity securities indices different than those 
permitted under the Prior Order (``New Underlying Indices'').
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    \1\ ProShares Trust, et al., Investment Company Act Release Nos. 
27323 (May 18, 2006) (notice) and 27394 (June 13, 2006) (order).

Filing Dates: The application was filed on September 15, 2006, and 
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amended on December 20, 2006.

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 January 17, 2007, 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 who wish to be notified of a hearing may request 
notification by writing to the Commission's Secretary.

[[Page 163]]


ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090. Applicants: ProShares Trust and 
Adviser, 7501 Wisconsin Avenue, Suite 1000, Bethesda, MD 20814; SEI 
Investments Distribution Company, One Freedom Valley Drive, Oaks, PA 
19456.

FOR FURTHER INFORMATION CONTACT: John Yoder, Senior Counsel, at (202) 
551-6878, or Julia Kim Gilmer, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Office of Investment Company 
Regulation).

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 Desk, 100 F Street, NE., Washington, DC 
20549-0102 (tel. 202-551-5850).

Applicants' Representations

    1. The Trust is an open-end management investment company 
registered under the Act and organized as a Delaware statutory trust. 
The Trust is authorized to offer an unlimited number of series. The 
Adviser is registered as an investment adviser under the Investment 
Advisers Act of 1940 (``Advisers Act'') and will advise each Fund. The 
Adviser may enter into subadvisory agreements with additional 
investment advisers to act as subadviser to the Trust and any Fund. Any 
subadviser to the Trust or a Fund will be registered under the Advisers 
Act. The Distributor is registered as a broker-dealer under the 
Securities Exchange Act of 1934 and will act as the distributor and 
principal underwriter for each Fund's shares.
    2. The Prior Order permits the Initial Funds to seek daily 
investment results, before fees and expenses, that correspond to 100%, 
125%, 150% or 200% of the performance, or the inverse of the 
performance, or 125%, 150% or 200% of the inverse multiple of the 
performance of particular equity securities indices.\2\ Applicants seek 
to amend the Prior Order to permit both the Initial Funds and 
Additional Funds to be offered using New Underlying Indices.\3\ All 
Additional Funds will operate in a manner identical to the Initial 
Funds. No creator, provider or compiler of a New Underlying Index is or 
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, a 
promoter, the Adviser, any subadviser to any Fund, or the Distributor.
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    \2\ The Prior Order permits the Trust to offer Initial Funds 
based on the following underlying indices only: S&P 500 Index, 
Nasdaq100 Index, Dow Jones Industrial Average, S&P MidCap400 Index, 
Russell 2000 Index, S&P Small Cap 600 Index, Nasdaq Composite Index, 
S&P 500/ Citigroup Value Index (formerly S&P 500 BARRA Value Index), 
S&P 500/ Citigroup Growth Index (formerly S&P 500 BARRA Growth 
Index), S&P MidCap400/ Citigroup Value Index (formerly S&P MidCap400 
BARRA Value Index), S&P MidCap 400/ Citigroup Growth Index (formerly 
S&P MidCap 400/BARRA Growth Index), S&P SmallCap 600/ Citigroup 
Value Index (formerly S&P SmallCap 600/Barra Value Index), S&P 
SmallCap 600/ Citigroup Growth Index (formerly S&P SmallCap 600/
BARRA Growth Index), Dow Jones U.S. Airlines Index, Dow Jones U.S. 
Banks Index, Dow Jones U.S. Basic Materials Sector Index, Dow Jones 
U.S. Biotechnology Index, Dow Jones U.S. Composite Internet Index, 
Dow Jones U.S. Consumer Services Index, Dow Jones U.S. Consumer 
Goods Index, Dow Jones U.S. Oil & Gas Index, Dow Jones U.S. 
Financials Index, Dow Jones U.S. Health Care Index, Dow Jones U.S. 
Industrials Index, Dow Jones U.S. Leisure Goods Index, Dow Jones 
U.S. Oil Equipment, Services & Distribution Index, Dow Jones U.S. 
Pharmaceuticals Index, Dow Jones U.S. Precious Metals Index, Dow 
Jones U.S. Real Estate Index, Dow Jones U.S. Semiconductors Index, 
Dow Jones U.S. Technology Index, Dow Jones U.S. Telecommunications 
Index, Dow Jones U.S. Utilities Index and Dow Jones U.S. Mobile 
Communications Index.
    \3\ The New Underlying Indices are the S&P 500 Energy Sector 
Index, S&P 500 Materials Sector Index, S&P 500 Industrials Sector 
Index, S&P 500 Consumer Discretionary Sector Index, S&P 500 Consumer 
Staples Sector Index, S&P 500 Health Care Sector Index, S&P 500 
Financials Sector Index, S&P 500 Information Technology Sector 
Index, S&P 500 Telecommunication Services Sector Index, S&P 500 
Utilities Sector Index, Russell 1000 Value Index, Russell 1000 
Growth Index, Russell MidCap Value Index, Russell MidCap Growth 
Index, Russell 2000 Value Index, Russell 2000 Growth Index, Russell 
3000 Value Index and Russell 3000 Growth Index.
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    3. Applicants state that the Funds will be offered pursuant to the 
same terms and provisions contained in the application for the Prior 
Order. Applicants agree that the amended order will subject applicants 
to the same conditions as imposed by the Prior Order. Applicants 
believe that the requested relief continues to meet the necessary 
exemptive standards.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E6-22447 Filed 12-29-06; 8:45 am]
BILLING CODE 8011-01-P