[Federal Register Volume 72, Number 188 (Friday, September 28, 2007)]
[Notices]
[Pages 55257-55258]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-19149]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 27975; 812-13382]


ProShares Trust, et al.; Notice of Application

September 21, 2007.
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 (``Initial Funds'') to issue shares of limited 
redeemability; (b) secondary market transactions in the shares to occur 
at negotiated prices; (c) dealers to sell the shares to purchasers in 
the secondary market unaccompanied by a prospectus, when prospectus 
delivery is not required by the Securities Act of 1933; and (d) certain 
affiliated persons of the Initial Funds to deposit securities into, and 
receive securities from, the Initial Funds in connection with the 
purchase and redemption of aggregations of the shares (``Prior 
Order'').\1\ Applicants seek to amend the Prior Order to permit certain 
new series (``Additional Funds'' and, together with the Initial Funds, 
the ``Funds'') to be offered using domestic equity securities indices 
different than those permitted under the Prior Order and certain 
international equity securities indices and debt securities indices 
(collectively, ``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), as 
subsequently amended by ProShares Trust, et al., Investment Company 
Act Release Nos. 27609 (Dec. 22, 2006) (notice) and 27666 (Jan. 18, 
2007) (order).
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    Filing Dates: The application was filed on May 11, 2007, and 
amended on May 30, 2007, September 7, 2007 and September 20, 2007.
    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 October 16, 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.

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

[[Page 55258]]


FOR FURTHER INFORMATION CONTACT: Shannon Conaty, Senior Counsel, at 
(202) 551-6827, 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 (a) correspond to 
the return of certain domestic equity securities indices; (b) provide 
125%, 150% or 200% of the return of certain domestic equity securities 
indices; or (c) move in the opposite direction of the performance of 
certain domestic equity securities indices in multiples of 100%, 125%, 
150% or 200% (``Inverse Funds''). Applicants seek to amend the Prior 
Order to permit the Additional Funds to be offered using New Underlying 
Indices. Applicants seek to amend the Prior Order to permit the Trust 
to offer Funds that seek daily investment results, before fees and 
expenses, that correspond to twice (200%) the return of, the inverse 
return of, and twice the inverse (double the opposite) return of the: 
NASDAQ Biotechnology Index, Dow Jones Select Biotechnology Index and 
Dow Jones Select Telecommunications Index. Applicants also intend to 
offer Funds that seek daily investment results, before fees and 
expenses, that correspond to the inverse return of and twice the 
inverse (double the opposite) return of the: MSCI Emerging Markets 
Index, MSCI Japan Index, MSCI EAFE Index, FTSE/Xinhua China 25 Index, 
Lehman Brothers 7-10 Year U.S. Treasury Index, Lehman Brothers 20+ Year 
U.S. Treasury Index, iBoxx $ Liquid Investment Grade Index, and iBoxx $ 
Liquid High Yield Index (collectively, the ``New Inverse Funds''). 
Consistent with the operations of the Inverse Funds that were the 
subject of the Prior Order, the New Inverse Funds will not hold any 
equity securities. 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.
    3. Applicants state that the Additional Funds will be offered 
pursuant to the same terms and provisions contained in the application 
for the Prior Order, except as expressly modified by this application. 
Applicants agree that the amended order will be subject to the same 
conditions as those 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.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-19149 Filed 9-27-07; 8:45 am]
BILLING CODE 8010-01-P