July 18, 2005
via facsimile and U.S. mail
Mr. Blake R. Grossman
Chief Executive Officer and President
Barclays Global Investors International Inc.
45 Fremont Street
San Francisco, CA 94105
Re: iShares Silver Trust
Registration Statement on Form S-1
Filed June 17, 2005
File No. 333-125920
Dear Mr. Grossman:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Prospectus Cover Page
1. We note your statement in the first paragraph of this section
that
the London branch of JP Morgan Chase Bank, N.A. is the Custodian
of
the trust. We also note that your Custodian Agreement specifies
that
the governing law is English law and the jurisdiction is the
English
courts.
Disclose in your filing, more prominently, these important issues,
as
well as the fact that shareholders` recourse against the Custodian
and any Subcustodian is limited. Also, if true, state whether the
recourse against the Trust or Trustee, or any other party, as a
result of this choice of law, is limited.
Also, file an opinion of counsel to support the statements
regarding
English Law.
Prospectus Summary, page 1
2. We note your statement that iShares are currently listed and
traded on the AMEX. We assume you mean will be traded after they
are
registered. Please revise.
Plan of Distribution, page 38
3. Tell us whether the underwriters will engage in any electronic
offer, sale or distribution of the units and describe their
procedures to us. If you become aware of any additional members
of
the underwriting syndicate that may engage in electronic offers,
sales or distributions after you respond to this comment, promptly
supplement your response to identify those members and provide us
with a description of their procedures.
Briefly describe any electronic distribution in the filing.
Consult
Releases 33-7233 and 33-7289 for guidance.
Also, in your discussion of your procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act. In particular, address:
* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.
Finally, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet. If so, identify the party and the
website, describe the material terms of your agreement and provide
us
with a copy of any written agreement. Provide us also with copies
of
all information concerning your company or prospectus that has
appeared on their website. Again, if you subsequently enter into
any
such arrangements, promptly supplement your response.
We may comment further.
4. Tell us whether the underwriters will engage in any electronic
offer, sale or distribution of the units and describe their
procedures to us. If you become aware of any additional members
of
the underwriting syndicate that may engage in electronic offers,
sales or distributions after you respond to this comment, promptly
supplement your response to identify those members and provide us
with a description of their procedures.
Briefly describe any electronic distribution in the filing.
Consult
Releases 33-7233 and 33-7289 for guidance.
Also, in your discussion of your procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act. In particular, address:
* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.
Finally, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet. If so, identify the party and the
website, describe the material terms of your agreement and provide
us
with a copy of any written agreement. Provide us also with copies
of
all information concerning your company or prospectus that has
appeared on their website. Again, if you subsequently enter into
any
such arrangements, promptly supplement your response.
We may comment further.
Where you can find more information, page 45
5. Please update the address of the SEC.
Financial Statements
6. We will review the financial statements in your filing once
they
are completed. Note that the financial statements must meet the
requirements of Item 11(e) of Form S-1.
Part II
Exhibits 5.1 and 8.1
7. Please include signed copies of your opinions of counsel with
your
next amendment.
General
8. Prior to printing and distribution of the preliminary
prospectus,
please provide us with copies of all artwork and any graphics you
wish to include in the prospectus. Also provide accompanying
captions, if any. We may have comments after reviewing these
materials.
9. Similarly, pursuant to Section II.B.2.i of Release 33-6900,
please
provide us with copies of any sales literature you intend to use
in
connection with this offering prior to its use. Also, please
confirm
that you will continue to abide by this obligation subsequent to
effectiveness of the current registration statement.
10. Provide the omitted information throughout your document
reflected by periods.
11. We remind you that as stated in Securities Act Release No.
5180,
a registrant is "in registration" at least from the time an issuer
reaches an undertaking with a broker-dealer to the period of 25-40
days during which dealers must deliver a prospectus. Interviews
conducted by your principals during this period may raise Section
5
concerns since they may be selling material. Any selling material
outside the statutory prospectus violates the Securities Act
unless a
final prospectus is delivered prior to or simultaneously with that
additional selling material. Please acknowledge the staff`s
position
in your response.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendments to expedite our review. Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendments and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Direct questions on the comments regarding financial
statements
and related disclosure to Barry Stem, Senior Assistant Chief
Accountant, at (202) 551-3763. Direct questions on other
disclosure
issues to Carrie Darling at (202) 551-3724 or, in her absence, to
the
undersigned, at (202) 551-3740. Direct any correspondence to us
at
the following ZIP Code: 20549.
Sincerely,
H. Roger Schwall
Assistant Director
cc: David Yeres, Esq. (via facsimile only)
Barry Stem
Roger Baer
Carrie Darling
??
??
??
??
Mr. Blake R. Grossman
Barclays Global Investors International Inc.
July 18, 2005
page 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010