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Leonard A. Pierce
February 19, 2008 +1 617 526 6440 (t)
+1 617 526 5000 (f)
Via Edgar Correspondence leonard.pierce@wilmerhale.com
Mr. Keith A. O'Connell
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Barclays Global Investors Funds (the "Registrant")
SEC File Nos. 033-54126; 811-07332
Dear Mr. O'Connell:
This letter responds to comments provided by you as a member of the staff of
the U.S. Securities and Exchange Commission (the "SEC") on February 5, 2008
concerning Amendment No. 62 (Amendment No. 66 under the Investment Company Act
of 1940) to the Registrant's registration statement on Form N-1A that the
Registrant filed with the SEC on December 27, 2007 in order to register the
Capital Shares class for each of its Money Market Fund series (the "Capital
Shares Amendment").
Each of your comments is summarized below, followed by the Registrant's
response.
Comment 1
It is the position of the staff of the SEC that a fund must specifically
identify in its prospectus any dates and times it computes its net asset value
(commonly referred to as "closes") other than times when the New York Stock
Exchange closes.
Response 1
Accepted. As discussed, the Registrant will revise the language on page 11
of its Prospectus relating to the Capital Shares class of its Money Market Fund
series to specifically list the days on which its Money Market Fund series are
closed (new language denoted by underlining):
The Funds are generally open Monday through Friday and are closed on
weekends and generally closed on all other days that the primary markets for
the Master Portfolios' portfolio securities (i.e., the bond markets) are
closed or the Fedwire Funds Service is closed. The holidays on which both
the Fedwire and the bond markets are closed currently are: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Memorial Day, Independence
Day, Labor Day,
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Mr. Keith O'Connell
February 19, 2008
Page 2
Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day. The
Institutional Money Market Fund and the Prime Money Market Fund do not
intend to (but reserve the right to) close early on a Business Day prior to
a U.S. national holiday for the bond markets if the bond markets close early
on such Business Day. The Government Money Market Fund and the Treasury
Money Market Fund generally will close early on a Business Day prior to a
U.S. national holiday for the bond markets if the bond markets close early
on such Business Day.
The days on which both the Fedwire and the bond markets are currently closed
are "customary national business holidays," within the meaning of Rule 22c-1
under the Investment Company Act of 1940. Specifically, the holidays on which
both the Fedwire and the bond markets are currently closed are the same
holidays on which the New York Stock Exchange is currently closed with one
exception - both the Fedwire and the bond markets are open on Good Friday while
the New York Stock Exchange is closed on Good Friday.
As such, the Registrant believes that both its existing policy regarding
when its Money Market Fund series calculate their net asset values and its
prior disclosure identifying in a general manner in its Prospectus, and
specifically listing in its Statement of Additional Information, the customary
national business holidays on which its Money Market Fund series calculate
their net asset values, satisfy the requirements of the Investment Company Act
of 1940 (including without limitation Section 22(e)), the rules thereunder
(including without limitation Rules 22c-1 and 22e-2), and the requirements of
Form N-1A (including without limitation paragraph (a)(3) of Item 6 and
Instruction 1 thereto, and the requirements of former Guide 28 thereto). The
Registrant believes that such prior disclosure effectively communicated to the
institutional market for money market investors when its Money Market Fund
series calculate their net asset values. Please see the adopting release
accompanying amendments to Rule 22c-1 in 1984 set forth in SEC
Release IC-14459, dated June 6, 1984. Accordingly, although the Registrant is
adding the above-referenced new disclosure to its Prospectus for its Money
Market Fund series, the Registrant reserves the right to change in the future
the above-referenced new disclosure in a manner that accords with the
applicable requirements of the Investment Company Act of 1940, the rules
thereunder and Form N-1A.
Comment 2
Please include the financial highlights of the Institutional Shares class in
the next amendment to the registration statement relating to the Money Market
Fund series.
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Mr. Keith O'Connell
February 19, 2008
Page 3
Response 2
Accepted. The Registrant will include the financial highlights of the
Institutional Shares class in the next amendment to its registration statement
relating to the Money Market Fund series.
Comment 3
Will the Registrant include the investment returns for the calendar year
ended December 31, 2007 for the Institutional Shares class?
Response 3
Yes. Investment returns for the calendar year ended December 31, 2007 for
the Institutional Shares class will be included in the Registrant's
registration statement when available. Note that this information may not be
available for inclusion in the next amendment relating to the Capital Shares
class expected to be filed on or about February 25. However, the Registrant
currently expects to file another amendment to its registration statement
relating to its Money Market Fund series, including the Capital Shares class,
in late April 2008, and the 2007 investment returns will be included in that
amendment.
Comment 4
Please disclose the expense example for the Capital Shares class for the
five- and ten-year periods, in addition to the currently disclosed one- and
three-year periods. Alternatively, explain why such disclosure is not necessary.
Response 4
The Registrant will revise the expense example for the Capital Shares class
to include the five- and ten-year periods in the next amendment to its
registration statement relating to the Money Market Fund series.
*****
We have been informed that: (i) the Registrant accepts responsibility for
the adequacy and accuracy of the disclosure in the Registration Statement
filing that is the subject of this letter; (ii) the Registrant acknowledges
that SEC staff comments or changes to disclosure in response to staff comments
in the filings reviewed by the staff do not foreclose the SEC from taking any
action with respect to this filing; and (iii) the Registrant further
acknowledge that it may not assert staff comments as a defense in any
proceeding initiated by the SEC or any person under the federal securities laws
of the United States.
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Mr. Keith O'Connell
February 19, 2008
Page 4
We trust that these responses adequately address your concerns. Should you
have any further questions or comments, please do not hesitate to contact me at
(617) 526-6440 or Carol Robinson Schepp at (212) 295-6302.
Very truly yours,
/s/ Leonard A. Pierce
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Leonard A. Pierce
LAP: mhm
cc: Mr. Adam Mizock
Ms. Carol Robinson Schepp