1875 K Street N.W.
Washington, DC 20006-1238
Tel: 202 303 1000
Fax: 202 303 2000 |
May 17, 2024
VIA EDGAR
Ms. Deborah ONeal
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: | iShares Trust (the Trust) |
(Securities Act File No. 333-92935 and
Investment Company Act File No. 811-09729)
Post-Effective Amendment Nos. 2,719 & 2,720
Dear Ms. ONeal:
This letter responds to your comments with respect to post-effective amendment (PEA) numbers 2719 and 2720 to the registration statement of the Trust filed pursuant to Rule 485(a) under the Securities Act of 1933 (Securities Act), on behalf of the following series of the Trust (each, a Fund):
iShares iBonds Dec 2034 Term Treasury ETF
iShares iBonds Dec 2044 Term Treasury ETF
The Securities and Exchange Commission staff (the Staff) provided comments to the Trust on April 25, 2024. For your convenience, the Staffs comments are summarized below, and each comment is followed by the Trusts response. Capitalized terms have the meanings assigned in each Funds Prospectus unless otherwise defined in this letter.
Comment 1: | Please provide to the Staff a completed fee table and cost example at least five business days prior to the effective date of the registration statement. |
Response: | As requested, the Trust has provided a completed fee table and cost example for each Fund at least five business days prior to the effective date of the registration statement. |
Comment 2: | On page S-9 and page 14 under Portfolio Managers, please include the month and the year of each Funds inception in the parentheticals. |
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
MUNICH NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Securities and Exchange Commission
May 17, 2024
Page 2
Response: | The Trust respectfully submits that use of the phrase since inception and the inclusion of each Funds inception year adequately discloses the year service began for the portfolio management team, consistent with the Form N-1A disclosure requirement of Item 5(b) adopted on October 26, 2022. |
Comment 3: | Please amend the disclosure in the Management section of the Prospectus to clarify that a discussion regarding the basis for the approval by the Board of the Investment Advisory Agreement with BFA will be available in the Funds Form N-CSR and posted on the Funds website. |
Response: | The Trust amended each Funds disclosure in the Management section of the Prospectus to the following: |
A discussion regarding the basis for the approval by the Board of the Investment Advisory Agreement with BFA will be available in the Funds Form N-CSR filed with the SEC for the period ending October 31, and made available in the applicable financial statements posted on the Funds website at www.iShares.com.
Comment 4: | In the SAI, please delete the statement that each Fund may reject or revoke a creation order if acceptance of the Deposit Securities would, in the opinion of counsel, have an adverse effect on the Fund or its shareholders (e.g., jeopardize the Funds tax status). |
Response: | The Trust respectfully submits that this disclosure has been discussed previously with the Staff and is consistent with prior comments received from David Orlic. We note that the current language reflects amendments from prior language that the Staff objected to and reflects additional conversations with the Staff in August 2022. (Please see the Trusts letter filed with the Commission on August 26, 2022 in connection with PEA 2,549). |
* * *
Sincerely, |
/s/ Benjamin J. Haskin |
Benjamin J. Haskin |
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Securities and Exchange Commission
May 17, 2024
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cc: | Tim Kahn |
D. McLaren
Michael Gung
Toree Ho
Luis Mora
George Rafal
E. Schwartz
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