Correspondence 0001193125-23-161559 from iSHARES TRUST (CIK 0001100663)
iSHARES TRUST (CIK 0001100663)
Date: June 6, 2023 · CIK: 0001100663 · Accession: 0001193125-23-161559
AI Filing Summary & Sentiment
File numbers found in text: 333-92935, 811-09729
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission Re: iShares Trust (the “Trust”) (Securities Act File No. 333-92935 and Investment Company Act File No. 811-09729) Post-Effective Amendment No. 2,631
Dear Mr. O’Connell:
This letter responds to your comments with respect to post-effective amendment (“PEA”) number 2,631 to the registration statement of the Trust filed pursuant to Rule 485(a) under the Securities Act of 1933 (“Securities Act”), on behalf of iShares iBonds Dec 2033 Term Corporate ETF (the “Fund”), a series of the Trust.
The Securities and Exchange Commission staff (the “Staff”) provided comments to the Trust on May 24, 2023. For your convenience, the Staff’s comments are summarized below, and each comment is followed by the Trust’s response. Capitalized terms have the meanings assigned in the Fund’s Prospectus unless otherwise defined in this letter.
Comment 1:
On page S-1, the disclosure above the fee table states that BFA will pay all operating expenses of the Fund except for six enumerated categories. The Staff notes that the Fund does not exclude AFFE. Please adjust the disclosure to indicate that BFA will not pay AFFE.
Response:
The Trust added the following footnote to the fee table:
Operating expenses paid by BFA under the Investment Advisory Agreement exclude Acquired Fund Fees and Expenses, if any.
Comment 2:
Please provide to the Staff the Fund’s completed fee table and cost example at least five business days prior to the effective date of the registration statement.
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Securities and Exchange Commission
June 6, 2023
Page
Response:
The Trust will provide to the Staff the Fund’s completed fee table and cost example.
Comment 3:
The Staff notes that the risk factors are in alphabetical order. Please order the risk factors to prioritize the risks that are most likely to adversely affect the Fund. Please see ADI 2019-08.
Response:
The Trust respectfully submits that the current order of the risk factors is appropriate, and that the risk factors accurately convey the Fund’s key risks. The Trust notes that the following disclosure is included in the sections titled “Summary of Principal Risks,” “A Further Discussion of Principal Risks” and “A Further Discussion of Other Risks”: “The order of the below risk factors does not indicate the significance of any particular risk factor.” The Trust continues to review internally how it orders risk disclosure in light of guidance from the Division of Investment Management and recent disclosure reform proposals.
Comment 4:
Please add non-U.S. securities risk as a principal risk or, if not deemed a principal strategy or risk, please consider deleting the strategy.
Response:
While the Index Methodology includes non-U.S. corporate issuers, at this time, based on the composition of the Underlying Index, the Trust does not believe that non-U.S. issuers present a principal risk to the Fund. The Trust has included “Non-U.S. Issuers Risk” in “A Further Discussion of Other Risks” in the Prospectus. The Trust periodically reviews the composition of non-U.S. issuers in the Underlying Index, and if the composition of the Underlying Index changes such that the Trust believes non-U.S. issuers present a principal risk to the Fund, the Trust will update the risk factors accordingly.
* * *
Securities and Exchange Commission
June 6, 2023
Page
Sincerely,
/s/ Benjamin J. Haskin
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CORRESP
1
filename1.htm
CORRESP
1875 K Street N.W.
Washington, DC 20006-1238
Tel: 202 303 1000
Fax: 202 303 2000
June 6, 2023
VIA
EDGAR
Mr. Keith O’Connell
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 No. 2,631
Dear Mr. O’Connell:
This letter responds to your
comments with respect to post-effective amendment (“PEA”) number 2,631 to the registration statement of the Trust filed pursuant to Rule 485(a) under the Securities Act of 1933 (“Securities Act”), on behalf of iShares iBonds Dec
2033 Term Corporate ETF (the “Fund”), a series of the Trust.
The Securities and Exchange Commission staff (the “Staff”) provided
comments to the Trust on May 24, 2023. For your convenience, the Staff’s comments are summarized below, and each comment is followed by the Trust’s response. Capitalized terms have the meanings assigned in the Fund’s Prospectus
unless otherwise defined in this letter.
Comment 1:
On page S-1, the disclosure above the fee table states that BFA will pay all operating expenses of the Fund except for six enumerated categories. The Staff notes that the Fund does not exclude
AFFE. Please adjust the disclosure to indicate that BFA will not pay AFFE.
Response:
The Trust added the following footnote to the fee table:
Operating expenses paid by BFA under the Investment Advisory Agreement exclude Acquired Fund Fees and Expenses, if any.
Comment 2:
Please provide to the Staff the Fund’s completed fee table and cost example at least five business days prior to the effective date of the registration statement.
BRUSSELS CHICAGO FRANKFURT
HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO
ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Securities and Exchange Commission
June 6, 2023
Page
2
Response:
The Trust will provide to the Staff the Fund’s completed fee table and cost example.
Comment 3:
The Staff notes that the risk factors are in alphabetical order. Please order the risk factors to prioritize the risks that are most likely to adversely affect the Fund. Please see ADI 2019-08.
Response:
The Trust respectfully submits that the current order of the risk factors is appropriate, and that the risk factors accurately convey the Fund’s key risks. The Trust notes that the following disclosure is included in the
sections titled “Summary of Principal Risks,” “A Further Discussion of Principal Risks” and “A Further Discussion of Other Risks”: “The order of the below risk factors does not indicate the significance of any
particular risk factor.” The Trust continues to review internally how it orders risk disclosure in light of guidance from the Division of Investment Management and recent disclosure reform proposals.
Comment 4:
Please add non-U.S. securities risk as a principal risk or, if not deemed a principal strategy or risk, please consider deleting the strategy.
Response:
While the Index Methodology includes non-U.S. corporate issuers, at this time, based on the composition of the Underlying Index, the Trust does not believe that non-U.S. issuers present a principal risk to the Fund. The Trust has
included “Non-U.S. Issuers Risk” in “A Further Discussion of Other Risks” in the Prospectus. The Trust periodically reviews the composition of non-U.S. issuers in the Underlying Index, and if the composition of the Underlying
Index changes such that the Trust believes non-U.S. issuers present a principal risk to the Fund, the Trust will update the risk factors accordingly.
* *
*
Securities and Exchange Commission
June 6, 2023
Page
3
Sincerely,
/s/ Benjamin J. Haskin
Benjamin J. Haskin
cc:
Marisa Rolland
Adithya Attawar
Jennifer
Kerslake
Timothy Kahn
Michael Gung
George Rafal
Luis Mora
Toree Ho
Jakob Edson