Correspondence 0001193125-23-187298 from iSHARES TRUST (CIK 0001100663)
iSHARES TRUST (CIK 0001100663)
Date: July 14, 2023 · CIK: 0001100663 · Accession: 0001193125-23-187298
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. 2,640
Dear Ms. O’Neal:
This letter responds to your comments with respect to post-effective amendment (“PEA”) number 2,640 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 Global Energy ETF (the “Fund”).
The Securities and Exchange Commission staff (the “Staff”) provided comments to the Trust on July 3, 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:
Please provide to the Staff a completed fee table, cost example, and performance presentation with this comment response letter, to be filed at least one week prior to the effective date of the registration statement.
Response:
The Trust will provide to the Staff the Fund’s completed fee table, expense example and performance presentation.
Comment 2:
Please provide to the Staff the percentage of the Fund that is invested in U.S. issuers.
Response:
The percentage of the Fund invested in U.S. issuers is 59.78% as of July 7, 2023.
Comment 3:
The Staff notes ADI 2019-08 – Improving Principal Risks Disclosure. In particular, please ensure that (i) risks are presented by importance; (ii) risks are tailored to the Fund; and (iii) if applicable, disclosure states the fund is not appropriate for certain investors.
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
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Securities and Exchange Commission
July 14, 2023
Page
internally how it orders risk disclosure in light of guidance from the Division of Investment Management and recent disclosure reform proposals. The Trust also confirms that it has tailored the risks to the Fund.
Comment 4:
In the SAI, on page 132, please delete the phrase “or have an adverse effect on the Fund or its shareholders (e.g., jeopardize the Fund’s tax status)” in prong (iv). The Staff recognizes that the disclosure in question may be derived from statements related to prior exemptive relief obtained by ETFs. However, in connection with the recent proposal and adoption of Rule 6c-11 under the Investment Company Act of 1940, as amended, the Commission stated its belief that “an ETF generally may suspend the issuance of creation units only for a limited time and only due to extraordinary circumstances, such as when the markets on which the ETF’s portfolio holdings are traded are closed for a limited period of time.” See “Exchange-Traded Funds,” Release No. 33-10515, at pp.67-68 (June 28, 2018). In adopting the rule, the Commission further noted that “[i]f a suspension of creations impairs the arbitrage mechanism, it could lead to significant deviation between what retail investors pay (or receive) in the secondary market and the ETF’s approximate NAV. Such a result would run counter to the basis for relief from section 22(d) and Rule 22c-1 and therefore would be inconsistent with Rule 6c-11.” See “Exchange-Traded Funds,” Release No. 33-10695, at p.59 (Sep. 25, 2019). While the Staff recognizes that in certain limited circumstances, ETFs may have a sound basis for rejecting individual creation orders, the Staff believes that the disclosure in question is sufficiently broad to run counter to the Commission’s position to the extent the rejection of orders would effectively result in the suspension of creations.
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 Trust’s letter filed with the Commission on August 26, 2022 in connection with PEA 2,549).
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Securities and Exchange Commission
July 14, 2023
Page
Sincerely,
/s/ Benjamin J. Haskin
Show Raw Text
CORRESP
1
filename1.htm
BlackRock CORRESP - IXC
1875 K Street N.W.
Washington, DC 20006-1238
Tel: 202 303 1000
Fax: 202 303 2000
July 14, 2023
VIA
EDGAR
Ms. Deborah O’Neal
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. 2,640
Dear Ms. O’Neal:
This letter responds to your
comments with respect to post-effective amendment (“PEA”) number 2,640 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 Global
Energy ETF (the “Fund”).
The Securities and Exchange Commission staff (the “Staff”) provided comments to the Trust on July 3,
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:
Please provide to the Staff a completed fee table, cost example, and performance presentation with this comment response letter, to be filed at least one week prior to the effective date of the
registration statement.
Response:
The Trust will provide to the Staff the Fund’s completed fee table, expense example and performance presentation.
Comment 2:
Please provide to the Staff the percentage of the Fund that is invested in U.S. issuers.
Response:
The percentage of the Fund invested in U.S. issuers is 59.78% as of July 7, 2023.
Comment 3:
The Staff notes ADI 2019-08 – Improving Principal Risks Disclosure. In particular, please ensure that (i) risks are presented by importance;
(ii) risks are tailored to the Fund; and (iii) if applicable, disclosure states the fund is not appropriate for certain investors.
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
BRUSSELS CHICAGO FRANKFURT
HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO
ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Securities and Exchange Commission
July 14, 2023
Page
2
internally how it orders risk disclosure in light of guidance from the Division of Investment Management and recent disclosure reform proposals. The Trust also confirms that it has tailored the risks to
the Fund.
Comment 4:
In the SAI, on page 132, please delete the phrase “or have an adverse effect on the Fund or its shareholders (e.g., jeopardize the Fund’s tax status)” in prong (iv). The Staff recognizes
that the disclosure in question may be derived from statements related to prior exemptive relief obtained by ETFs. However, in connection with the recent proposal and adoption of Rule 6c-11 under the
Investment Company Act of 1940, as amended, the Commission stated its belief that “an ETF generally may suspend the issuance of creation units only for a limited time and only due to extraordinary circumstances, such as when the markets on
which the ETF’s portfolio holdings are traded are closed for a limited period of time.” See “Exchange-Traded Funds,” Release No. 33-10515, at
pp.67-68 (June 28, 2018). In adopting the rule, the Commission further noted that “[i]f a suspension of creations impairs the arbitrage mechanism, it could lead to significant deviation between what
retail investors pay (or receive) in the secondary market and the ETF’s approximate NAV. Such a result would run counter to the basis for relief from section 22(d) and Rule 22c-1 and therefore would be
inconsistent with Rule 6c-11.” See “Exchange-Traded Funds,” Release No. 33-10695, at p.59 (Sep. 25, 2019). While the Staff recognizes that in certain
limited circumstances, ETFs may have a sound basis for rejecting individual creation orders, the Staff believes that the disclosure in question is sufficiently broad to run counter to the Commission’s position to the extent the rejection of
orders would effectively result in the suspension of creations.
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 Trust’s letter filed with the Commission on August 26, 2022 in connection with PEA
2,549).
* *
*
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Securities and Exchange Commission
July 14, 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
Alexis Hassell
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