Correspondence 0001193125-23-187300 from iSHARES TRUST (CIK 0001100663)
iSHARES TRUST (CIK 0001100663)
Date: July 14, 2023 · CIK: 0001100663 · Accession: 0001193125-23-187300
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 Environmental Infrastructure and Industrials 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 move up or copy emerging markets risk disclosure to the Summary Prospectus from the Statutory Prospectus section.
Response: While the Index Methodology includes emerging markets issuers, at this time, based on the composition of the Underlying Index, the Trust does not believe that emerging markets issuers present a principal risk to the Fund. The Trust has included “Risk of Investing in Emerging Markets” in “A Further Discussion of Other Risks” in the Prospectus. The Trust periodically reviews the composition of emerging markets issuers in the Underlying Index, and if the composition of the Underlying Index changes such that the Trust believes emerging markets issuers present a principal risk to the Fund, the Trust will update the risk factors accordingly.
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.
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
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. 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).
* * *
Sincerely,
/s/ Benjamin J. Haskin
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CORRESP 1 filename1.htm BlackRock CORRESP - EFRA 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 Environmental Infrastructure and Industrials 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 move up or copy emerging markets risk disclosure to the Summary Prospectus from the Statutory Prospectus section. Response: While the Index Methodology includes emerging markets issuers, at this time, based on the composition of the Underlying Index, the Trust does not believe that emerging markets issuers present a principal risk to the Fund. The Trust has included “Risk of Investing in Emerging Markets” in “A Further Discussion of Other Risks” in the Prospectus. The Trust periodically reviews the composition of emerging markets issuers in the Underlying Index, and if the composition of the Underlying Index changes such that the Trust believes emerging markets issuers present a principal risk to the Fund, the Trust will update the risk factors accordingly. 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. 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 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. 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). * * * 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 Hannah Fiest - 2 -