SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 1875 K Street, N.W.

 Washington, DC 20006-1238

 Tel: 202 303 1000

 Fax: 202 303 2000
 July 18, 2025 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. 2,828
 Dear Ms. O’Neal:
 This letter responds to your comments with respect to post-effective amendment (“PEA”) number 2,828 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 Asia 50 ETF a series of the Trust (the “Fund”):
 The Securities and Exchange Commission staff (the “Staff”) provided comments to the Trust on July 8, 2025. 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 :

 In the Principal Investment Strategies section, please disclose whether investments are concentrated in any specific
industry or sector. In addition, please add an appropriate risk factor for such industry concentration.

 Response :

 As requested, the Trust will include appropriate disclosure regarding industry concentration along with an applicable
risk factor prior to the effective date of the registration statement.

 Comment 2 :

 In the Principal Investment Strategies section, please update bracketed date reference from March 31, 2024 to
March 31, 2025.

 B RUSSELS  C HICAGO  D ALLAS  F RANKFURT  H AMBURG  H OUSTON 
 L ONDON  L OS A NGELES 
 M ILAN  M UNICH  N EW Y ORK  P ALO
A LTO  P ARIS  R OME  S AN F RANCISCO  W ASHINGTON

 Securities and Exchange Commission
 July 18, 2025 Page
 2

 Response :

 As requested, the Trust will update this date prior to the effective date of the registration statement.

 Comment 3 :

 Please confirm whether the 80% policy of the Fund, which includes investing 80% of Fund assets in the component securities
of its Underlying Index, will enable the Fund to comply with Rule 35d-1 of the Investment Company Act of 1940 (“1940 Act”).

 Response :

 The Trust confirms that the 80% policy of the Fund enables the Fund to comply with Rule
 35d-1 of the 1940 Act. As disclosed in the Statement of Additional Information, the Fund may not under normal circumstances, invest less than 80% of the value of its net assets, plus the amount of any
borrowings for investment purposes, in component securities of its Underlying Index or in depositary receipts representing component securities in the Underlying Index. The Underlying Index, in turn, measures the performance of 50 of the largest
companies listed in the four major Asian markets of Hong Kong, Korea, Singapore and Taiwan.

 Comment 4 :

 Please add risk factors for Investing in Hong Kong and Investing in Singapore to both the Prospectus. Please also confirm
the inclusion of “Risk of Investing in Saudi Arabia.”

 Response :

 The Trust respectfully declines adding disclosure specific to Hong Kong as the disclosure “Risk of Investing in
China” is inclusive of Hong Kong. The Trust also respectfully declines adding a risk factor with respect to Singapore as the Trust believes the “Risk of Investing in Asia” disclosure sufficiently covers any investment in Singapore
made by the Fund. Further, investments in Singapore only account for a very small percentage of the Fund’s underlying index. The Trust has removed the Risk of Investing in Saudi Arabia risk factor with respect to the Fund, as
requested.

 Comment 5 :

 In the Performance section, please add narrative disclosure that details that the Fund changed its Underlying Index as of
December 23, 2024 and that performance data prior to that date reflects the prior Underlying Index.

 Response :

 The first paragraph of the “Performance Information” on page S-7 now
reads (with additions noted in bold ):

 The performance information below illustrates how the Fund’s performance has varied over different periods and
provides some indication of the risks of investing in the Fund. The bar chart shows how the performance of the Fund has varied from one calendar year to another over the periods shown. The table compares the Fund’s performance to that of an
appropriate broad-based securities market index and the Underlying Index. The performance information below prior to December 23, 2024, reflects the Fund ’ s prior Underlying Index, S&P Asia 50 TM . Fund returns assume the reinvestment of any dividends and distributions. The Fund’s returns reflect the impact of any agreements to waive or reimburse expenses, which would

 - 2 -

 Securities and Exchange Commission
 July 18, 2025 Page
 3

 reduce performance if not in effect. Past performance (before and after taxes) does not necessarily indicate how the Fund
will perform in the future. Updated performance information, including the Fund’s current NAV, may be obtained by visiting www.iShares.com or by calling
 1-800-iShares (1-800-474-2737) (toll
free).

 Comment 6 :

 In the Statement of Additional Information, please add Risk of Investing in Hong Kong and Risk of Investing in Singapore to
the risk factor table. Please also confirm whether Risk of Investing in Saudi Arabia is a principal risk factor of the Fund.

 Response :

 The Trust respectfully declines adding disclosure specific to Hong Kong as the disclosure “Risk of Investing in
China” is inclusive of Hong Kong. The Trust also respectfully declines adding a risk factor to the SAI grid with respect to Singapore as the Trust believes the “Risk of Investing in Asia” disclosure sufficiently covers any investment
in Singapore made by the Fund. Further, investments in Singapore only account for a very small percentage of the Fund’s underlying index. The Trust has removed the Risk of Investing in Saudi Arabia risk factor with respect to the Fund, as
requested.
 *      *      *
 Sincerely, /s/ Benjamin J. Haskin
 Benjamin J. Haskin

 cc:
 Marisa Rolland
 Adithya Attawar
 Jennifer Kerslake
 Caylyn Zanutto
 Michael Gung
 DeCarlo McLaren
 Toree Ho
 Luis Mora
 George Rafal
 Robert Harrington
 - 3 -