SEC Division of Trading and Markets no-action letter: iShares Trust Equity-Index Exchange Traded Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

DIVISION OF
TRADING AND MARKETS November 3,2011
Matthew B. Comstock, Esq.
1875 K Street, NW
Washington, DC 20006
Re: iShares Trust Equity-Index Exchange Traded Fund File No. TP 11-22 Dear Mr. Comstock:
In your letter dated November 3,2011, as supplemented by conversations with the staff ofthe Division ofTrading and Markets ("Division"), iShares Trust (the "Trust") on behalf of itself, the iShares S&P International Preferred Stock Index Fund (the "Fund"), any national securities exchange on or through which shares issued by the Fund ("Shares") may subsequently trade, and persons or entities engaging in transactions in Shares, requests exemptions, or interpretive or no-action relief, from Rules 1 Ob-17 and 14e-5 ofthe Securities Exchange Act of 1934, as amended ("Exchange Act"), and Rules 101 and 102 ofRegulation M in connection with secondary market transactions in Shares and the creation or redemption of Creation Units as discussed in your letter. We have enclosed a photocopy of your letter. Each defined term in this letter has the same meaning as defined in your letter, unless we note otherwise. The Trust was organized on December 16, 1999, as a Delaware statutory trust. The Trust is registered with the Commission under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end management investment company. The Trust currently consists of approximately 189 investment series or portfolios. Your letter requests relief related to the Fund, a newly created series ofthe Trust. The Fund will invest in preferred stocks consisting ofthe Component Securities ofthe S&P International Preferred Stock Index, consistent with the Fund's investment strategy. The Fund will use a "passive" or indexing approach to try to achieve the Fund's investment objectives. In your letter, you represent the following:

• Shares ofthe Fund will be issued by the Trust, an open-end management
  investment company that is registered with the Commission;
• The Trust will continuously redeem, at net asset value ("NA V"), Creation Unit
  aggregations of at least 50,000 Shares, and the secondary market price ofthe Shares should not vary substantially from the NAV of such Shares;
• Shares ofthe Fund will be listed and traded on the NYSE Arca;