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| 1875 K Street N.W. Washington, DC 20006-1238 Tel: 202 303 1000 Fax: 202 303 2000 |
January 8, 2016
VIA EDGAR
Ms. Kathy Churko
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | iShares U.S. ETF Trust (the “Trust”) |
(Securities Act File No. 333-179904 and
Investment Company Act File No. 811-22649)
Dear Ms. Churko:
This letter responds to comments provided by the Staff of the Securities and Exchange Commission (the “Staff”) with respect to certain financial statements made by the Trust, on behalf of certain of its series noted in Appendix A (each a “Fund,” and together, the “Funds”). The comments were provided in a telephone conversation on December 10, 2015. For your convenience, the Staff’s comment is summarized below and is followed by the Trust’s response.
Comment:
| 1. | Diversification |
For iShares Short Maturity Bond ETF, iShares Enhanced International Large-Cap ETF, and iShares Enhanced International Small-Cap ETF, the Staff noted that each Fund is classified as “non-diversified” in its prospectus, but each Fund’s annual report indicates that it has been operating as “diversified.” Please confirm that each Fund will get shareholder approval should the fund go back to operating as non-diversified after it has operated as diversified for three years.
Response: The Trust confirms that each Fund would request shareholder approval to operate as a non-diversified Fund should the Fund be operating as diversified for three years, as may be consistent with Section 5(b) of the Investment Company Act of 1940.
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As requested, the Trust hereby acknowledges as follows:
| • | The Trust is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | The Trust may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any questions or need further information, please call me at (202) 303-1124.
Sincerely,
| /s/ Benjamin J. Haskin |
Benjamin J. Haskin
| cc: | Jack Gee |
Mary Miley
Kevin Ryken
Dervilla Lannon
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APPENDIX A
| iShares U.S. ETF Trust Series |
Fiscal Year End | |
| iShares Enhanced International Large-Cap ETF | July 31 | |
| iShares Enhanced International Small-Cap ETF | July 31 | |
| iShares Enhanced U.S. Large-Cap ETF | July 31 | |
| iShares Enhanced U.S. Small-Cap ETF | July 31 | |
| iShares Commodities Select Strategy ETF | October 31 | |
| iShares Interest Rate Hedged Corporate Bond ETF | October 31 | |
| iShares Interest Rate Hedged High Yield Bond ETF | October 31 | |
| iShares Ultra Short-Term Bond ETF (formerly iShares Liquidity Income ETF) | October 31 | |
| iShares Short Maturity Bond ETF | October 31 | |
| iShares Short Maturity Municipal Bond ETF | October 31 | |
| iShares U.S. Fixed Income Balanced Risk ETF | October 31 |
A-1