iShares MBS ETF (MBB) POS EX Additional exhibits for listing

As filed with the U.S. Securities and Exchange Commission on February 28, 2022

File Nos. 333-92935 and 811-09729

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933	☒
Post-Effective Amendment No. 2,524	☒
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 2,524	☒

(Check appropriate box or boxes)

iShares Trust

(Exact Name of Registrant as Specified in Charter)

c/o BlackRock Fund Advisors

60 State Street

Boston, MA 02109

(Address of Principal Executive Office)(Zip Code)

Registrant’s Telephone Number, including Area Code: (415) 670-2000

The Corporation Trust Company

1209 Orange Street

Wilmington, DE 19801

(Name and Address of Agent for Service)

With Copies to:

MARGERY K. NEALE, ESQ. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE NEW YORK, NY 10019-6099 DEEPA DAMRE SMITH, ESQ. BLACKROCK FUND ADVISORS 400 HOWARD STREET SAN FRANCISCO, CA 94105

This Post-Effective Amendment consists of the following:

1. Facing Sheet of the Registration Statement.

2. Explanatory Note.

3. Part C to the Registration Statement (including signature page) and certain exhibits to the Registration Statement.

This Post-Effective Amendment is being filed solely for the purpose of filing exhibits to the Registration Statement on Form N-1A. Parts A and B of Post-Effective Amendment No. 2,523 to the Registration Statements on Form N-1A filed on February 24, 2022 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.

iShares Trust

File Nos. 333-92935 and 811-09729

Part C

Other Information

Item 28. Exhibits:

PEA # 2,524

Exhibit Number	Description
(a.1)	Amended and Restated Agreement and Declaration of Trust, dated September  17, 2009, is incorporated herein by reference to Post-Effective Amendment No. 303, filed October 16, 2009 (“PEA No. 303”).
(a.2)	Restated Certificate of Trust, dated September  13, 2006, is incorporated herein by reference to Post-Effective Amendment No. 53, filed September 19, 2006.
(b)	Amended and Restated By-Laws, dated April  20, 2010, are incorporated herein by reference to Post-Effective Amendment No. 418, filed May 4, 2010.
(c)	Article II of the Amended and Restated Agreement and Declaration of Trust is incorporated herein by reference to PEA No. 303.
(d.1)	Investment Advisory Agreement, dated December  1, 2009, between the iShares Trust (the “Trust”) and BlackRock Fund Advisors (“BFA”) is incorporated herein by reference to Post-Effective Amendment No. 354, filed December 28, 2009.
(d.2)	Schedule A to the Investment Advisory Agreement between the Trust and BFA is incorporated herein by reference to Post-Effective Amendment No. 2,523 (“PEA No. 2,523”), filed February 24, 2022.
(d.3)	Schedule A to the Investment Advisory Agreement between iShares, Inc. and BFA is incorporated herein by reference to Post-Effective Amendment No. 2,490, filed August 25, 2021.
(d.4)	Master Advisory Fee Waiver Agreement, dated December  1, 2009, between the Trust and BFA is incorporated herein by reference to Post-Effective Amendment No. 512, filed March 24, 2011.
(d.5)	Schedule A to the Master Advisory Fee Waiver Agreement is incorporated herein by reference to Post-Effective Amendment No.  2,512, filed December 20, 2021 (“PEA No. 2,512”).
(d.6)	Form of Participation Agreement is incorporated herein by reference to Post-Effective Amendment No.  773, filed October 15, 2012.
(d.7)	Sub-Advisory Agreement, dated December  1, 2010, between BFA and BlackRock International Limited (“BIL”) is incorporated herein by reference to Post-Effective Amendment No. 529, filed April 21, 2011.
(d.8)	Exhibit A to the Sub-Advisory Agreement between BFA and BIL is incorporated herein by reference to PEA No. 2,523, filed February 24, 2022.
(d.9)	Sub-Advisory Agreement, dated March  12, 2019, between BFA and BlackRock (Singapore) Limited (“BRS”) is incorporated herein by reference to Post-Effective Amendment No. 2,076, filed April 2, 2019.
(d.10)	Appendix A to the Sub-Advisory Agreement between BFA and BRS is incorporated herein by reference to PEA No. 2,523, filed February 24, 2022.
(e.1)	Distribution Agreement, dated February  3, 2012, between the Trust and BlackRock Investments, LLC (“BRIL”) is incorporated herein by reference to Post-Effective Amendment No. 921, filed July 10, 2013.
(e.2)	Exhibit A to the Distribution Agreement is incorporated herein by reference to PEA No. 2,523, filed February 24, 2022.
(f)	Not applicable.
(g.1)	Service Module for Custodial Services, dated April  13, 2018, is incorporated herein by reference to Post-Effective Amendment No. 1,956, filed August 28, 2018 (“PEA No. 1,956”).

(g.2)	Custody Services Agreement, dated November  18, 2021, among JPMorgan Chase Bank, N.A., the Trust, iShares, Inc., iShares U.S. ETF Trust and BlackRock Institutional Trust Company, N.A. (“BTC”) is incorporated herein by reference to Post-Effective Amendment No.  2,513, filed December 20, 2021.
(g.3)	Exhibit A to the Custody Services Agreement is incorporated herein by reference to PEA No. 2,523, filed February 24, 2022.
(h.1)	Master Services Agreement, dated April  13, 2018, between the Trust and State Street Bank and Trust Company (“State Street”) is incorporated herein by reference to PEA No. 1,956.
(h.2)	Exhibit A to the Master Services Agreement is incorporated herein by reference to PEA No. 2,523, filed February 24, 2022.
(h.3)	Service Module for Fund Administration and Accounting Services, dated April  13, 2018, is incorporated herein by reference to PEA No. 1,956.
(h.4)	Service Module for Transfer Agency Services, dated April 13, 2018, is incorporated herein by reference to PEA No.  1,956.
(h.5)	Fifth Amended and Restated Securities Lending Agency Agreement, dated January  1, 2022, among the Trust, iShares, Inc., iShares U.S. ETF Company, Inc., iShares U.S. ETF Trust and BTC is incorporated herein by reference to Post-Effective Amendment No. 2,519, filed January 21, 2022.
(h.6)	Schedule A to the Fifth Amended and Restated Securities Lending Agency Agreement is incorporated herein by reference to PEA No.  2,523, filed February 24, 2022.
(h.7)	Form of Master Securities Loan Agreement (including forms of Annexes and Schedules thereto) is incorporated herein by reference to Post-Effective Amendment No. 369, filed January 22, 2010.
(h.8)	Sublicense Agreement, dated June  30, 2017, among the Trust, iShares, Inc. and BFA for the BlackRock Index Services LLC Indexes, as that term is defined in the Agreement (“BlackRock Index Services LLC Sublicense Agreement”) is incorporated herein by reference to Post-Effective Amendment No. 1,792, filed August 1, 2017.
(h.9)	Amended and Restated Sublicense Agreement, dated September  23, 2015, among the Trust, iShares, Inc. and BFA for the C&S Indexes, as that term is defined in the Agreement (“C&S Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No.  1,512, filed October 21, 2015 (“PEA No. 1,512”).
(h.10)	Exhibit A to the C&S Sublicense Agreement is incorporated herein by reference to PEA No. 1,512.
(h.11)	Amended and Restated Sublicense Agreement, dated September  23, 2015, among the Trust, iShares, Inc. and BFA for the Dow Jones Indexes, as that term is defined in the Agreement (“Dow Jones Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512.
(h.12)	Exhibit A to the Dow Jones Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No.  2,496, filed October 4, 2021 (“PEA No. 2,496”).
(h.13)	Amended and Restated Sublicense Agreement, dated September  23, 2015, among the Trust, iShares, Inc. and BFA for the Markit iBoxx indexes, as that term is defined in the Agreement (“Markit iBoxx Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No.  1,796, filed August 7, 2017 (“PEA No. 1,796”).
(h.14)	Exhibit A to the Markit iBoxx Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No.  2,501, filed November 2, 2021.
(h.15)	Sublicense Agreement, dated March  15, 2018, among the Trust, iShares, Inc. and BFA for the Ice Data Indices, LLC indexes, as that term is defined in the Agreement (“Ice Data Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No. 1,885, filed March 19, 2018.
(h.16)	Exhibit A to the Ice Data Sublicense Agreement is incorporated herein by reference to PEA No. 2,512.
(h.17)	Amended and Restated Sublicense Agreement, dated August  14, 2017, among the Trust, iShares, Inc. and BFA for the Merrill Lynch Indexes, as that term is defined in the Agreement (“Merrill Lynch Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No.  1,840, filed October 23, 2017.

(h.18)	Exhibit A to the Merrill Lynch Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No.  2,408, filed September 18, 2020.
(h.19)	Amended and Restated Sublicense Agreement, dated September  23, 2015, among the Trust, iShares, Inc. and BFA for the Morningstar Indexes, as that term is defined in the Agreement (“Morningstar Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,796.
(h.20)	Exhibit A to the Morningstar Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No.  2,469, filed June 1, 2021.
(h.21)	Amended and Restated Sublicense Agreement, dated September  23, 2015, among the Trust, iShares, Inc. and BFA for the MSCI Indexes, as that term is defined in the Agreement (“MSCI Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,796.
(h.22)	Exhibit A to the MSCI Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No.  2,514, filed December 22, 2021.
(h.23)	Amended and Restated Sublicense Agreement, dated September  23, 2015, among the Trust, iShares, Inc. and BFA for the NASDAQ indexes, as that term is defined in the Agreement (“NASDAQ Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,796.
(h.24)	Exhibit A to the NASDAQ Sublicense Agreement is incorporated herein by reference to Post-Effective Amendment No.  2,478, filed June 29, 2021.
(h.25)	Amended and Restated Sublicense Agreement, dated September  23, 2015, among the Trust, iShares, Inc. and BFA for the Russell Indexes, as that term is defined in the Agreement (“Russell Sublicense Agreement”), is incorporated herein by reference to Post-Effective Amendment No.  1,795, filed August 2, 2017.
(h.26)	Exhibit A to the Russell Sublicense Agreement is incorporated herein by reference to PEA No. 2,496.
(h.27)	Amended and Restated Sublicense Agreement, dated September  23, 2015, among the Trust, iShares, Inc. and BFA for the S&P Indexes, as that term is defined in the Agreement (“S&P Sublicense Agreement”), is incorporated herein by reference to PEA No. 1,512.
(h.28)	Exhibit A to the S&P Sublicense Agreement is incorporated herein by reference PEA No. 2,512.
(h.29)	Form of BlackRock Rule 12d1-4 Fund of Funds Investment Agreement is incorporated herein by reference to Post-Effective Amendment No. 2,518, filed January 19, 2022.
(h.30)	12d1-4 Fund of Funds Investment Agreements between iShares Trust and the following registrants dated as of January 19, 2022, is filed herein:

AllianceBernstein Global High Income Fund, Inc.	Franklin Fund Allocator Series
AllianceBernstein National Municipal Income Fund, Inc.	Franklin Templeton ETF Trust
AB Multi-Manager Alternative Fund	Franklin Templeton Variable Insurance Products Trust
AB Bond Fund, Inc.	Legg Mason Partners Variable Equity Trust
AB Cap Fund, Inc.	FundX Investment Trust
AB Core Opportunities Fund, Inc.	The Glenmede Fund, Inc.
AB Corporate Shares	GMO Trust
AB Discovery Growth Fund, Inc.	GMO Benchmark-Free Fund
AB Equity Income Fund, Inc.	GMO Emerging Domestic Opportunities Fund
AB Fixed-Income Shares, Inc.	GMO Climate Change Fund
AB Global Bond Fund, Inc.	GMO Tax-Managed International Equities Fund
AB Global Real Estate Investment Fund, Inc.	GMO Strategic Opportunities Allocation Fund
AB Global Risk Allocation Fund, Inc.	GPS Funds I

AB High Income Fund, Inc.	GPS Funds II
AB Institutional Funds, Inc.	Savos Investments Trust
AB Large Cap Growth Fund, Inc.	Goldman Sachs Trust
AB Municipal Income Fund, Inc.	Goldman Sachs Variable Insurance Trust
AB Municipal Income Fund II	Goldman Sachs Trust II
AB Relative Value Fund, Inc.	Goldman Sachs ETF Trust
AB Sustainable Global Thematic Fund, Inc.	Goldman Sachs ETF Trust II
AB Sustainable International Thematic Fund, Inc.	Goldman Sachs MLP and Energy Renaissance Fund
AB Trust	Rydex Dynamic Funds
AB Variable Products Series Fund, Inc.	Rydex Series Funds
Sanford C. Bernstein Fund, Inc.	Rydex Variable Trust
Sanford C. Bernstein Fund II, Inc.	Guggenheim Funds Trust
Bernstein Fund, Inc.	Guggenheim Variable Funds Trust
The AB Portfolios	Guggenheim Strategy Funds Trust
Allspring Funds Trust	Transparent Value Trust
Alpha Architect ETF Trust	Guggenheim Active Allocation Fund
American Century Strategic Asset Allocations, Inc.	Guggenheim Energy & Income Fund
AMG Funds	Guggenheim Strategic Opportunities Fund
AMG Funds I	Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust
AMG Funds II
AMG Funds III	Guggenheim Unit Investment Trusts (Guggenheim Defined Portfolios)
AMG Funds IV Series	Horizon Funds
ETF Series Solutions	INDEXIQ ETF TRUST
Aspiriant Trust	Innealta Capital, LLC on behalf of Northern Lights Fund Trust II
Old Westbury Funds, Inc.
BlackRock Allocation Target Shares	Invesco Growth Series
BlackRock Balanced Capital Fund, Inc.	Invesco Investment Funds
BlackRock Funds II	Invesco Unit Trusts
BlackRock Funds III	JNL Series Trust
BlackRock Variable Series Funds, Inc.	James Advantage Funds
BNY Mellon Absolute Insight Funds, Inc.	Janus Henderson Clayton Street Trust
Brighthouse Funds Trust I	Janus Investment Fund
Calamos Investment Trust	John Hancock Variable Insurance Trust
Calamos Long/Short Equity & Dynamic Income Trust	John Hancock Funds II
Calvert Variable Products, Inc.	JPMorgan Trust I
Calvert Social Investment Fund	JPMorgan Trust II
Cambria ETF Trust	J.P. Morgan Fleming Mutual Fund Group, Inc.
	JPMorgan Institutional Trust

AdvisorOne Funds	JPMorgan Insurance Trust
Columbia Funds Series Trust	J.P. Morgan Mutual Fund Investment Trust
Columbia Funds Series Trust I	Undiscovered Managers Funds
Columbia Funds Series Trust II	J.P. Morgan Exchange-Traded Fund Trust
Columbia Funds Variable Series Trust II	JPMorgan Trust IV
Columbia Funds Variable Insurance Trust	The Lazard Funds, Inc.
Direxion Shares ETF Trus	Lincoln Variable Insurance Products Trust
Direxion Funds	Litman Gregory Funds Trust
Eaton Vance Growth Trust	Delaware Group Equity Funds IV
Eaton Vance Mutual Funds Trust	Delaware Group Equity Funds V
EQ ADVISORS TRUST	Delaware Group Foundation Funds
1290 FUNDS	Delaware Pooled Trust
Exchange Listed Funds Trust	Delaware VIP Trust
ETF Series Solutions	Ivy Variable Insurance Portfolio
E-Valuator Funds Trust	InvestEd Portfolios
Fidelity Advisor Series	Ivy Funds
Fidelity Advisor Series VI	Madison Funds
Fidelity Advisor Series VII	Ultra Series Fund
Fidelity Beacon Street Trust	Northern Lights Fund Trust II
Fidelity Capital Trust	MML Series Investment Fund II
Fidelity Central Investment Portfolios LLC	Morningstar Funds Trust
Fidelity Concord Street Trust	Milliman Variable Insurance Trust
Fidelity Congress Street Fund	Nationwide Mutual Funds
Fidelity Contrafund	Nationwide Variable Insurance Trust
Fidelity Commonwealth Trust	Natixis Funds Trust IV
Fidelity Commonwealth Trust I	Natixis Funds Trust II
Fidelity Covington Trust	Neuberger Berman Alternative Funds
Fidelity Destiny Portfolios	Neuberger Berman Equity Funds
Fidelity Devonshire Trust	Neuberger Berman Income Funds
Fidelity Exchange Fund	Neuberger Berman Advisers Management Trust
Fidelity Financial Trust	Neuberger Berman ETF Trust
Fidelity Hanover Street Trust	North Square Funds
Fidelity Hastings Street Trust	Northern Lights Fund Trust III
Fidelity Investment Trust	Northwestern Mutual Series Fund, Inc.
Fidelity Magellan Fund	FlexShares Trust
Fidelity Mt. Vernon Street Trust	Northern Funds
Fidelity Puritan Trust	MainStay Funds Trust

Fidelity Securities Fund	MainStay VP Funds Trust
Fidelity Select Portfolios	Ohio National Fund, Inc.
Fidelity Summer Street Trust	Pax World Funds Series Trust I and Pax World Funds
Fidelity Trend Fund	Series Trust III
Variable Insurance Products Fund	PFM Multi-Manager Series Trust
Variable Insurance Products Fund II	PIMCO Equity Series
Variable Insurance Products Fund III	PIMCO Funds
Variable Insurance Products Fund IV	PIMCO Variable Insurance Trust
Fidelity Aberdeen Street Trust	Principal Variable Contracts Funds, Inc.
Fidelity Advisor Series II	Principal Funds, Inc.
Fidelity Advisor Series IV	ProFunds
Fidelity Boylston Street Trust	ProShares Trust
Fidelity California Municipal Trust	Prudential Investment Portfolios 3
Fidelity California Municipal Trust II	Prudential Investment Portfolios 16
Fidelity Central Investment Portfolios II LLC	Advanced Series Trust
Fidelity Charles Street Trust	Salient MF Trust
Fidelity Colchester Street Trust	Forward Funds
Fidelity Court Street Trust	Salient Midstream & MLP Fund
Fidelity Court Street Trust II	Schwab Capital Trust
Fidelity Garrison Street Trust	Schwab Annuity Portfolios
Fidelity Hereford Street Trust	Securian Funds Trust
Fidelity Income Fund	SEI Institutional Managed Trust
Fidelity Massachusetts Municipal Trust	SEI Institutional Investments Trust
Fidelity Merrimack Street Trust	SEI Institutional International Trust
Fidelity Money Market Trust	Adviser Managed Trust
Fidelity Municipal Trust	SSGA Active Trust
Fidelity Municipal Trust II	Sterling Capital Funds
Fidelity Newbury Street Trust	SunAmerica Series Trust
Fidelity New York Municipal Trust	Symmetry Panoramic Trust
Fidelity New York Municipal Trust II	Thrivent Mutual Funds
Fidelity Oxford Street Trust	Thrivent Series Fund, Inc.
Fidelity Oxford Street Trust II	Thrivent Core Funds
Fidelity Phillips Street Trust	Transamerica Funds
Fidelity Revere Street Trust	Transamerica Series Trust
Fidelity Salem Street Trust	Transamerica ETF Trust
Fidelity School Street Trust	Northern Lights Fund Trust
Fidelity Union Street Trust	Northern Lights Variable Trust
	VanEck ETF Trust

Fidelity Union Street Trust II	Victory Portfolios
Variable Insurance Products Fund V	Victory Portfolios II
Federated Hermes Fixed Income Securities, Inc.	Victory Variable Insurance Funds
Federated Hermes MDT Series	USAA Mutual Funds Trust
Federated Hermes Global Allocation Fund	Virtus Strategy Trust
Federated Hermes Insurance Series	Voya Balanced Portfolio, Inc.
Fidelity Rutland Square Trust II	Voya Equity Trust
FT Series	Voya Investors Trust
First Trust Exchange-Traded Fund	Voya Mutual Funds
First Trust Exchange-Traded Fund II	Voya Partners, Inc.
First Trust Exchange-Traded Fund III	Voya Separate Portfolios Trust
First Trust Exchange-Traded Fund IV	Voya Strategic Allocation Portfolios, Inc.
First Trust Exchange-Traded Fund V	The Arbitrage Funds
First Trust Exchange-Traded Fund VI	AltShares Trust
First Trust Exchange-Traded Fund VII	Absolute Shares Trust
First Trust Exchange-Traded Fund VIII	WesMark Funds
First Trust Series Fund	William Blair Funds
First Trust Variable Insurance Trust	Wilmington Funds

(i) Not applicable.

(j) Not applicable.

(k) Not applicable.

(l.1) Subscription Agreement, dated April 20, 2000, between the Trust and SEI Investments Distribution Co. is incorporated herein by reference to Post-Effective Amendment No. 2, filed May 12, 2000 (“PEA No. 2”).

(l.2) Letter of Representations, dated April 14, 2000, between the Trust and the Depository Trust Company (“DTC”) is incorporated herein by reference to PEA No. 2.

(l.3) Amendment of Letter of Representations, dated January 9, 2001, between the Trust and DTC for iShares Nasdaq Biotechnology Index Fund and iShares Cohen & Steers Realty Majors Index Fund is incorporated herein by reference to Post-Effective Amendment No. 11, filed July 2, 2001.

(m) Not applicable.

(n) Not applicable.

(o) Not applicable.

(p.1) Code of Ethics for Fund Access Persons and Code of Ethics for BRIL is incorporated herein by reference to Post-Effective Amendment No. 2,117, filed May 20, 2019.

(q.1) Powers of Attorney, each dated January 1, 2020, for Armando Senra, Salim Ramji, Jane D. Carlin, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito, Drew E. Lawton, Richard L. Fagnani and Trent W. Walker are incorporated herein by reference to Post-Effective Amendment No. 2,257, filed January 9, 2020 (“PEA No. 2,257”).

(q.2) Officer’s Certificate is incorporated herein by reference to PEA No. 2,257.

Item 29. Persons Controlled By or Under Common Control with Registrant:

None.

Item 30. Indemnification:

The Trust (also referred to in this section as the “Fund”) is organized as a Delaware statutory trust and is operated pursuant to an Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) that permits the Trust to indemnify its trustees and officers under certain circumstances. Such indemnification, however, is subject to the limitations imposed by the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”).

Section 10.2 of the Declaration of Trust:

The Declaration of Trust provides that every person who is, or has been, a trustee or officer of the Trust (a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid in connection with any claim, action, suit, proceeding in which he or she becomes involved as a party or otherwise by virtue of being or having been a trustee or officer and against amounts paid as incurred in the settlement thereof. However, no indemnification shall be provided to a Covered Person:

(i) who shall have been adjudicated by a court or body before which the proceeding was brought (a) to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office or (b) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a determination that such trustee or officer did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office: (a) by the court or other body approving the settlement; (b) by at least a majority of those trustees who neither are “interested persons” (as defined in the 1940 Act) of the Trust nor are parties to the matter based upon a review of readily-available facts (as opposed to a full trial-type inquiry); or (c) by written opinion of independent legal counsel based upon a review of readily-available facts (as opposed to a full trial-type inquiry); provided, however, that any shareholder, by appropriate legal proceedings, may challenge any such determination by the trustees or by independent counsel.

Article IX of the Registrant’s Amended and Restated By-Laws:

The Amended and Restated By-Laws provides that the Trust may purchase and maintain insurance on behalf of any Covered Person or employee of the Trust, including any Covered Person or employee of the Trust who is or was serving at the request of the Trust as a trustee, officer, or employee of a corporation, partnership, association, joint venture, trust, or other enterprise, against any liability asserted against and incurred by such Covered Person or employee in any such capacity or arising out of his or her status as such, whether or not the trustees would have the power to indemnify him or her against such liability. The Trust may not acquire or obtain a contract for insurance that protects or purports to protect any trustee or officer of the Trust against any liability to the Trust or its Shareholders to which such trustee or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

1933 Act:

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Section 17 of the Master Services Agreement between Registrant and State Street:

The Master Services Agreement provides that State Street will indemnify, defend and hold harmless the applicable Fund, its Affiliates, and its respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines,

penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such Fund is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “State Street Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from; (i) changes made by any Fund or by a third party at the direction of a Fund to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any Fund, provided that State Street has notified such Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Fund to so implement following such notification; (iii) any Fund’s combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any Fund’s use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Fund (except in the event of a knowing infringement by State Street); or (v) use by a Fund of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under the Master Services Agreement or any Service Module; (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a Fund is a signatory, including: (i) any claim arising under occupational health and safety, worker’s compensation, ERISA or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its respective officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Fund is an employer or joint employer of any such prospective, then-current or former employees of State Street; (d) the failure by State Street to obtain, maintain, or comply with any governmental approvals as required under the Master Services Agreement and/or a Service Module to which such Fund is a signatory or such other failures as otherwise agreed by the Parties from time to time; (e) claims by third parties arising from claims by governmental authorities against such Customer for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with State Street’s failure to perform its responsibilities under the Master Services Agreement or any Service Module (except to the extent a Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such Fund is a signatory; or (h) other claims as otherwise agreed by the Parties from time to time.

Each Party will indemnify, defend and hold harmless the other Party and their respective officers, directors, employees, agents, successors and assigns from any and all Losses arising from or in connection with any of the following, including Losses arising from or in connection with any third party claim or threatened third party claim: (a) the death or bodily injury of an agent, employee, customer, business invitee or business visitor or other person caused by the tortious or criminal conduct of the other Party; or (b) the damage, loss or destruction of real or tangible personal property caused by the tortious or criminal conduct of the other Party.

Section 8.02 of the Distribution Agreement between Registrant and BRIL:

The Distribution Agreement provides that the Trust agrees to indemnify, defend and hold harmless, BRIL, each of its directors, officers, principals, representatives, employees and each person, if any, who controls BRIL within the meaning of Section 15 of the 1933 Act (collectively, the “BRIL Indemnified Parties”) on an as-incurred basis from and against any and all losses, claims, damages or liabilities whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) (collectively, “Losses”) to which the BRIL Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any breach of any representation, warranty or covenant made by the Trust in this Agreement; provided, however, that the Trust shall not be liable in any such case to the extent that any Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus about BRIL in reliance upon and in conformity with written information furnished to the Trust by BRIL expressly for use therein; (B) BRIL’s own willful misfeasance, willful misconduct or gross negligence or BRIL’s reckless disregard of its obligations under this Agreement or arising out of the failure of BRIL to deliver a current Prospectus; or (C) BRIL’s material breach of this Agreement.

The Distribution Agreement also provides that BRIL agrees to indemnify and hold harmless the Trust, each of its trustees, officers, employees and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any and all losses to which the Trust Indemnified Parties become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, in reliance upon and in conformity with written information furnished to the Trust by BRIL about BRIL expressly for use therein; (ii) any breach of any representation, warranty or covenant made by BRIL in the Distribution Agreement; and (iii) the actions or omissions of any person acting under the supervision of BRIL in providing services under the Distribution Agreement; provided, however, that BRIL shall not be liable in any such case to the extent that any loss arises out of or is based upon (A) the Trust’s own willful misfeasance, willful misconduct or gross negligence or the Trust’s reckless disregard of its obligations under the Distribution Agreement or (B) the Trust’s material breach of the Distribution Agreement.

The Authorized Participant Agreement:

The Authorized Participant Agreement provides that the Authorized Participant (the “Participant”) agrees to indemnify and hold harmless the Fund and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party”) from and against any loss, liability, cost and expense (including attorneys’ fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of the Authorized Participant Agreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Authorized Participant Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II, III or IV (as each may be amended from time to time) of the Authorized Participant Agreement reasonably believed by the distributor and/or the transfer agent to be genuine and to have been given by the Participant.

Section 5.1 of the Fifth Amended and Restated Securities Lending Agency Agreement:

The Fifth Amended and Restated Securities Lending Agency Agreement provides that the Trust on behalf of each Fund agrees to indemnify BTC and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTC’s operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of BTC’s negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. Actions taken or omitted in reasonable reliance upon Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.

The Fifth Amended and Restated Securities Lending Agency Agreement also provides that BTC shall indemnify and hold harmless the Trust and each Fund, its Board of Trustees and its agents and BFA and any investment adviser for the Funds from any and all loss, liability, costs, damages, actions, and claims (“Loss”) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions or willful misconduct of BTC, its officers, directors or employees or any of its agents or subcustodians in connection with the securities lending activities undertaken pursuant to this Agreement, provided that BTC’s indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC.

The Participation Agreement:

The Form of Participation Agreement generally provides that each Investing Fund agrees to hold harmless and indemnify the iShares Funds, including any of their principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the iShares Funds, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from (i) a violation or alleged violation by such Investing Fund of any provision of this Agreement or (ii) a violation or alleged violation by such Investing Fund of the terms and conditions of the iShares Order, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims.

The iShares Funds agree to hold harmless and indemnify an Investing Fund, including any of its directors or trustees, officers, employees and agents, against and from any Claims asserted against the Investing Fund, including any of its directors or trustees, officers, employees and agents, to the extent such Claims result from (i) a violation or alleged violation by the iShares Fund of any provision of this Agreement or (ii) a violation or alleged violation by the iShares Fund of the terms and conditions of the iShares Order, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no iShares Fund shall be liable for indemnifying any Investing Fund for any Claims resulting from violations that occur as a result of incomplete or inaccurate information provided by the Investing Fund to such iShares Fund pursuant to terms and conditions of the iShares Order or this Agreement.

Sublicense Agreements between the Registrant and BFA:

The Sublicense Agreements generally provide that the Trust shall indemnify and hold harmless BFA, its officers, employees, agents, successors, and assigns against all judgments, damages, costs or losses of any kind (including reasonable attorneys’ and experts’ fees) resulting from any claim, action or proceeding (collectively “claims”) that arises out of or relates to (a) the creation, marketing, advertising, selling, and operation of the Trust or interests therein, (b) any breach by BFA of its covenants, representations, and warranties under the “License Agreement” caused by the actions or inactions of the Trust, or (c) any violation of applicable laws (including, but not limited to, banking, commodities, and securities laws) arising out of the offer, sale, operation, or trading of the Trust or interests therein, except to the extent such claims result from the negligence, gross negligence or willful misconduct of BFA or an affiliate of BFA. The provisions of this section shall survive termination of this Sublicense Agreement.

Item 31. Business and Other Connections of the Investment Adviser:

The Trust is advised by BFA, an indirect wholly owned subsidiary of BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. BFA’s business is that of a registered investment adviser to certain open-end, management investment companies and various other institutional investors.

The directors and officers of BFA consist primarily of persons who during the past two years have been active in the investment management business. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BFA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BFA is included in its Form ADV filed with the SEC (File No. 801-22609) and is incorporated herein by reference.

Director or Officer	Capacity with BFA	Principal Business(es) During Last Two Fiscal Years
FINK, LAURENCE DOUGLAS	CHIEF EXECUTIVE OFFICER	Chairman and Chief Executive Officer of BlackRock, Inc.
GOLDSTEIN, ROBERT LAWRENCE	CHIEF OPERATING OFFICER AND DIRECTOR	Senior Managing Director and Chief Operating Officer of BlackRock, Inc.
KAPITO, ROBERT STEVEN	PRESIDENT	President and Director of BlackRock, Inc.
MEADE, CHRISTOPHER JOSEPH	GENERAL COUNSEL AND CHIEF LEGAL OFFICER	Senior Managing Director and Chief Legal Officer of BlackRock, Inc.
PARK, CHARLES CHOON SIK	CHIEF COMPLIANCE OFFICER	Managing Director of BlackRock, Inc. and Chief Compliance Officer of BlackRock’s registered investment companies
SHEDLIN, GARY STEPHEN	CHIEF FINANCIAL OFFICER AND DIRECTOR	Senior Managing Director and Chief Financial Officer of BlackRock Inc.
WALTCHER, DANIEL RUSSELL	DIRECTOR	Managing Director and Deputy General Counsel of BlackRock, Inc.

BIL acts as sub-adviser for a number of affiliated registered investment companies advised by BFA. The address of each of these registered investment companies is 400 Howard Street, San Francisco, CA 94105. The address of BIL is Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. To the knowledge of the Registrant, except as set forth below, none of the directors or executive officers of BIL is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Information as to the executive officers and directors of BIL is included in its Form ADV filed with the SEC (File No. 801-51087) and is incorporated herein by reference.

Director or Officer	Capacity with BIL	Principal Business(es) During Last Two Fiscal Years
CHARRINGTON, NICHOLAS JAMES	DIRECTOR	Senior Adviser and Non-Executive Chairman of EMEA of BlackRock, Inc., Non-Executive Director of BlackRock Group Limited BlackRock Investment Management (UK) Limited, BlackRock Advisors (UK) Limited and BIL (collectively, the “Joint Boards”)
CLAUSEN, CHRISTIAN	DIRECTOR	Senior Advisor of BlackRock, Inc.
DE FREITAS, ELEANOR JUDITH	DIRECTOR	Managing Director of BlackRock, Inc.
FISHWICK, JAMES EDWARD	DIRECTOR	Managing Director of BlackRock, Inc.
ARCHIBALD, ARTHUR, BENJAMIN	GENERAL COUNSEL	Managing Director of BlackRock, Inc.
LORD, RACHEL	CHIEF EXECUTIVE OFFICER AND DIRECTOR	Senior Managing Director of BlackRock, Inc.
GIBSON, NICHOLAS, JOHN	CHIEF COMPLIANCE OFFICER	Managing Director of BlackRock, Inc.
MULLIN, STACEY JANE	CHIEF OPERATING OFFICER AND DIRECTOR	Managing Director of BlackRock, Inc.
MCDONALD, COLIN, ALISTAIR	CHIEF FINANCIAL OFFICER	Managing Director of BlackRock, Inc., Director of BlackRock Inc.
YOUNG, MARGARET ANNE	DIRECTOR	Non-Executive Director of the Joint Boards

Item 32. Principal Underwriters:

(a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser.

BRIL, the distributor of certain funds, acts as the principal underwriter or placement agent, as applicable, for each of the following open-end registered investment companies including certain funds of the Registrant:

BlackRock Advantage Global Fund, Inc.	BlackRock Large Cap Series Funds, Inc.
BlackRock Advantage SMID Cap Fund, Inc.	BlackRock Latin America Fund, Inc.
BlackRock Allocation Target Shares	BlackRock Liquidity Funds
BlackRock Balanced Capital Fund, Inc.	BlackRock Long-Horizon Equity Fund
BlackRock Bond Fund, Inc.	BlackRock Mid-Cap Value Series, Inc.
BlackRock California Municipal Series Trust	BlackRock Multi-State Municipal Series Trust
BlackRock Capital Appreciation Fund, Inc.	BlackRock Municipal Bond Fund, Inc.
BlackRock Emerging Markets Fund, Inc.	BlackRock Municipal Series Trust
BlackRock Equity Dividend Fund	BlackRock Natural Resources Trust
BlackRock ETF Trust	BlackRock Series Fund, Inc.
BlackRock ETF Trust II	BlackRock Series Fund II, Inc.
	BlackRock Series, Inc.

BlackRock EuroFund	BlackRock Strategic Global Bond Fund, Inc.
BlackRock Financial Institutions Series Trust	BlackRock Variable Series Funds, Inc.
BlackRock FundsSM	BlackRock Variable Series Funds II, Inc.
BlackRock Funds II	iShares, Inc.
BlackRock Funds III	iShares U.S. ETF Trust
BlackRock Funds IV	Managed Account Series
BlackRock Funds V	Managed Account Series II
BlackRock Funds VI	Master Bond LLC
BlackRock Funds VII, Inc.	Master Investment Portfolio
BlackRock Global Allocation Fund, Inc.	Master Investment Portfolio II
BlackRock Index Funds, Inc.	Master Large Cap Series LLC
BlackRock Large Cap Focus Growth Fund, Inc.	Quantitative Master Series LLC
BlackRock Large Cap Focus Value Fund, Inc.

BRIL also acts as the distributor or placement agent for the following closed-end registered investment companies:

BlackRock Corporate High Yield Fund, Inc.

BlackRock Credit Strategies Fund

BlackRock Health Sciences Trust

BlackRock Hedge Fund Guided Portfolio Solution

BlackRock MuniAssets Fund, Inc.

BlackRock Municipal Income Trust II

BlackRock Private Investments Fund

BlackRock Science and Technology Trust

BlackRock Taxable Municipal Bond Trust

BlackRock Utilities, Infrastructure & Power Opportunities Trust

BRIL provides numerous financial services to BlackRock-advised funds and is the distributor of BlackRock’s open-end funds. These services include coordinating and executing Authorized Participation Agreements, preparing, reviewing and providing advice with respect to all sales literature and responding to Financial Industry Regulatory Authority comments on marketing materials.

(b) Set forth below is information concerning each director and officer of BRIL. The principal business address for each such person is 55 East 52^nd Street, New York, NY 10055.

Name	Position(s) and Office(s) with BRIL	Position(s) and Office(s) with Registrant
Abigail Reynolds	Chairman and Member, Board of Managers, and Chief Executive Officer	None
Christopher Meade	Chief Legal Officer, General Counsel and Senior Managing Director	None
Lauren Bradley	Chief Financial Officer and Vice President	None
Gregory Rosta	Chief Compliance Officer and Director	None
Jon Maro	Chief Operating Officer and Director	None
Andrew Dickson	Secretary and Managing Director	None
Terri Slane	Assistant Secretary and Director	None
Anne Ackerley	Member, Board of Managers, and Managing Director	None
Michael Bishopp	Managing Director	None
Thomas Callahan	Member, Board of Managers, and Managing Director	None
Samara Cohen	Managing Director	None
Jonathan Diorio	Managing Director	None
Lisa Hill	Managing Director	None
Brendan Kyne	Managing Director	None
Paul Lohrey	Managing Director	None
Martin Small	Member, Board of Managers, and Managing Director	None
Jonathan Steel	Managing Director	None
Ariana Brown	Director	None
Chris Nugent	Director	None
Lourdes Sanchez	Vice President	None
Lisa Belle	Anti-Money Laundering Officer	Anti-Money Laundering Compliance Officer
Zach Buchwald	Member, Board of Managers	None
Gerald Pucci	Member, Board of Managers	None
Philip Vasan	Member, Board of Managers	None

(c) Not applicable.

Item 33. Location of Accounts and Records:

(a) The Trust maintains accounts, books and other documents required by Section 31(a) of the 1940 Act and the rules thereunder (collectively, the “Records”) at the offices of BlackRock, 60 State Street, Boston, MA 02109.

(b) BFA and/or its affiliates maintains all Records relating to its services as investment adviser at 400 Howard Street, San Francisco, CA 94105.

(c) BRIL maintains all Records relating to its services as distributor of certain Funds at 1 University Square Drive, Princeton, NJ 08540.

(d) State Street maintains all Records relating to its services as transfer agent at 1 Heritage Drive, North Quincy, MA 02171. State Street maintains all Records relating to its services as fund accountant and custodian at 1 Lincoln Street, Mail Stop SFC0805, Boston, MA 02111.

(e) BlackRock International Limited maintains all Records relating to its functions as current or former sub-adviser at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom.

Item 34. Management Services:

Not applicable.

Item 35. Undertakings:

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 2,524 to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of San Francisco and the State of California on the 28^th day of February, 2022.

iSHARES TRUST
By:
	Armando Senra*
	President
Date: February 28, 2022

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2,524 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

By:
	Salim Ramji*
	Trustee
Date: February 28, 2022
	John E. Martinez*
	Trustee
Date: February 28, 2022
	Cecilia H. Herbert*
	Trustee
Date: February 28, 2022
	John E. Kerrigan*
	Trustee
Date: February 28, 2022
	Robert S. Kapito*
	Trustee
Date: February 28, 2022

	Madhav V. Rajan*
	Trustee
Date: February 28, 2022
	Jane D. Carlin*
	Trustee
Date: February 28, 2022
	Drew E. Lawton*
	Trustee
Date: February 28, 2022
	Richard L. Fagnani*
	Trustee
Date: February 28, 2022
	/s/ Trent W. Walker
	Trent W. Walker*
	Treasurer and Chief Financial Officer
Date: February 28, 2022
	/s/ Trent W. Walker
*	By: Trent W. Walker
	Attorney-in-fact
Date: February 28, 2022

* Powers of Attorney, each dated January 1, 2020, for Armando Senra, Salim Ramji, Jane D. Carlin, Cecilia H. Herbert, John E. Kerrigan, John E. Martinez, Madhav V. Rajan, Robert S. Kapito, Drew E. Lawton, Richard L. Fagnani and Trent W. Walker are incorporated herein by reference to PEA No. 2,257.

Exhibit Index
(h.30)	12d1-4 Fund of Fund Investment Agreements.