| | |
![LOGO](https://capedge.com/proxy/CORRESP/0001193125-19-262836/g760041g02x67.jpg) | | 787 Seventh Avenue |
| New York, NY 10019-6099 |
| Tel: 212 728 8000 |
| Fax: 212 728 8111 |
October 4, 2019
VIA EDGAR
John Grzeskiewicz
Christina Fettig
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | BlackRock Utilities, Infrastructure & Power Opportunities Trust Registration Statement on FormN-2 |
(Securities Act FileNo. 333-233279)
Dear Mr. Grzeskiewicz and Ms. Fettig:
On behalf of BlackRock Utilities, Infrastructure & Power Opportunities Trust (the “Registrant”), this letter responds to comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the undersigned by telephone on September 3, 2019 and September 18, 2019, regarding the Registrant’s Registration Statement on FormN-2 (the “Registration Statement”), which was filed with the Commission on August 14, 2019.
The Staff’s comments have been restated below in italicized text. We have discussed the Staff’s comments with representatives of the Registrant. The Registrant’s responses to the Staff’s comments are set out immediately under the restated comment.Pre-Effective Amendment No. 1 to the Registration Statement, which is being filed concurrently with this letter, reflects changes made in response to the Staff’s comments, along with changes made to update certain other information in the Registration Statement. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.
NEW YORK WASHINGTON HOUSTON PALO ALTO PARIS LONDON FRANKFURT BRUSSELS MILAN ROME
Disclosure Staff Comments
| | |
Comment No. 1: | | The Staff notes that the Registration Statement is registering a continuousshelf offering by the Registrant. The Staff reminds the Registrant that if itwants to prolong this offering beyond 3 years, it must file anotherRegistration Statement on FormN-2. |
| |
Response: | | The Registrant acknowledges the comment and confirms that it will file another Registration Statement on FormN-2 if it intends to prolong the offering beyond 3 years in accordance with Rule 415(a)(5) under the Securities Act of 1933, as amended. |
| |
Comment No. 2: | | Please note that the Staff may have additional comments to the RegistrationStatement once missing information is provided in the nextpre-effectiveamendment. |
| |
Response: | | The Registrant acknowledges the comment and confirms that, with the exception of the date of the Prospectus and the Statement of Additional Information, all information required to be included in the Registration Statement at the time of effectiveness will be included bypre-effective amendment. |
| |
Comment No. 3: | | It is unclear to the Staff whether the Registrant currently intends to conducta rights offering.Please state whether the Registrant intends to offer rightsin the next year.If so, please state whether the rights will be transferable.If the rights are dilutable, the prospectus of any rights offering shouldprovide an example showing the extent of the dilutive effect when thesubscription price is below the NAV on the pricing date. Please note thatthe Registrant will also need an opinion of counsel with respect to thelegality of the shares issued in the rights offering, and that counsel mustinclude in its opinion that the right is a binding obligation of the fund underthe law of the jurisdiction that governs the rights agreement. |
| |
Response: | | The Registrant currently has no intention of issuing shares in a rights offering over the next year. However, if the Registrant does issue shares in a rights offering, it will receive an opinion of counsel with respect to the legality of shares. |
| |
Comment No. 4: | | In the subsection entitled “Prospectus Summary – Investment Policies –Options Writing Strategy,” please consider disclosing that “other writtenoptions” are known as naked options and that the idea is that naked optionsare those where the writer does not own the underlying assets under therights and thus the writers of naked options are unprotected from unlimitedloss. |
| |
Response: | | The requested change has been made. |
- 2 -
Accounting Staff Comments
| | |
Comment No. 5: | | Please update the financial information in the Registration Statement toincorporate the Registrant’s financial statements included in its semi-annual report for the fiscal period ended June 30, 2019. |
| |
Response: | | The requested change has been made. |
| |
Comment No. 6: | | Please note that instruction 6 of Item 3 of FormN-2 states that ‘“OtherExpenses’ should be estimated.” Please revise the fee table on page 28 ofthe section entitled “Summary of Trust Expenses” to show estimatedexpense. |
| |
Response: | | The requested change has been made. |
* * * * * * * * * * * * * * * *
Please do not hesitate to contact me at (212)728-8037 if you have any comments or if you require additional information.
Respectfully submitted,
|
/s/ Stacey P. Ruiz |
Stacey P. Ruiz |
| | |
cc: | | Janey Ahn, Esq., BlackRock Advisors, LLC |
| | Dean Caruvana, Esq., BlackRock Advisors, LLC |
| | Elliot J. Gluck, Esq., Willkie Farr & Gallagher LLP |
- 3 -