August 7, 2018
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | FDP Series II, Inc. |
Pre-Effective Amendment No. 1
Securities Act File No. 333-224370
Dear Commissioners:
Pursuant to Rule 461 under the Securities Act of 1933, FDP Series II, Inc. (the “Registrant”) requests acceleration of the effective date ofPre-Effective Amendment No. 1 to its Registration Statement on FormN-1A (FileNo. 333-224370) (the “Amendment”) so that the Amendment is declared effective on August 8, 2018, or as soon as practicable thereafter. BlackRock Investments, LLC, the principal distributor of the Registrant, hereby joins in its request for acceleration of the effectiveness of the Amendment.
If this request is granted, we respectfully request that we be notified by telephone at the time of effectiveness, and that such effectiveness also be confirmed in writing. Please call Elliot J. Gluck of Willkie Farr & Gallagher LLP at (212)728-8138 or Bissie K. Bonner of Willkie Farr & Gallagher LLP at (212)728-8955.
The Registrant hereby acknowledges that, if the Securities and Exchange Commission (the “Commission”) (or its staff, acting pursuant to delegated authority), declares the filing effective, such action:
| (i) | does not foreclose the Commission from taking any action with respect to the filing; |
| (ii) | does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| (iii) | may not be asserted by the Registrant as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
August 7, 2018
Page 2
| Very truly yours, | ||
| FDP Series II, Inc. | ||
| By: | /s/ Benjamin Archibald | |
| Name: Benjamin Archibald | ||
| Title: Secretary | ||
| BlackRock Investments, LLC | ||
| By: | /s/ Jonathan Diorio | |
| Name: Jonathan Diorio | ||
| Title: Managing Director | ||
