 | 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
August 8, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attention: Christina DiAngelo Fettig
| Re: | FDP Series II, Inc. |
Securities Act FileNo. 333-224370 |
Investment Company Act FileNo. 811-23342 |
Dear Ms. DiAngelo Fettig:
On behalf of FDP Series II, Inc. (the “Registrant”), this letter responds to a comment provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (“Commission”) to the undersigned by telephone on August 8, 2018, regardingPre-Effective Amendment No. 1 to the Registrant’s Registration Statement on FormN-1A (the “Registration Statement”) under the Securities Act of 1933, as amended, and Amendment No. 1 under the Investment Company Act of 1940, as amended, which was filed with the Commission on August 3, 2018, with respect to FDP BlackRock CoreAlpha Bond Fund (the “Fund”).
The Staff’s comment has been restated below in italicized text. We have discussed the Staff’s comment with representatives of the Registrant. The Registrant’s response to the Staff’s comment is set out immediately under the restated comment. Please note that we have not independently verified information provided by the Registrant. Defined terms, unless otherwise defined herein, have the meanings given them in the Registration Statement.
| Comment 1: | In the section entitled “Fund Overview – Fees and Expenses of the Fund,” footnote 6 to the fee table references “extraordinary expenses incurred by BlackRock.” With respect to these extraordinary expenses, the Staff notes that Instruction 3(c)(ii) to Item 3 of FormN-1A states, in relevant part, the following: “If extraordinary expenses were incurred that materially affected the Fund’s ‘Other Expenses,’ disclose in a footnote to the table what ‘Other Expenses’ would have been had the extraordinary expenses been included.” Please add the required disclosure. |
NEW YORK WASHINGTON HOUSTON PARIS LONDON FRANKFURT BRUSSELS MILAN ROME
in alliance with Dickson Minto W.S., London and Edinburgh
| Response 1: | The Registrant respectfully declines to add the requested disclosure as the Fund has not incurred extraordinary expenses that would materially affect the Fund’s Other Expenses. |
* * * * * * * * * *
Should you have any questions concerning the above, please call the undersigned at212-728-8037.
| Very truly yours, |
/s/ Stacey P. Ruiz |
| Stacey P. Ruiz |
| cc: | Ben Archibald, Esq., BlackRock Advisors, LLC |
Gladys Chang, Esq., BlackRock Advisors, LLC
Dean Caruvana, Esq., BlackRock Advisors, LLC
Elliot J. Gluck, Esq., Willkie Farr & Gallagher, LLP
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