 | SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX | BEIJING BOSTON BRUSSELS CENTURY CITY CHICAGO DALLAS GENEVA | HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO | SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. | ||||||||
| FOUNDED 1866 | ||||||||||||
December 30, 2015
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Division of Investment Management
| Re: | Federal Trust Fund, a series of BlackRock Liquidity Funds |
Registration Statement on Form N-14
Ladies and Gentlemen:
On behalf of Federal Trust Fund (the “Acquiring Fund”), a series of BlackRock Liquidity Funds (the “Acquiring Trust”), transmitted herewith for filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), is the Acquiring Trust’s Registration Statement on Form N-14 (the “Registration Statement”), containing the Combined Prospectus/Proxy Statement and Statement of Additional Information of the Acquiring Fund and BofA Government Reserves (the “Target Fund”), a series of BofA Funds Series Trust (the “Target Trust”), and the notice for the special meeting of the shareholders of the Target Fund (the “Special Meeting”). At the Special Meeting, the shareholders of the Target Fund will be asked to approve a proposal containing a series of transactions, which will result in shareholders of the Target Fund becoming shareholders of the Acquiring Fund, a money market fund advised by BlackRock Advisors, LLC. The proposed transactions include the reorganization of the Target Fund with the Acquiring Fund (the “Reorganization”).
Pursuant to the Reorganization, the Acquiring Fund would acquire substantially all of the assets of, and assume certain stated liabilities of, the Target Fund in exchange for shares of the Acquiring Fund to be distributed pro rata by the Target Fund to its shareholders in complete liquidation and termination of the Target Fund.
The Reorganization is expected to occur in the second quarter of 2016. It is expected that the Combined Prospectus/Proxy Statement and accompanying notice of Special Meeting will be transmitted to shareholders of record of the Target Fund in the first quarter of 2016. Accordingly, we would appreciate any comments you may have as soon as reasonably practicable.
Please do not hesitate to contact me at (212) 839-5969 if you have comments or if you require additional information regarding the Acquiring Trust’s Registration Statement.
| Very truly yours, |
| /s/ Carla Teodoro |
| Carla Teodoro |
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
| cc: | Benjamin Archibald |
| John A. MacKinnon |