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February 9, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Mr. John Grzeskiewicz | |
| Mr. Anthony Burek | ||
| Division of Investment Management |
Re: | TempFund (the “Acquiring Fund”), a series of BlackRock Liquidity Funds | |
| (the “Acquiring Trust”), Registration Statement on Form N-14 (File No. 333-208799) |
Ladies and Gentlemen:
On behalf of the Acquiring Fund, we herewith transmit for filing, under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), Pre-Effective Amendment No. 1 (the “Amendment”) to the 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, BofA Cash Reserves, a series of BofA Funds Series Trust (the “Target Trust”), and BofA Money Market Reserves (together with BofA Cash Reserves, collectively, the “Target Funds”), also a series of the Target Trust, and the notice for the special meeting of the shareholders of each Target Fund (the “Special Meeting”). At the Special Meeting, the shareholders of each Target Fund will be asked to approve a proposal containing a series of transactions, which will result in shareholders of each Target Fund becoming shareholders of the Acquiring Fund, a money market fund advised by BlackRock Advisors, LLC. The proposed transactions include the reorganization of each Target Fund with the Acquiring Fund (each a “Reorganization” and collectively, the “Reorganizations”). The Target Funds and the Acquiring Fund are referred to herein collectively as the “Funds.” The Acquiring Fund after consummation of the Reorganization is referred to herein as the “Combined Fund.”
Pursuant to each Reorganization, the Acquiring Fund would acquire substantially all of the assets of, and assume certain stated liabilities of, the applicable Target Fund in exchange for shares of the Acquiring Fund to be distributed pro rata by the applicable Target Fund to its shareholders in complete liquidation and termination of the applicable Target Fund.
The Reorganizations are expected to occur in early April 2016. It is expected that the Combined Prospectus/Proxy Statement and accompanying notice of Special Meeting will be transmitted to shareholders of record of each Target Fund in February 2016.
The Amendment is being filed for the purpose of completing the information required to be provided in the Registration Statement and to make certain additional changes. The Amendment also contains the Funds’ responses to the telephonic comments provided by Mr. John Grzeskiewicz on January 29, 2016 and Mr. Anthony Burek on February 1, 2016, each of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the Acquiring Trust’s initial Registration Statement on Form N-14 filed with the Commission on December 30, 2015 covering the Reorganizations.
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.
The Staff’s comments are described below and have been summarized to the best of our understanding. We have discussed the Staff’s comments with representatives of the Funds. The Funds’ responses to the Staff’s comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meaning set forth in the Registration Statement.
General Comments
Comment: Please explain supplementally whether the Funds have implemented the applicable provisions of recent amendments to Rule 2a-7 adopted by the Commission (“Money Market Reforms”). Please also describe whether the Target Fund and/or the Acquiring Fund have implemented, or will be required to implement, substantive changes to portfolio management as a result of the applicable provisions of Money Market Reforms.
Response:
Target Funds: Other than the requirement to file Form N-CR in certain circumstances, the Target Funds are not currently required to comply with the Money Market Reforms. With respect to the Money Market Reforms having a compliance date of April 14, 2016, the Target Funds anticipate that they will be fully compliant with these reforms by this date and that this will not require any material changes to the management of the Target Funds’ portfolios. If the shareholders do not approve the Reorganizations, the Target Funds will evaluate how to comply with the remaining Money Market Reforms before October 14, 2016.
Acquiring Fund: The Acquiring Fund invests principally in a broad range of U.S. dollar-denominated money market instruments, including government, U.S. and foreign bank, and commercial obligations and repurchase agreements. By October 14, 2016, in accordance with Money Market Reforms, the Acquiring Fund will be subject to a floating net asset value and will be subject to provisions that allow the Acquiring Fund’s Board of Trustees to implement liquidity fees and/or redemption gates under certain circumstances. The prospectuses and Statement of Additional Information of the Acquiring Fund (contained in the Registration Statement on Form N-1A) will be supplemented in the future to reflect such changes and will be provided to shareholders of the Combined Fund.
Questions and Answers
Comment 1: In the response to the question “What happens if the Reorganization is not approved?”, please provide examples of alternatives to the Reorganization that the Target Board may consider if the Reorganization is not approved by shareholders.
Response: The following language has been added to the response to the question “What happens if the Reorganization is not approved?” (bold, underline formatting indicates additional language).
“If the Reorganization is not approved by shareholders of the Target Funds, and/or if any other Parallel Reorganization is not approved, the Reorganization may not occur, and the Target Board will consider other alternatives for the Target Fund, which alternatives may include the liquidation of the Target Fund.”
Comment 2: In the response to the question “What happens if the Reorganization is not approved?”, consider adding disclosure that clarifies the circumstances in which the Target Board and
Acquiring Board may still proceed with the Reorganization if any of the other Parallel Reorganizations do not occur. Consider adding similar disclosure to other sections of the Registration Statement that discuss the circumstances of the Parallel Reorganizations.
Response: The following language has been added to the response to the question “What happens if the Reorganization is not approved?”. Similar language has also been added to other sections of the Registration Statement that discuss the circumstances of the Parallel Reorganizations.
“If any of the Parallel Reorganizations is not approved by the requisite shareholder vote, then the Reorganization may not be completed. In the event a Parallel Reorganization is not approved, BofA® Global Capital Management Group, LLC and BlackRock will consider the facts and circumstances that exist at the time of closing of the Reorganization and determine whether the Reorganization will still occur. If the Reorganization does not occur as contemplated in this Combined Prospectus/Proxy Statement, BofA will promptly notify shareholders of the Target Fund as to the status of the transaction. In such circumstances, the Target Board will examine alternatives to the Reorganization in light of the best interests of shareholders.”
Comment 3: In the response to the question “As a shareholder of the Target Fund, will I be able to retain checking account redemption privileges?”, considering adding disclosure that clarifies the circumstances in which shareholders of the Combined Fund may still partially or fully redeem shares, notwithstanding that the Combined Fund will not have checking account redemption privileges.
Response: The following language has been added to the response to the question “As a shareholder of the Target Fund, will I be able to retain checking account redemption privileges?” (bold, underline formatting indicates additional language).
“No. Shareholders of Capital Class Shares, Institutional Capital Shares, Trust Class Shares, Investor Class Shares, Investor II Class Shares and Daily Class Shares of the Target Fund may establish a checking account using the BofA Funds’ free checkwriting service. Each check written must be for a minimum of $250. Target Fund shareholders may only use checks to make partial redemptions; a check may not be used to make a full redemption of the shares held in the Target Fund. Shareholders of the Combined Fund will not be able to use checkwriting to redeem shares after the Reorganization because the Acquiring Fund does not offer such checkwriting privileges to its shareholders. However, shareholders of the Combined Fund will be able to submit redemption orders in respect of some or all of their Shares in the Combined Fund pursuant to the Combined Fund’s redemption policies.
Summary—Fees and Expenses
Comment 1: Please include the full name of the Acquiring Fund in the columns that show Pro Forma information.
Response: The full name of the Acquiring Fund (TempFund) has been included in all columns that show Pro Forma information in the Amendment.
Comment 2: Please include a clarifying statement that the figures in the Pro Forma columns reflect the fees and expenses of the Combined Fund assuming that both Reorganizations take place.
Response: The following footnote has been added at the end of each column that shows Pro Forma fees and expenses in the Amendment: “Reflects Combined Fund Annual Fund Operating Expenses assuming both Reorganizations have occurred.”
Comment 3: Please revise the relevant expense examples relating to the reorganization of the Adviser Class shares of the Money Market Reserves Target Fund into the Dollar Shares of TempFund, to reflect expenses as of 10/31/15.
Response: The expense examples relating to the reorganization of the Adviser Class shares of the Money Market Reserves Target Fund into the Dollar Shares of TempFund, have been revised in the Amendment as follows to reflect expenses as of 10/31/15:
| One Year | Three Years | Five Years | Ten Years | |||||||||||||
BofA Money Market Reserves (Target Fund) Adviser Class Shares | $ | 46 | $ | 158 | $ | 279 | $ | 635 | ||||||||
TempFund (Acquiring Fund) Dollar Shares | $ | 44 | $ | 140 | $ | 246 | $ | 554 | ||||||||
TempFund (Pro Forma Combined Fund) Dollar Shares | $ | 44 | $ | 140 | $ | 246 | $ | 554 | ||||||||
Comment 4: Please revise the relevant expense examples relating to the reorganization of the Capital Class shares of the Money Market Reserves Target Fund into the Institutional Shares of TempFund, to reflect expenses as of 10/31/15, or confirm that such expense examples accurately reflect expenses as of 10/31/15.
Response: We confirm that the expense examples relating to the reorganization of the Capital Class shares of the Money Market Reserves Target Fund into the Institutional Shares of TempFund, accurately reflect expenses as of 10/31/15. Accordingly, no changes have been made in the Amendment.
Other Information—Capitalization
Comment: The figures in the Pro Forma columns should be revised to reflect the capitalization of the Combined Fund assuming that both Reorganizations take place. Please also include a clarifying statement to such effect.
Response: The figures in the Pro Forma columns in the Amendment have been revised to reflect the capitalization of the Combined Fund assuming that both Reorganizations take place. The following explanatory sentence has been added as the last sentence to the full paragraph under the section header “Capitalization”: “The figures in the column showing Pro Forma Capitalization reflects Combined Fund Share Class Capitalization assuming both Reorganizations have occurred.”
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 |
| cc: | Benjamin Archibald |
John A. MacKinnon