BlackRock Liquidity Funds - FedFund (BUPXX)
Filed: 29 Oct 21, 12:00am
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October 29, 2021
VIA EDGAR
Mr. John Grzeskiewicz
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Post-Effective Amendment No. 132 to the Registration Statement on Form N-1A of BlackRock Liquidity Funds (the “Trust”) on behalf of its series, BlackRock Liquid Federal Trust Fund and TempFund (File Nos. 2-47015 and 811-2354) |
Dear Mr. Grzeskiewicz:
On behalf of the Trust, 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”), Post-Effective Amendment No. 132 (the “Amendment”) to the Trust’s Registration Statement on Form N-1A (the “Registration Statement”) on behalf of BlackRock Liquid Federal Trust Fund and TempFund (each a “Fund” and collectively, the “Funds”).
The Amendment is being filed pursuant to Rule 485(b) under the Securities Act and it is proposed that the Amendment become effective on October 29, 2021.
The Amendment is being filed for the purpose of (i) completing the information required to be provided in the Registration Statement and (ii) making certain other non-material changes which the Funds deemed appropriate.
The Amendment also includes interactive data format risk/return summary information in Inline XBRL that mirrors the risk/return summary information in the Amendment.
We have reviewed the Amendment and represent to the Securities and Exchange Commission that, to our knowledge, such Amendment does not contain disclosure that would render it ineligible to become effective pursuant to Rule 485(b).
The Amendment also contains the Trust’s responses to the telephonic comments provided by Mr. John Grzeskiewicz of the staff (the “Staff”) of the Securities and Exchange Commission
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.
October 29, 2021
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(the “Commission”) on September 29, 2021 regarding the Trust’s Post-Effective Amendment No. 131 to its Registration Statement filed with the Commission on August 16, 2021 pursuant to Rule 485(a) under the Securities Act. 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 Trust. The Trust’s responses to the Staff’s comments are set out immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.
Prospectus
Comment 1: Please provide the completed fee table and expense examples for Bancroft Capital Shares, Cabrera Capital Markets Shares and Mischler Financial Group Shares as applicable to each Fund a week prior to the effectiveness of the Funds’ registration statement.
Response: The completed fee table and expense examples for the Funds’ Bancroft Capital Shares, Cabrera Capital Markets Shares and Mischler Financial Group Shares (as applicable) were provided supplementally to the Staff on October 22, 2021.
Comment 2: The Staff notes that each Fund’s principal risks are listed in alphabetical order. Please re-order the principal risks to prioritize the risks that are most likely to adversely affect each Fund’s net asset value, yield and total return.
Response: The Trust has considered the Staff’s comment and has determined to keep the order of the risk factors in alphabetical order. The Trust also notes that it has included the following disclosure in the sections of the Funds’ Bancroft Capital Shares, Cabrera Capital Markets Shares and Mischler Financial Group Shares prospectuses (as applicable) entitled “Fund Overview—Key Facts about [Name of Fund]—Principal Risks of Investing in the Fund” and “Details About the Fund—Investment Risks”:
“The order of the below risk factors does not indicate the significance of any particular risk factor.”
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October 29, 2021
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Please do not hesitate to contact me at (212) 839-5511 if you have comments or if you require additional information regarding the Trust’s Registration Statement.
| Respectfully submitted, |
| /s/ Douglas E. McCormack |
| Douglas E. McCormack |
cc: Tricia Meyer
John A. MacKinnon
Jesse C. Kean