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787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
August 4, 2023
Mr. David Manion
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | Annual Reports of the Funds Listed on Appendix A |
Dear Mr. Manion:
On behalf of the funds set forth in Appendix A (each, a “Fund” and collectively, the “Funds”), this letter responds to comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the undersigned and Eli Schwartz of Willkie Farr & Gallagher LLP by telephone on July 5, 2023 regarding the Annual Reports to Shareholders on Form N-CSR (each, an “Annual Report”) and the Annual Report for Registered Investment Companies on Form N-CEN (each, a “Form N-CEN” and together with the Annual Reports, the “Reports”) of each Fund for the fiscal year ended as of the date specified for such Fund in Appendix A.
For your convenience, the substance of the Staff’s comments has been restated below. We have discussed the Staff’s comments with representatives of the Funds. Each Fund’s joint or individual responses to each comment, as applicable, are set out immediately under the restated comment. Please note that we have not independently verified information provided by the Funds. Unless otherwise indicated, defined terms used herein have the meanings set forth in the relevant Report(s).
Comment No. 1: Please discuss generally the reason(s) for the amendments to Form N-CEN filed by certain Funds on May 4, 2023. For future amendments to Form N-CEN, please include the reason(s) for the amendment in a cover letter to the filing or an explanatory note in the filing.
Response: The aforementioned amendments to Form N-CEN were filed to update certain performance related information in Item C.3.ii and Item C.3.iii. The Funds will include the reason(s) for future amendments to Form N-CEN in a cover letter to the filing or in an explanatory note in the filing.
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Comment No. 2: BlackRock Enhanced Government Fund, Inc.’s portfolio turnover has increased significantly over the prior two fiscal years based on historic trends. Please discuss generally the factors that have led to this increase. For the Funds’ future shareholder reports, please consider discussing the impact of significant changes in portfolio turnover on the Fund’s performance in the Management’s Discussion of Financial Performance.
Response: Significant volatility in interest rates and fixed income markets more broadly during the last two fiscal years resulted in higher portfolio turnover within BlackRock Enhanced Government Fund, Inc. During the last two fiscal years, the Fund increased its mortgage-backed securities exposure to take advantage of mortgage valuations. The rise in mortgage-backed securities exposure combined with rolling of new “to-be-announced” contracts factored into the increase in portfolio turnover. The Funds will consider including a discussion of the impact of significant changes in portfolio turnover on a Fund’s performance in the Management’s Discussion of Financial Performance in future shareholder reports.
Comment No. 3: In response to Item C.7.n.i of BlackRock Inflation Protected Bond Portfolio’s Form N-CEN filed on March 13, 2023, the Fund responded affirmatively that it was excepted from Rule 18f-4 as a limited derivatives user. In addition, in response to Item C.7.n.ii, the Fund responded affirmatively that it was a leveraged/inverse fund excepted from the requirements to comply with limit on fund leverage in Rule 18f-4. The Staff notes that the Fund had reverse repurchase agreements open at December 31, 2022 that were greater than 10% of net assets and the average notional value of the Fund’s derivatives also exceeded 10% of net assets.
| (a) | How does the Fund meet the exception requirements under 18f-4 as a limited derivatives user give the volume of its derivatives at period end? |
| (b) | For the purposes of Rule 18f-4, are reverse repurchase agreements considered derivatives? |
| (c) | How does the Fund meet the requirements of an leveraged/inverse fund? |
| (d) | How does the Fund meet the exception to the requirements to limit fund leverage risk in Rule 18f-4(c)(5)? |
Response: The Fund notes that it filed an amended Form N-CEN on June 16, 2023 to correct the responses to Item C.7.n by removing the affirmative responses to Items C.7.n.i and C.7.n.ii and instead responding affirmatively to Items C.7.n.iii and C.7.n.vi. As indicated in the response to Item C.7.n.iii in the Fund’s amended Form N-CEN filing, the Fund did not treat reverse repurchase agreements or similar financing transactions as derivatives for purposes of Rule 18f-4 during the fiscal year covered by the Form N-CEN.
Comment No. 4: BlackRock Exchange Portfolio’s current policy is to retain long-term capital gains and pay excise tax at current federal tax rates, for which the Fund has accrued expenses. For future financial statements, please consider additional disclosure on how the estimate for this accrual is determined, including the rates and other items which are a part of this estimate.
Response: BlackRock will consider adding the requested disclosure regarding the estimates for the Fund’s accrued federal income taxes in future financial statements.
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Comment No. 5: For certain Funds (for example, BlackRock Global Allocation V.I. Fund, BlackRock Capital Allocation Term Trust and BlackRock ESG Capital Allocation Term Trust), the Staff would expect to see a “commitments and contingencies” line item in the Statement of Assets and Liabilities, even if there are none as of the date of the Statement. In addition, when Funds have equity commitments, they should disclose the nature and risks of such equity commitments in the Notes to Financial Statements, as required by ASC 820-10-50-6A. Please address these comments in future shareholder reports, as applicable.
Response: When applicable, BlackRock will add a “commitments and contingencies” line item to the Statements of Assets and Liabilities in future shareholder reports and include disclosure regarding the nature and risks of such equity commitments in the Notes to Financial Statements.
Comment No. 6: The Staff notes that the gross and net expense ratios for Class I and II shares of BlackRock Advantage Large Cap Core V.I. Fund increased as compared to the prior fiscal year, whereas the Fund’s Class III shares’ gross expense ratio decreased and its net expense ratio increased as compared to the prior fiscal year. Please explain the reasons for the increases and the reason why Class III shares’ gross expense ratio decreased while all other expense ratios increased.
Response: In 2022, BlackRock Advantage Large Cap Core V.I. Fund experienced a 60% decrease in average net assets which was primarily due to a 94% decrease in Class III assets. The reduction of assets resulted in an increase of fund level expenses, including the fund’s advisory fee due to its tiered breakpoint schedule, resulting in increased gross and net expense ratios for Class I and Class II shares of the Fund. The decrease in Class III shares’ gross expense ratio was due to a decrease in the asset-based, class-specific transfer agent fees for Class III. This amount was offset by the decrease in class-level expenses eligible to be waived, which resulted in an increase in the Class III shares’ net expense ratio as compared to the prior fiscal period.
Comment No. 7: For certain Funds that have fully consolidated subsidiaries for reporting purposes, the internal control reports of the Funds’ auditors filed with Form N-CEN do not refer to consolidated financial statements. For future internal control reports, when applicable, please include references to consolidated financial statements.
Response: We have discussed this comment with our independent auditors and have confirmed that references to consolidated financial statements will be included in future internal control reports for applicable Funds.
* * * * * * * * * *
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Please do not hesitate to contact me at (212) 728-8955 if you have comments or if you require additional information regarding the Reports.
Respectfully submitted,
/s/ Bissie K. Bonner
Bissie K. Bonner
| cc: | Jessica Holly, Esq. |
Bomi Lee, Esq.
Elliot J. Gluck, Esq.
Jesse Kean, Esq.
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Appendix A
| Funds | File No. | Fiscal Year-End of Report | ||
| BlackRock Liquidity Funds |
811-02354 | |||
| BlackRock Liquid Federal Trust Fund |
10/31/2022 | |||
| California Money Fund |
10/31/2022 | |||
| FedFund |
10/31/2022 | |||
| MuniCash |
10/31/2022 | |||
| New York Money Fund |
10/31/2022 | |||
| TempCash |
10/31/2022 | |||
| TempFund |
10/31/2022 | |||
| T-Fund |
10/31/2022 | |||
| Treasury Trust Fund |
10/31/2022 | |||
| BlackRock Sustainable Balanced Fund, Inc. |
811-02405 | 5/31/2022 | ||
| BlackRock Funds VII, Inc. |
811-02661 | 4/30/2022 | ||
| BlackRock Series Fund, Inc. |
811-03091 | |||
| BlackRock Advantage Large Cap Core Portfolio |
12/31/2022 | |||
| BlackRock Capital Appreciation Portfolio |
12/31/2022 | |||
| BlackRock Global Allocation Portfolio |
12/31/2022 | |||
| BlackRock Government Money Market Portfolio |
12/31/2022 | |||
| BlackRock Sustainable Balanced Portfolio |
12/31/2022 | |||
| BlackRock Variable Series Funds, Inc. |
811-03290 | |||
| BlackRock 60/40 Target Allocation ETF V.I. Fund |
12/31/2022 | |||
| BlackRock Advantage Large Cap Core V.I. Fund |
12/31/2022 | |||
| BlackRock Advantage Large Cap Value V.I. Fund |
12/31/2022 | |||
| BlackRock Advantage SMID Cap V.I. Fund |
12/31/2022 |
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| Funds | File No. | Fiscal Year-End of Report | ||
| BlackRock Basic Value V.I. Fund |
12/31/2022 | |||
| BlackRock Capital Appreciation V.I. Fund |
12/31/2022 | |||
| BlackRock Equity Dividend V.I. Fund |
12/31/2022 | |||
| BlackRock Global Allocation V.I. Fund |
12/31/2022 | |||
| BlackRock Government Money Market V.I. Fund |
12/31/2022 | |||
| BlackRock International Index V.I. Fund |
12/31/2022 | |||
| BlackRock International V.I. Fund |
12/31/2022 | |||
| BlackRock Large Cap Focus Growth V.I. Fund |
12/31/2022 | |||
| BlackRock Managed Volatility V.I. Fund |
12/31/2022 | |||
| BlackRock S&P 500 Index V.I. Fund |
12/31/2022 | |||
| BlackRock Small Cap Index V.I. Fund |
12/31/2022 | |||
| BlackRock Income Trust, Inc. |
811-05542 | 12/31/2022 | ||
| BlackRock Global Allocation Fund, Inc. |
811-05576 | 4/30/2022 | ||
| BlackRock Strategic Global Bond Fund, Inc. |
811-05603 | 12/31/2022 | ||
| BlackRock MuniVest Fund, Inc. |
811-05611 | 7/31/2022 | ||
| BlackRock Funds |
811-05742 | |||
| BlackRock Advantage Emerging Markets Fund |
4/30/2022 | |||
| BlackRock Commodity Strategies Fund |
5/31/2022 | |||
| BlackRock Defensive Advantage Emerging Markets Fund |
4/30/2022 | |||
| BlackRock Defensive Advantage International Fund |
4/30/2022 | |||
| BlackRock Defensive Advantage U.S. Fund |
4/30/2022 | |||
| BlackRock Exchange Portfolio |
12/31/2022 | |||
| BlackRock Global Equity Market Neutral Fund |
4/30/2022 | |||
| BlackRock Global Impact Fund |
4/30/2022 | |||
| BlackRock International Impact Fund |
4/30/2022 |
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| Funds | File No. | Fiscal Year-End of Report | ||
| BlackRock Real Estate Securities Fund |
1/31/2023 | |||
| BlackRock Short Obligations Fund |
7/31/2022 | |||
| BlackRock Sustainable Advantage Emerging Markets Equity Fund |
4/30/2022 | |||
| BlackRock Sustainable Advantage International Equity Fund |
4/30/2022 | |||
| BlackRock Tactical Opportunities Fund |
4/30/2022 | |||
| BlackRock Total Factor Fund |
7/31/2022 | |||
| BlackRock U.S. Impact Fund |
4/30/2022 | |||
| iShares Developed Real Estate Index Fund |
1/31/2023 | |||
| iShares Russell Mid-Cap Index Fund |
7/31/2022 | |||
| iShares Russell Small/Mid-Cap Index Fund |
7/31/2022 | |||
| iShares Total U.S. Stock Market Index Fund |
7/31/2022 | |||
| BlackRock Emerging Markets Fund, Inc. |
811-05723 | 4/30/2022 | ||
| BlackRock Latin America Fund, Inc. |
811-06349 | 4/30/2022 | ||
| BlackRock Funds III |
811-07332 | |||
| BlackRock LifePath ESG Index 2025 Fund |
10/31/2022 | |||
| BlackRock LifePath ESG Index 2030 Fund |
10/31/2022 | |||
| BlackRock LifePath ESG Index 2035 Fund |
10/31/2022 | |||
| BlackRock LifePath ESG Index 2040 Fund |
10/31/2022 | |||
| BlackRock LifePath ESG Index 2045 Fund |
10/31/2022 | |||
| BlackRock LifePath ESG Index 2050 Fund |
10/31/2022 | |||
| BlackRock LifePath ESG Index 2055 Fund |
10/31/2022 | |||
| BlackRock LifePath ESG Index 2060 Fund |
10/31/2022 | |||
| BlackRock LifePath ESG Index 2065 Fund |
10/31/2022 | |||
| BlackRock LifePath ESG Index Retirement Fund |
10/31/2022 | |||
| iShares U.S. Aggregate Bond Index Fund |
12/31/2022 |
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| Funds | File No. | Fiscal Year-End of Report | ||
| BlackRock MuniHoldings New York Quality Fund, Inc. |
811-08217 | 7/31/2022 | ||
| BlackRock Debt Strategies Fund, Inc. |
811-08603 | 12/31/2022 | ||
| BlackRock Core Bond Trust |
811-10543 | 12/31/2022 | ||
| BlackRock Virginia Municipal Bond Trust |
811-21053 | 7/31/2022 | ||
| BlackRock Municipal Income Trust II |
811-21126 | 7/31/2022 | ||
| BlackRock Municipal Income Quality Trust |
811-21178 | 7/31/2022 | ||
| BlackRock Corporate High Yield Fund, Inc. |
811-21318 | 12/31/2022 | ||
| BlackRock Limited Duration Income Trust |
811-21349 | 12/31/2022 | ||
| BlackRock Floating Rate Income Strategies Fund, Inc. |
811-21413 | 12/31/2022 | ||
| BlackRock Enhanced Capital and Income Fund, Inc. |
811-21506 | 12/31/2022 | ||
| BlackRock Floating Rate Income Trust |
811-21566 | 12/31/2022 | ||
| BlackRock Energy and Resources Trust |
811-21656 | 12/31/2022 | ||
| BlackRock Health Sciences Trust |
811-21702 | 12/31/2022 | ||
| BlackRock Enhanced Global Dividend Trust |
811-21729 | 12/31/2022 | ||
| BlackRock Unconstrained Equity Fund |
811-21759 | 10/31/2022 | ||
| BlackRock Enhanced Equity Dividend Trust |
811-21784 | 12/31/2022 | ||
| BlackRock Enhanced Government Fund, Inc. |
811-21793 | 12/31/2022 | ||
| BlackRock Credit Allocation Income Trust |
811-21972 | 12/31/2022 | ||
| BlackRock Enhanced International Dividend Trust |
811-22032 | 12/31/2022 | ||
| BlackRock Funds II |
811-22061 | |||
| BlackRock 20/80 Target Allocation Fund |
9/30/2022 | |||
| BlackRock 40/60 Target Allocation Fund |
9/30/2022 | |||
| BlackRock 60/40 Target Allocation Fund |
9/30/2022 | |||
| BlackRock 80/20 Target Allocation Fund |
9/30/2022 | |||
| BlackRock Dynamic High Income Portfolio |
7/31/2022 |
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| Funds | File No. | Fiscal Year-End of Report | ||
| BlackRock Multi-Asset Income Portfolio |
7/31/2022 | |||
| BlackRock Retirement Income 2030 Fund |
12/31/2022 | |||
| BlackRock Retirement Income 2040 Fund |
12/31/2022 | |||
| BlackRock Resources & Commodities Strategy Trust |
811-22501 | 12/31/2022 | ||
| BlackRock Utilities, Infrastructure & Power Opportunities Trust |
811-22606 | 12/31/2022 | ||
| BlackRock Multi-Sector Income Trust |
811-22774 | 10/31/2022 | ||
| BlackRock Science and Technology Trust |
811-22991 | 12/31/2022 | ||
| BlackRock Multi-Sector Opportunities Trust |
811-23285 | 12/31/2022 | ||
| BlackRock Variable Series Funds II, Inc. |
811-23346 | |||
| BlackRock High Yield V.I. Fund |
12/31/2022 | |||
| BlackRock Total Return V.I. Fund |
12/31/2022 | |||
| BlackRock Series Fund II, Inc. |
811-23345 | |||
| BlackRock High Yield Portfolio |
12/31/2022 | |||
| BlackRock Funds V |
811-23339 | |||
| BlackRock Floating Rate Income Portfolio |
8/31/2022 | |||
| BlackRock Inflation Protected Bond Portfolio |
12/31/2022 | |||
| BlackRock Multi-Sector Opportunities Trust II | 811-23357 | 12/31/2022 | ||
| BlackRock Science and Technology Term Trust (formerly, BlackRock Science and Technology Trust II) | 811-23428 | 12/31/2022 | ||
| BlackRock Health Sciences Term Trust (formerly, BlackRock Health Sciences Trust II) | 811-23466 | 12/31/2022 | ||
| BlackRock Capital Allocation Term Trust (formerly, BlackRock Capital Allocation Trust) | 811-23564 | 12/31/2022 | ||
| BlackRock Innovation and Growth Term Trust (formerly, BlackRock Innovation and Growth Trust) | 811-23625 | 12/31/2022 | ||
| BlackRock ESG Capital Allocation Term Trust (formerly, BlackRock ESG Capital Allocation Trust) | 811-23701 | 12/31/2022 |
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