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SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX
AMERICA • ASIA PACIFIC • EUROPE |
January 23, 2023
VIA EDGAR
Ms. Deborah O’Neal
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Post-Effective Amendment No. 147 to the Registration Statement on Form N-1A of BlackRock Liquidity Funds (the “Trust”) on behalf of its series, TempCash (File Nos. 2-47015 and 811-2354) |
Dear Ms. O’Neal:
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. 147 (the “Amendment”) to the Trust’s Registration Statement on Form N-1A (the “Registration Statement”) on behalf of TempCash (the “Fund”).
The Amendment is being filed pursuant to Rule 485(b) under the Securities Act and it is proposed that the Amendment become effective on January 23, 2023.
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 Fund 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 comments provided by Ms. Deborah O’Neal of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on January 3, 2023 regarding the Trust’s Post-Effective Amendment No. 146 to its Registration Statement filed with the Commission on November 18, 2022 pursuant to Rule
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.
January 23, 2023
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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 example for the Fund’s Great Pacific Shares a week prior to the effectiveness of the Fund’s registration statement.
Response: The completed fee table and expense example for the Fund’s Great Pacific Shares were provided supplementally to the Staff on January 13, 2023.
Comment 2: In the fee table relating to Great Pacific Shares of the Fund, a footnote explains that BlackRock Advisors, LLC, as investment manager, has contractually agreed to waive fees and/or reimburse ordinary operating expenses in order to keep combined Management Fees and Miscellaneous/Other Expenses (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) from exceeding a certain amount. Please discuss in correspondence whether any waivers or reimbursements pursuant to this contractual agreement can be recouped by BlackRock Advisors, LLC in subsequent periods.
Response: BlackRock Advisors, LLC may not “recoup” any waivers or reimbursements under this contractual agreement.
Comment 3: With respect to the fee table relating to Great Pacific Shares of the Fund, please confirm whether the Acquired Fund Fees and Expenses exceed 0.01% and would thereby be required to be disclosed under an additional sub-caption in the fee table pursuant to instructions to Form N-1A.
Response: The Trust confirms that Acquired Fund Fees and Expenses do not exceed 0.01% and therefore the Fund is not required to disclose such fees under an additional sub-caption in the Fund’s fee table.
Comment 4: The Staff notes that the 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 the Fund.
Response: The Trust has considered the Staff’s comment and has determined to keep the order of the risk factors in alphabetical order. However, the Trust is strongly considering re-ordering the principal risks to prioritize risks that, in its opinion, are most likely to adversely affect the Fund at the Fund’s next annual registration statement update. The Trust also notes that it has included the following disclosure in the sections of the Fund’s Great Pacific Shares prospectus entitled “Fund Overview—Key Facts About TempCash—Principal Risks of Investing in the Fund” and “Details About the Fund—Investment Risks”:
January 23, 2023
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“The order of the below risk factors does not indicate the significance of any particular risk factor.”
Comment 5: The Staff notes the section entitled “Account Information—Valuation of Fund Investments and Price of Fund Shares” contains a footnote stating the dates that SIFMA recommends an early close for the bond markets and dates that the NYSE will close early. Please consider updating the dates contained in such footnote.
Response: The Trust has revised the footnote in this section to read as follows:
“SIFMA currently recommends an early close for the bond markets on the following dates: April 7, May 26, July 3, November 24, December 22 and December 29, 2023. The NYSE will close early on July 3 and November 24, 2023.”
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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 | |
| Jesse C. Kean |