SEC Company Response from BlackRock Funds III (CIK 0000893818) — Aug 30, 2004
BlackRock Funds III (CIK 0000893818)
Date: Aug. 30, 2004 · CIK: 0000893818 · Accession: 0001193125-04-149150
AI Filing Summary & Sentiment
File numbers found in text: 333-54126, 811-7332
Letter
Via EDGAR Correspondence 450 Fifth Street, N.W. Washington, D.C. 20549 – 0505 Re: Barclays Global Investors Funds File Nos. 333-54126; 811-7332
Dear Mr. O’Connell:
We are writing to respond to the comments that you relayed to us in connection with the registration statement on Form N-1A (“Form N-1A”), filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2004 on behalf of the above-referenced registered investment company (“Registrant”). Registrant consists of twelve series, including Government Money Market Fund and Treasury Money Market Fund (each a “Fund” and together the “Funds”) which are the subject of your comments and this letter. Your comments have been summarized below, each of which is followed by our response.
Prospectus
Comment 1
The registration statement is not signed by Master Investment Portfolio.
Response 1
The signature page for Master Investment Portfolio will be included in a 482(a) filing to be filed on August 30, 2004.
MORRISON & FOERSTER LLP
Mr. O’Connell
August 30, 2004
Page Two
Comment 2
Please indicate in the financial statements that the corresponding Master Investment Portfolios have not yet commenced operations.
Response 2
The financial statements have been modified as requested.
Comment 3
Please move the discussion regarding the ability of a Fund to withdraw from a Master Investment Portfolio from the SAI to the prospectuses or duplicate this language in the prospectuses.
Response 3
The Registrant respectfully believes that the existing language in the prospectuses meets all requirements of Form N-1A. In a conversation we had this morning, you agreed that no modification would be required and this comment was withdrawn.
Comment 4
Please insert disclosure that the principal investment strategies for the Government Money Market Fund and the Treasury Money Market Fund meet the 80% threshold requirement under Rule 35d-1.
Response 4
Language has been inserted in the prospectuses as requested.
Comment 5
Please delete the 5- and 10-year period expense examples, as these examples are not required for new funds.
Response 5
The 5- and 10-year period expense examples have been deleted as requested.
MORRISON & FOERSTER LLP
Mr. O’Connell
August 30, 2004
Page Three
Comment 6
On page 6 of each prospectus, please disclose whether the 0.02% administration fee payable to BGI includes administration fees paid by the Master Investment Portfolio, or whether any additional administration fees are charged at the Master Portfolio level and not at the Feeder Fund level.
Response 6
Disclosure has been inserted that no additional administration fees are charged at the Master Portfolio level.
Comment 7
On page 7 of each prospectus, please disclose whether there are any limitations on exchange privileges (i.e., may shareholders switch share classes).
Response 7
Disclosure has been inserted describing the limitations on exchange privileges, as requested.
Statement of Additional Information
Comment 8
Please clarify non-fundamental investment policy 5 in the SAI, which refers to a 90% investment policy and investment in “securities comprising the index that the Fund tracks.” This investment policy appears non-applicable.
Response 8
Non-fundamental investment policy 5 has been amended, and investment policy 6 has been added, to reflect the non-fundamental investment policies of the Government Money Market Fund and the Treasury Money Market Fund to invest 80% and 100%, respectively, of each Fund’s assets in the securities described in each Fund’s principal investment strategies. The references to which you refer have been deleted.
Comment 9
In the “Master-Feeder Structure” section, the 30-day notice provision seems to conflict with the 60-day notice provision of Rule 35d-i.
MORRISON & FOERSTER LLP
Mr. O’Connell
August 30, 2004
Page Four
Response 9
The “Master/Feeder Structure” section has been amended to eliminate reference to a 30-day notice provision.
Comment 10
Please provide requested “Tandy” language with the submission of a response letter.
Response 10
The Funds accept responsibility for the adequacy and accuracy of the disclosure in the BGIF registration statement filing that is the subject of this letter. The Funds acknowledge that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to this filing. The Funds further acknowledge that they may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We hope that these responses adequately address your concerns. Should you have any further questions or comments, please do not hesitate to contact me at (202) 887-1536.
Very truly yours,
/s/ Barry I. Pershkow
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CORRESP 1 dcorresp.htm SEC COMMENT RESPONSE LETTER SEC Comment Response Letter MORRISON & FOERSTER LLP [LETTERHEAD] Writer’s Direct Contact 202/887-1536 BPershkow@mofo.com August 30, 2004 Via EDGAR Correspondence Keith O’Connell U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 – 0505 Re: Barclays Global Investors Funds File Nos. 333-54126; 811-7332 Dear Mr. O’Connell: We are writing to respond to the comments that you relayed to us in connection with the registration statement on Form N-1A (“Form N-1A”), filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2004 on behalf of the above-referenced registered investment company (“Registrant”). Registrant consists of twelve series, including Government Money Market Fund and Treasury Money Market Fund (each a “Fund” and together the “Funds”) which are the subject of your comments and this letter. Your comments have been summarized below, each of which is followed by our response. Prospectus Comment 1 The registration statement is not signed by Master Investment Portfolio. Response 1 The signature page for Master Investment Portfolio will be included in a 482(a) filing to be filed on August 30, 2004. MORRISON & FOERSTER LLP Mr. O’Connell August 30, 2004 Page Two Comment 2 Please indicate in the financial statements that the corresponding Master Investment Portfolios have not yet commenced operations. Response 2 The financial statements have been modified as requested. Comment 3 Please move the discussion regarding the ability of a Fund to withdraw from a Master Investment Portfolio from the SAI to the prospectuses or duplicate this language in the prospectuses. Response 3 The Registrant respectfully believes that the existing language in the prospectuses meets all requirements of Form N-1A. In a conversation we had this morning, you agreed that no modification would be required and this comment was withdrawn. Comment 4 Please insert disclosure that the principal investment strategies for the Government Money Market Fund and the Treasury Money Market Fund meet the 80% threshold requirement under Rule 35d-1. Response 4 Language has been inserted in the prospectuses as requested. Comment 5 Please delete the 5- and 10-year period expense examples, as these examples are not required for new funds. Response 5 The 5- and 10-year period expense examples have been deleted as requested. MORRISON & FOERSTER LLP Mr. O’Connell August 30, 2004 Page Three Comment 6 On page 6 of each prospectus, please disclose whether the 0.02% administration fee payable to BGI includes administration fees paid by the Master Investment Portfolio, or whether any additional administration fees are charged at the Master Portfolio level and not at the Feeder Fund level. Response 6 Disclosure has been inserted that no additional administration fees are charged at the Master Portfolio level. Comment 7 On page 7 of each prospectus, please disclose whether there are any limitations on exchange privileges (i.e., may shareholders switch share classes). Response 7 Disclosure has been inserted describing the limitations on exchange privileges, as requested. Statement of Additional Information Comment 8 Please clarify non-fundamental investment policy 5 in the SAI, which refers to a 90% investment policy and investment in “securities comprising the index that the Fund tracks.” This investment policy appears non-applicable. Response 8 Non-fundamental investment policy 5 has been amended, and investment policy 6 has been added, to reflect the non-fundamental investment policies of the Government Money Market Fund and the Treasury Money Market Fund to invest 80% and 100%, respectively, of each Fund’s assets in the securities described in each Fund’s principal investment strategies. The references to which you refer have been deleted. Comment 9 In the “Master-Feeder Structure” section, the 30-day notice provision seems to conflict with the 60-day notice provision of Rule 35d-i. MORRISON & FOERSTER LLP Mr. O’Connell August 30, 2004 Page Four Response 9 The “Master/Feeder Structure” section has been amended to eliminate reference to a 30-day notice provision. Comment 10 Please provide requested “Tandy” language with the submission of a response letter. Response 10 The Funds accept responsibility for the adequacy and accuracy of the disclosure in the BGIF registration statement filing that is the subject of this letter. The Funds acknowledge that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to this filing. The Funds further acknowledge that they may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We hope that these responses adequately address your concerns. Should you have any further questions or comments, please do not hesitate to contact me at (202) 887-1536. Very truly yours, /s/ Barry I. Pershkow Barry I. Pershkow