SecProbe.io

CORRESP
1
filename1.htm

SEC SOX Response Letter

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 August 19, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Ms. Mindy Rotter

Re:
 BlackRock 2022 Global Income Opportunity Trust (File
No. 811-23218)

 BlackRock Advantage U.S. Total Market Fund, Inc. (File No. 811-02809)

 BlackRock Allocation Target Shares (File
No. 811-21457)

 BlackRock Asian Dragon Fund, Inc. (File
No. 811-02661)

 BlackRock Balanced Capital Fund, Inc. (File
No. 811-02405)

 BlackRock California Municipal Series Trust (File No. 811-04264)

 BlackRock Core Bond Trust (File
No. 811-10543)

 BlackRock Corporate High Yield Fund, Inc. (File
No. 811-21318)

 BlackRock Credit Allocation Income Trust (File
No. 811-21972)

 BlackRock Debt Strategies Fund, Inc. (File
No. 811-08603)

 BlackRock Emerging Markets Fund, Inc. (File
No. 811-05723)

 BlackRock Enhanced Government Fund, Inc. (File
No. 811-21793)

 BlackRock Financial Institutions Series Trust (File No. 811-03189)

 BlackRock Floating Rate Income Strategies Fund, Inc. (File No. 811-21413)

 BlackRock Floating Rate Income Trust (File
No. 811-21566)

 BlackRock FundsSM (File No. 811-05742)

 BlackRock Global Allocation Fund, Inc. (File
No. 811-05576)

 BlackRock Income Trust, Inc. (File
No. 811-05542)

 BlackRock Index Funds, Inc. (File
No. 811-07899)

 BlackRock Latin America Fund, Inc. (File
No. 811-06349)

 BlackRock Liquidity Funds (File
No. 811-02354)

 BlackRock Long-Horizon Equity Fund (File
No. 811-21759)

 BlackRock Limited Duration Income Trust (File
No. 811-21349)

 BlackRock Maryland Municipal Bond Trust (File
No. 811-21051)

 BlackRock Massachusetts Tax-Exempt
Trust (File No. 811-07660)

 BlackRock Mid Cap Dividend Series, Inc. (File No. 811-07177)

 BlackRock Multi-State Municipal Series Trust (File
No. 811-04375)

 BlackRock Multi-Sector Income Trust (File
No. 811-22774)

 BlackRock Municipal Bond Trust (File
No. 811-21036)

 BlackRock Municipal Income Investment Quality Trust (File No. 811-21180)

 BlackRock Municipal Income Quality Trust (File
No. 811-21178)

 BlackRock Municipal Income Trust II (File
No. 811-21126)

 BlackRock Municipal Series Trust (File
No. 811-04802)

 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.

 Securities and Exchange Commission

August 19, 2020

  Page
 2

 BlackRock MuniHoldings Investment Quality Fund (File
No. 811-08349)

 BlackRock MuniHoldings New York Quality Fund, Inc. (File No. 811-08217)

 BlackRock MuniVest Fund, Inc. (File
No. 811-05611)

 BlackRock New York Municipal Bond Trust (File
No. 811-21037)

 BlackRock New York Municipal Income Quality Trust (File No. 811-21179)

 BlackRock New York Municipal Income Trust II (File
No. 811-21124)

 BlackRock Series Fund II, Inc. (File
No. 811-23345)

 BlackRock Series Fund, Inc. (File
No. 811-03091)

 BlackRock Series, Inc. (File
No. 811-08797)

 BlackRock Strategic Global Bond Fund, Inc. (File No. 811-05603)

 BlackRock Variable Series Funds, Inc. (File
No. 811-03290)

 BlackRock Virginia Municipal Bond Trust (File
No. 811-21053)

 Funds For Institutions Series (File
No. 811-05149)

 Master Advantage U.S. Total Market LLC (File
No. 811-10095)

 Master Bond LLC (File
No. 811-21434)

 Master Institutional Money Market LLC (File
No. 811-10631)

 Master Large Cap Series LLC (File
No. 811-09739)

 Quantitative Master Series LLC (File
No. 811-07885)

 Ready Assets Government Liquidity Fund (File No. 811-02556)

Dear Ms. Rotter:

 On behalf of the funds listed in
Appendix A (each, a “Fund” and collectively, the “Funds”), this letter responds to the telephonic comments provided on June 30, 2020 by Ms. Mindy Rotter of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), regarding the annual report to shareholders (each, an “Annual Report” and collectively, the “Annual Reports”) of each Fund for the fiscal year ended as of the date specified for
such Fund in Appendix A.

 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 relevant Annual Report(s).

 Comment 1:    Please review and update EDGAR for those Funds that merged or liquidated and
change their status from active to inactive.

 Response:    BlackRock confirms that it will review and update EDGAR to
change the status of any Funds that have merged or liquidated from active to inactive.

 Comment 2:    With respect to:
BlackRock Advantage U.S. Total Market Fund, Inc.; BlackRock Asian Dragon Fund, Inc.; BATS: Series C Portfolio and BATS: Series P Portfolio, each a series of BlackRock Allocation Target Shares; BlackRock Advantage ESG U.S. Equity Fund (formerly known
as BlackRock

 2

 Securities and Exchange Commission

August 19, 2020

  Page
 3

Impact U.S. Equity Fund), BlackRock Advantage Emerging Markets Fund, BlackRock Exchange Portfolio, BlackRock Global Long/Short Equity Fund, iShares Edge MSCI Min Vol EAFE Index Fund, iShares Edge
MSCI Min Vol USA Index Fund, iShares Edge MSCI Multifactor Intl Index Fund and iShares Edge MSCI Multifactor USA Index Fund, each a series of BlackRock FundsSM; BlackRock Long-Horizon
Equity Fund; BlackRock Maryland Municipal Bond Trust; BlackRock Massachusetts Tax-Exempt Trust; BlackRock Mid Cap Dividend Fund, a series of BlackRock Mid Cap Dividend Series, Inc.; BlackRock Municipal Bond
Trust; BlackRock Municipal Income Investment Quality Trust; BlackRock Municipal Income Quality Trust; BlackRock Municipal Income Trust II; BlackRock MuniHoldings New York Quality Fund, Inc.; BlackRock New York Municipal Bond Trust; BlackRock New
York Municipal Income Quality Trust; BlackRock New York Municipal Income Trust II; BlackRock Balanced Capital Portfolio, a series of BlackRock Series Fund, Inc.; BlackRock International V.I. Fund and BlackRock Managed Volatility V.I. Fund, each a
series of BlackRock Variable Series Funds, Inc.; and BlackRock Virginia Municipal Bond Trust; please confirm that there are no components of other accrued expenses that should be separately classified on the Statements of Assets and Liabilities.

 Response:    The Funds confirm that all material related party amounts have been separately classified on the Statements
of Assets and Liabilities.

 Comment 3:    For certain Funds (including, for example, BlackRock Long-Horizon Equity Fund),
the Staff noted that there is a line item for other accrued expenses and a line item for other liabilities on the Statement of Assets and Liabilities. Please explain what distinguishes these two line items.

Response:    The above-referenced line items are distinguishable because “Other accrued expenses” are individually
immaterial liability amounts for recurring operational activities, while “Other liabilities” are individually immaterial liability amounts for non-recurring activities. Going forward, the Funds
intend to combine these amounts in the financial statements.

 Comment 4:    With respect to: BATS: Series A Portfolio, a
series of BlackRock Allocation Target Shares; iShares Short-Term TIPS Bond Index Fund, a series of BlackRock FundsSM; and Master Total Return Portfolio, a series of Master Bond LLC;
miscellaneous expenses appear to exceed five percent of total expenses. Please confirm that any categories of other expenses have been separately classified pursuant to Rule 6-07 of Regulation S-X.

 Response:    The Funds confirm that there were no other expense items individually
exceeding five percent of total expenses that would require separate classification pursuant to Rule 6-07 of Regulation S-X.

Comment 5:    For the Funds that are money market funds (including, for example, BlackRock Wealth Liquid Environmentally Aware
Fund (formerly known as BlackRock Money Market Portfolio), a series of BlackRock FundsSM, and the ten Funds that are series of BlackRock Liquidity Funds), please consider expanding the
liquidity fee disclosure in the Notes to Financial Statements to include language that incorporates references to redemption gates.

 3

 Securities and Exchange Commission

August 19, 2020

  Page
 4

 Response:    The Funds respectfully submit that disclosure on redemption gates is
currently included in the Notes to Financial Statements for the applicable money market Funds, as reflected in the following language in the section entitled “1. Organization” : “The Board of [Trustees] of the [Trust] (the
“Board”) is permitted to impose a liquidity fee of up to 2% of the value of shares redeemed or temporarily restrict redemptions from [the Fund] for up to 10 business days during a 90 day period, in the event that the
Fund’s weekly liquid assets fall below certain thresholds” (emphasis added).

 Comment 6:    With respect to
Premier Shares of California Money Fund and MuniFund, each a series of BlackRock Liquidity Funds, the Staff noted that the total expenses disclosed in the Financial Statements do not agree with the disclosure in the current prospectus. Please
explain the difference.

 Response:    In the current prospectus fee tables for each of the above-mentioned Funds, the total
annual fund operating expense amounts reflect an allocation of Fund-level “Miscellaneous Other Expenses” to each share class using a uniform basis point allocation method. The BlackRock Liquidity Funds do not have share class specific
expenses (except 12b-1/Shareholder Servicing Fees). Each day, every share class is allocated the same basis point amount of “Miscellaneous Other Expenses”. The financial statements allocate
“Miscellaneous Other Expenses” based upon actual average net asset amounts for the period. For the above-mentioned share classes, the net expense ratios in the prospectus fee table agree to the net expense ratios in the financial
statements. The gross expense ratios are slightly different due to asset fluctuation amongst the share classes during the period.

 Comment
7:    With respect to the Cash Reserve Shares of Federal Trust Fund and TempFund and the Dollar Shares of Treasury Trust Fund, each a series of BlackRock Liquidity Funds, and the Class I and Class III Shares of
BlackRock Equity Dividend V.I. Fund, a series of BlackRock Variable Series Funds, Inc., the Staff noted that the total expenses after fees waived and/or reimbursed and paid indirectly disclosed in the Financial Statements do not agree with the
disclosure in the current prospectuses. Please explain the difference in the correspondence response.

 Response:    With
respect to Cash Reserve Shares of Federal Trust Fund and TempFund and the Dollar Shares of Treasury Trust Fund, this difference is due to the fact that the prospectus fee table only shows contractual waivers and not voluntary waivers. With respect
to Class I and Class III Shares of BlackRock Equity Dividend V.I. Fund, this difference is due to rounding.

 Comment
8:    With respect to all applicable Funds, the affiliates table should include a roll-forward based upon value, not shares, as is currently disclosed. Please refer to footnote 1 in Rule
12-14 of Regulation S-X.

 Response:    The
Funds confirm that a roll-forward based upon value, not shares, will be shown in each applicable Fund’s affiliates table in reports going forward.

 4

 Securities and Exchange Commission

August 19, 2020

  Page
 5

 Comment 9:    The Staff noted that some of the Funds (for example, BlackRock
Strategic Global Bond Fund, Inc.) paid return of capital. Please confirm in correspondence that, going forward, a discussion of the affected Fund’s distribution policy when there has been a return of capital will be included in
management’s discussion of Fund performance. See Item 27(b)(7) of Form N-1A.

Response:    The Funds confirm that a discussion of each applicable open-end Fund’s
distribution policy when there has been a return of capital distribution during the period will be included in management’s discussion of Fund performance going forward.

Comment 10:    For all Funds that utilize a custom blended benchmark as their primary benchmark (for example, BlackRock Global
Allocation Fund, Inc. and BlackRock Total Factor Fund, a series of BlackRock FundsSM), please explain how such benchmark index has been deemed to be an appropriate broad-based securities
market index for the affected Funds. See Items 4(b)(2) and 27(b)(7) of Form N-1A. Specifically, include a description in correspondence on how the benchmark is administered by an organization that is not an
affiliated person of the Fund, its adviser or principal underwriter.

 Response:    Each Fund that uses a custom blended
benchmark submits that such blended benchmark is an appropriate broad-based securities index that reflects the flexible nature of the Fund’s multi-asset investment strategy. Each Fund believe that its blended benchmark more accurately reflects
the investment objective and strategies of the Fund than the benchmark’s individual components, which themselves are widely-recognized and broad-based securities indices that represent the asset classes within the Fund’s strategy. In
addition, each Fund notes that its blended benchmark is a percentage allocation of the components, as disclosed in its prospectus, and that no affiliated person of the Fund or its investment adviser or principal underwriter selects the securities in
the component indices. Therefore, each Fund submits that no affiliated person of the Fund or its investment adviser or principal underwriter “administers” its blended benchmark as set forth in Instruction 5 to Item 27(b)(7) of Form N-1A. The Funds also note that the performance of each component index is listed separately within the Performance Information section of each Fund’s prospectus, alongside the returns of the blended benchmark.

 Comment 11:    Please consider whether the expected discontinuation of the London Interbank Offered Rate
(“LIBOR”) is a principal risk for any applicable Fund. If you believe it is not, please explain why. Please tailor any such principal risk to describe how the expected discontinuation of LIBOR could affect the Fund’s investments,
including: (i) if the Fund will invest in instruments that pay interest at floating rates based on LIBOR that do not include a fallback provision that addresses how interest rates will be determined if LIBOR stops being published and how it
will affect the liquidity of these investments; and (ii) how the transition to any successor rate could impact the value of investments that reference LIBOR.

Response:    On August 5, 2020, the applicable Funds filed supplements to their prospectuses and/or Statements of Additional
Information to add disclosure on the expected discontinuation of LIBOR, and intend to include similar disclosure in their shareholder reports in the near future.

 5

 Securities and Exchange Commission

August 19, 2020

  Page
 6

 Comment 12:    Certain Funds had a significant percentage of their assets
invested in a particular sector at year end (for example, BlackRock Exchange Portfolio, a series of BlackRock FundsSM , and BlackRock Capital Appreciation Portfolio, a series of BlackRock
Series Fund, Inc., both held a significant percentage of their assets in the information technology sector), however the most recent prospectuses for those Funds do not include this type of sector risk disclosure. Sector risk should be included in
the prospectus if a Fund has a significant amount of its net assets invested in a single sector. If a Fund consistently focuses on a particular sector (for example, for a period of more