Correspondence 0001193125-23-169142 from BlackRock Funds V (CIK 0001738078)
BlackRock Funds V (CIK 0001738078)
Date: June 16, 2023 · CIK: 0001738078 · Accession: 0001193125-23-169142
AI Filing Summary & Sentiment
File numbers found in text: 333-271730
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: BlackRock Funds V Registration Statement on Form N-14 (Securities Act File No. 333-271730)
Dear Mr. Manion and Ms. O’Neal:
On behalf of BlackRock Funds V (the “Registrant”), 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 by telephone on May 24, 2023 and June 8, 2023, regarding the Registrant’s Registration Statement on Form N-14 (the “Registration Statement”) relating to the proposed reorganization (the “Reorganization”) of BlackRock Multi-Sector Opportunities Trust II (the “Target Fund”) into BlackRock Strategic Income Opportunities Portfolio, a series of the Registrant (the “Acquiring Fund”). The Reorganization would involve the transfer of all of the assets and certain stated liabilities of the Target Fund in exchange for Investor A shares of the Acquiring Fund.
The Staff’s comments are summarized below in italicized text. We have discussed the Staff’s comments with representatives of the Registrant. The Registrant’s responses to the Staff’s comments are set out immediately under the restated comment. Please note that we have not independently verified information provided by the Registrant. The Target Fund has reviewed this letter and has represented to the Registrant that any statements regarding the Target Fund are accurate. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.
Accounting Staff Comments
Comment No. 1:
Proxy Statement/Prospectus – Synopsis – Comparison of the Funds – Investment Advisory and Other Fees – Target Fund. In the penultimate paragraph of the
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
June 16, 2023
Page 2
above-referenced sub-section, please mention that the fee takes into account voluntary waivers.
Response No. 1:
The requested change has been made.
Comment No. 2:
Statement of Additional Information – Supplemental Financial Information. Please revise the last sentence of the above-referenced section to include that there are also no material differences in the Target Fund’s and Acquiring Fund’s taxation and valuation policies.
Response No. 2:
The requested change has been made.
Disclosure Staff Comment
Comment No. 3:
Q&A – How do the Funds’ Investment Objectives and Principal Investment Strategies Compare? and Proxy Statement/Prospectus – Synopsis – Comparison of the Funds – Investment Objectives and Principal Investment Strategies – Principal Investment Strategies. The Staff notes that certain principal investment strategies of the Funds are more similar than they are different. Please consider revising the above-referenced subsections to present more clearly the similarities and differences of the Funds.
Response No. 3:
The requested change has been made.
* * * * * * * * *
Please do not hesitate to contact me at (212) 728-8037 if you have comments or if you require additional information regarding the Registration Statement.
Respectfully submitted,
/s/ Stacey P. Ruiz
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BlackRock Funds V -- BlackRock Strategic Income Opportunities Portfolio
787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8000
Fax: 212
728 8111
June 16, 2023
VIA EDGAR
David Manion, Esq.
Deborah O’Neal, Esq.
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re:
BlackRock Funds V Registration Statement on Form N-14
(Securities Act File No. 333-271730)
Dear Mr. Manion and Ms. O’Neal:
On behalf of BlackRock Funds V (the “Registrant”), 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 by telephone on May 24, 2023 and June 8, 2023, regarding the Registrant’s Registration
Statement on Form N-14 (the “Registration Statement”) relating to the proposed reorganization (the “Reorganization”) of BlackRock Multi-Sector Opportunities Trust II (the “Target
Fund”) into BlackRock Strategic Income Opportunities Portfolio, a series of the Registrant (the “Acquiring Fund”). The Reorganization would involve the transfer of all of the assets and certain stated liabilities of the Target Fund in
exchange for Investor A shares of the Acquiring Fund.
The Staff’s comments are summarized below in italicized text.
We have discussed the Staff’s comments with representatives of the Registrant. The Registrant’s responses to the Staff’s comments are set out immediately under the restated comment. Please note that we have not independently verified
information provided by the Registrant. The Target Fund has reviewed this letter and has represented to the Registrant that any statements regarding the Target Fund are accurate. Unless otherwise indicated, defined terms used herein have the
meanings set forth in the Registration Statement.
Accounting Staff Comments
Comment No. 1:
Proxy Statement/Prospectus – Synopsis – Comparison of the Funds – Investment Advisory and Other Fees
– Target Fund. In the penultimate paragraph of the
BRUSSELS
CHICAGO FRANKFURT HOUSTON LONDON LOS
ANGELES MILAN
NEW YORK
PALO ALTO PARIS ROME SAN FRANCISCO
WASHINGTON
June 16, 2023
Page 2
above-referenced sub-section, please mention that the fee takes into account
voluntary waivers.
Response No. 1:
The requested change has been made.
Comment No. 2:
Statement of Additional Information – Supplemental Financial Information. Please revise the last sentence of the
above-referenced section to include that there are also no material differences in the Target Fund’s and Acquiring Fund’s taxation and valuation policies.
Response No. 2:
The requested change has been made.
Disclosure Staff Comment
Comment No. 3:
Q&A – How do the Funds’ Investment Objectives and Principal Investment Strategies Compare? and Proxy
Statement/Prospectus – Synopsis – Comparison of the Funds – Investment Objectives and Principal Investment Strategies – Principal Investment Strategies. The Staff notes that certain principal investment strategies of the Funds
are more similar than they are different. Please consider revising the above-referenced subsections to present more clearly the similarities and differences of the Funds.
Response No. 3:
The requested change has been made.
* * * * * * * * *
Please do not hesitate to contact me at (212) 728-8037 if you have comments or if you require
additional information regarding the Registration Statement.
Respectfully submitted,
/s/ Stacey P. Ruiz
Stacey P. Ruiz
cc:
Janey Ahn, Esq., BlackRock Inc.
Bomi Lee, Esq., BlackRock, Inc.
Elliot J. Gluck, Esq., Willkie Farr & Gallagher LLP
Christine Sun, Esq., Willkie Farr & Gallagher LLP