SEC Company Response from BlackRock ETF Trust II (CIK 0001804196) — Aug 4, 2025
BlackRock ETF Trust II (CIK 0001804196)
Date: Aug. 4, 2025 · CIK: 0001804196 · Accession: 0001193125-25-172457
AI Filing Summary & Sentiment
File numbers found in text: 333-287837
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Registration Statement on Form N-14 of BlackRock ETF Trust II (Securities Act File No. 333-287837)
Dear Messrs. Grzeskiewicz and Manion:
On behalf of BlackRock ETF Trust II (the “Registrant”), this letter responds to (i) the accounting 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 June 27, 2025 regarding the Registration Statement on Form N-14 filed by the Registrant on June 6, 2025 (the “Registration Statement”) relating to the proposed reorganization of BlackRock Securitized Income Fund (formerly known as BlackRock U.S. Mortgage Portfolio) (the “Target Fund”), a series of Managed Account Series II, into iShares Securitized Income Active ETF (the “Acquiring Fund”), a series of the Registrant, and (ii) the disclosure comments provided by the Staff to the undersigned by telephone on July 3, 2025 regarding the Registration Statement.
For the convenience of the Staff, the comments are set out below. 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 Registrant anticipates filing these changes in a Pre-Effective Amendment (the “Amendment”) to the Trust’s Registration Statement. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.
BRUSSELS CHICAGO DALLAS FRANKFURT HAMBURG HOUSTON LONDON LOS ANGELES
MILAN MUNICH NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Accounting Staff Comments
Comment No. 1:
Combined Prospectus/Information Statement. On page iii of the Combined Prospectus/Information Statement, please provide the hyperlink to the Annual Financial Statements relating to the Target Fund.
Response No. 1:
The requested hyperlink will be provided in the Amendment.
Comment No. 2:
Combined Prospectus/Information Statement – Fee Tables of the Target Fund and the Pro Forma Acquiring Fund. The Staff notes that the information provided in the fee table is as of October 31, 2024. Please update the fee table as of April 30, 2025.
Response No. 2:
The fee table will be updated as of April 30, 2025 in the Amendment.
Comment No. 3:
Statement of Additional Information – Financial Statements. Please provide the hyperlink to the Target Fund’s Annual Financial Statements for the fiscal year ended April 30, 2025.
Response No. 3:
The requested hyperlink will be provided in the Amendment.
Disclosure Staff Comments
Comment No. 4:
Please confirm when the Combined Prospectus/Information Statement will be mailed to investors. The Staff notes that if the Combined Prospectus/Information Statement is mailed prior to August 5, 2025, it should include the Fund’s current name and investment strategies, and explain future changes thereto.
Response No. 4:
The Fund confirms that the Combined Prospectus/Information Statement will not be mailed until after August 5, 2025.
* * * * * * * * *
Please do not hesitate to contact me at (212) 728-8510 if you have comments or if you require additional information regarding the Registration Statement.
Respectfully submitted,
/s/ Anthony Geron
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CORRESP 1 filename1.htm iShares Securitized Income Active ETF 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 August 4, 2025 VIA EDGAR John Grzeskiewicz, Esq. David Manion, CPA, CAIA Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Registration Statement on Form N-14 of BlackRock ETF Trust II (Securities Act File No. 333-287837) Dear Messrs. Grzeskiewicz and Manion: On behalf of BlackRock ETF Trust II (the “Registrant”), this letter responds to (i) the accounting 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 June 27, 2025 regarding the Registration Statement on Form N-14 filed by the Registrant on June 6, 2025 (the “Registration Statement”) relating to the proposed reorganization of BlackRock Securitized Income Fund (formerly known as BlackRock U.S. Mortgage Portfolio) (the “Target Fund”), a series of Managed Account Series II, into iShares Securitized Income Active ETF (the “Acquiring Fund”), a series of the Registrant, and (ii) the disclosure comments provided by the Staff to the undersigned by telephone on July 3, 2025 regarding the Registration Statement. For the convenience of the Staff, the comments are set out below. 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 Registrant anticipates filing these changes in a Pre-Effective Amendment (the “Amendment”) to the Trust’s Registration Statement. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement. BRUSSELS CHICAGO DALLAS FRANKFURT HAMBURG HOUSTON LONDON LOS ANGELES MILAN MUNICH NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON Accounting Staff Comments Comment No. 1: Combined Prospectus/Information Statement. On page iii of the Combined Prospectus/Information Statement, please provide the hyperlink to the Annual Financial Statements relating to the Target Fund. Response No. 1: The requested hyperlink will be provided in the Amendment. Comment No. 2: Combined Prospectus/Information Statement – Fee Tables of the Target Fund and the Pro Forma Acquiring Fund. The Staff notes that the information provided in the fee table is as of October 31, 2024. Please update the fee table as of April 30, 2025. Response No. 2: The fee table will be updated as of April 30, 2025 in the Amendment. Comment No. 3: Statement of Additional Information – Financial Statements. Please provide the hyperlink to the Target Fund’s Annual Financial Statements for the fiscal year ended April 30, 2025. Response No. 3: The requested hyperlink will be provided in the Amendment. Disclosure Staff Comments Comment No. 4: Please confirm when the Combined Prospectus/Information Statement will be mailed to investors. The Staff notes that if the Combined Prospectus/Information Statement is mailed prior to August 5, 2025, it should include the Fund’s current name and investment strategies, and explain future changes thereto. Response No. 4: The Fund confirms that the Combined Prospectus/Information Statement will not be mailed until after August 5, 2025. * * * * * * * * * Please do not hesitate to contact me at (212) 728-8510 if you have comments or if you require additional information regarding the Registration Statement. Respectfully submitted, /s/ Anthony Geron Anthony Geron cc: Jessica Holly, Esq., BlackRock, Inc. Colin Hill, Esq., BlackRock, Inc. Elliot J. Gluck, Esq., Willkie Farr & Gallagher LLP - 2 -