July 23, 2018
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Managed Account Series II |
Pre-Effective Amendment No. 1
Securities Act File No. 333-224372
Dear Commissioners:
Pursuant to Rule 461 under the Securities Act of 1933, Managed Account Series II (the “Registrant”) requests acceleration of the effective date of Pre-Effective Amendment No. 1 to its Registration Statement on Form N-1A (File No. 333-224372) (the “Amendment”) so that the Amendment is declared effective on July 24, 2018, or as soon as practicable thereafter. BlackRock Investments, LLC, the principal distributor of the Registrant, hereby joins in its request for acceleration of the effectiveness of the Amendment.
If this request is granted, we respectfully request that we be notified by telephone at the time of effectiveness, and that such effectiveness also be confirmed in writing. Please call Elliot J. Gluck of Willkie Farr & Gallagher LLP at (212) 728-8138 or Bissie K. Bonner of Willkie Farr & Gallagher LLP at (212) 728-8955.
The Registrant hereby acknowledges that, if the Securities and Exchange Commission (the “Commission”) (or its staff, acting pursuant to delegated authority), declares the filing effective, such action:
| (i) | does not foreclose the Commission from taking any action with respect to the filing; |
| (ii) | does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| (iii) | may not be asserted by the Registrant as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
July 23, 2018
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| Very truly yours, | ||
| Managed Account Series II | ||
| By: | /s/ Benjamin Archibald | |
| Name: Benjamin Archibald | ||
| Title: Secretary | ||
| BlackRock Investments, LLC | ||
| By: | /s/ Jonathan Diorio | |
| Name: Jonathan Diorio | ||
| Title: Managing Director | ||
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