(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

June 16, 2011

Dear Shareholder:

A joint annual meeting of the BlackRock Closed-End Funds listed in Appendix A to the enclosed joint proxy statement (each, a “Fund”) will be held at the offices of BlackRock Advisors, LLC (the “Advisor”), Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, NY 10055, on Thursday, July 28, 2011, at 10:30 a.m. (Eastern time), to consider and vote on the proposal discussed in the enclosed joint proxy statement.

The purpose of the meeting is to seek shareholder approval of the eleven nominees named in the enclosed joint proxy statement to the Boards of Directors or Trustees (each, a “Board,” the members of which are referred to as “Board Members”) of each Fund. Each Board has unanimously approved the eleven nominees named in the enclosed joint proxy statement on behalf of its Fund (the “Board Nominees”), subject to approval by the Fund's shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that they are experienced in overseeing investment companies and are familiar with the Funds and their investment advisers and that their election is in your best interests.

The Board Members responsible for your Fund recommend that you vote “FOR” the Board Nominees for your Fund. In connection with your vote, we urge you to read the full text of the enclosed joint proxy statement.

Your vote is important. If you are a record holder of a Fund’s shares and plan to attend the meeting in person, in order to gain admission you must show photographic identification, such as your driver's license. If you hold your shares of a Fund through a bank, broker or other custodian, and plan to attend the meeting in person, in order to gain admission you must show photo identification, such as your driver’s license, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or broker's statement indicating ownership as of a recent date. If you hold your common or preferred shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the annual meeting. Even if you plan to attend the meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

You have received this joint proxy statement because you were a shareholder of record of at least one of the Funds listed in Appendix A on May 31, 2011. Certain other BlackRock Closed-End Funds not listed in Appendix A will also hold their annual meetings at the place and on the date stated above, but at a different time. If you were also a shareholder of record on May 31, 2011 of one or more of those other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds. Please be certain to vote by telephone or via the Internet with respect to each Fund in which you are a shareholder of record or sign, date and return each proxy card you receive from us. If you have any questions about the proposal to be voted on, please call Georgeson Inc., the firm assisting us in the solicitation of proxies, at 1-800-248-7690.

Sincerely,

Ira P. Shapiro
Secretary of the Funds

BlackRock Closed-End Funds
100 Bellevue Parkway, Wilmington, DE 19809
(800) 441-7762

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IMPORTANT INFORMATION
FOR FUND SHAREHOLDERS

     While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.

Questions and Answers

Q:	Why am I receiving the joint proxy statement?
A:	Each Fund is required to hold an annual meeting of shareholders for the election of Board Members. This joint proxy statement describes a proposal to approve the nominees to the Board of the Fund(s) in which you own shares and provides you with other information relating to the meeting. The enclosed proxy card(s) indicate the Fund(s) in which you own shares. The table on page 4 of the joint proxy statement identifies the Board Nominees for each Fund.
Q:	How do the Boards of the Funds recommend that I vote?
A:	The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that they are experienced in overseeing investment companies and are familiar with the Funds and their investment advisers. The Boards have approved the Board Nominees named in the joint proxy statement, believe their election is in your best interests and recommend that you vote “FOR” each Board Nominee.
Q:	How do I vote my shares?
A:	You can provide voting instructions by telephone, by calling the toll-free number on the proxy card(s) or Notice of Internet Availability of Proxy Materials, or by computer by going to the Internet address provided on the Notice of Internet Availability of Proxy Materials or proxy card(s) and following the instructions. Alternatively, if you received your proxy card(s) by mail, you can vote your shares by signing and dating the proxy card(s) and mailing it (them) in the enclosed postage-paid envelope.
	You may also attend the meeting and vote by ballot in person; however, even if you intend to do so, we encourage you to provide voting instructions by one of the methods discussed above.
	If you are a record holder of a Fund's shares and plan to attend the meeting in person, in order to gain admission you must show photographic identification, such as your driver's license.
	If you hold your shares of a Fund through a bank, broker or other custodian, and plan to attend the meeting in person, in order to gain admission you must show photo identification, such as your driver's license, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or broker's statement indicating ownership as of a recent date. If you hold your common or preferred shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the annual meeting.
Q:	Will my vote make a difference?
A:	Your vote is very important and can make a difference in the governance and management of the Funds, no matter how many shares you own. Your vote can help ensure that the Board Nominees will be elected. We encourage all shareholders to participate in the governance of their Funds.
Q:	Are the Funds paying for the cost of the joint proxy statement?
A:	The costs associated with the joint proxy statement, including the printing, distribution and the proxy solicitation costs, will be borne by the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement, also will be borne by the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can reasonably be attributed to one or more specific Funds.

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	The Funds and BlackRock, Inc. have retained Georgeson Inc. (“Georgeson”), 199 Water Street, 26th Floor, New York, New York, 10038, a proxy solicitation firm, to assist in the printing and distribution of proxy materials and the solicitation and tabulation of proxies. In addition, Broadridge Financial Solutions, Inc. (“Broadridge”), 51 Mercedes Way, Edgewood, NY 11717, will assist the Funds in the distribution of proxy materials. It is anticipated that Georgeson and Broadridge will be paid approximately $92,000 and $638,000, respectively, for such services (including reimbursements of out-of-pocket expenses).
Q:	Whom do I call if I have questions?
A:	If you need more information, or have any questions about voting, please call Georgeson, the Funds’ proxy solicitor, at 1-800-248-7690.

Please vote now. Your vote is important. To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to indicate your voting instructions on the proxy card(s), and if voting by mail, date and sign it and return it promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet, no matter how large or small your holdings may be. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the meeting.

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June 16, 2011

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 28, 2011

A joint annual meeting of the shareholders of the BlackRock Closed-End Funds identified below (each, a “Fund”) will be held at the offices of BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, NY 10055, on Thursday, July 28, 2011, at 10:30 a.m. (Eastern time), to consider and vote on the proposal, as more fully described in the accompanying joint proxy statement:

PROPOSAL 1.	To elect to the Board of your Fund(s) the eleven nominees named in the accompanying joint proxy statement. To transact such other business as may properly come before the meeting or any adjournments, postponements or delays thereof.

The purpose of the meeting is to seek shareholder approval of the eleven nominees named in the accompanying joint proxy statement to the Boards of Directors or Trustees (each, a “Board,” the members of which are referred to as “Board Members”) of each Fund. Each Board has unanimously approved the eleven nominees on behalf of its Fund (the “Board Nominees”), subject to approval by the Fund's shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that they are experienced in overseeing investment companies and are familiar with the Funds and their investment advisers and that their election is in your best interests.

Your Board recommends that you vote “FOR” the Board Nominees with respect to which you are being asked to vote.

Shareholders of record of each Fund as of the close of business on May 31, 2011 are entitled to vote at the meeting and at any adjournments, postponements or delays thereof.

If you owned shares in more than one Fund as of May 31, 2011, you may receive more than one proxy card. Certain other BlackRock Closed-End Funds will also hold their annual meetings at the place and on the date stated above, but not at the same time. If you were also a shareholder of record on May 31, 2011 of one or more of those other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds. Please be certain to sign, date and return each proxy card you receive from us.

If you have any questions about the proposal to be voted on, please call Georgeson, the firm assisting us in the solicitation of proxies, at 1-800-248-7690.

By Order of the Boards,

Ira P. Shapiro
Secretary of the Funds

BlackRock Closed-End Funds
100 Bellevue Parkway, Wilmington, DE 19809
(800) 441-7762

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BlackRock Closed-End Funds
Holding Annual Meetings of Shareholders on July 28, 2011

Name of Fund	Ticker
BlackRock Corporate High Yield Fund III, Inc.		CYE
BlackRock Corporate High Yield Fund V, Inc.		HYV
BlackRock Corporate High Yield Fund VI, Inc.		HYT
BlackRock Corporate High Yield Fund, Inc.		COY
BlackRock Credit Allocation Income Trust I, Inc.		PSW
BlackRock Credit Allocation Income Trust II, Inc.		PSY
BlackRock Debt Strategies Fund, Inc.		DSU
BlackRock Diversified Income Strategies Fund, Inc.		DVF
BlackRock Enhanced Capital and Income Fund, Inc.		CII
BlackRock Enhanced Government Fund, Inc.		EGF
BlackRock Floating Rate Income Strategies Fund II, Inc.		FRB
BlackRock Floating Rate Income Strategies Fund, Inc.		FRA
BlackRock Muni Intermediate Duration Fund, Inc.		MUI
BlackRock Muni New York Intermediate Duration Fund, Inc.		MNE
BlackRock MuniEnhanced Fund, Inc.		MEN
BlackRock MuniHoldings California Quality Fund, Inc.		MUC
BlackRock MuniHoldings Fund II, Inc.		MUH
BlackRock MuniHoldings Quality Fund II, Inc.		MUE
BlackRock MuniHoldings Quality Fund, Inc.		MUS
BlackRock MuniHoldings Investment Quality Fund		MFL
BlackRock MuniHoldings New Jersey Quality Fund, Inc.		MUJ
BlackRock MuniVest Fund II, Inc.		MVT
BlackRock MuniVest Fund, Inc.		MVF
BlackRock MuniYield Arizona Fund, Inc.		MZA
BlackRock MuniYield California Fund, Inc.		MYC
BlackRock MuniYield California Quality Fund, Inc.		MCA
BlackRock MuniYield Fund, Inc.		MYD
BlackRock MuniYield Quality Fund III, Inc.		MYI
BlackRock MuniYield Investment Quality Fund		MFT
BlackRock MuniYield Investment Fund		MYF
BlackRock MuniYield Michigan Quality Fund II, Inc.		MYM
BlackRock MuniYield Michigan Quality Fund, Inc.		MIY
BlackRock MuniYield New Jersey Fund, Inc.		MYJ
BlackRock MuniYield New Jersey Quality Fund, Inc.		MJI
BlackRock MuniYield New York Quality Fund, Inc.		MYN
BlackRock MuniYield Pennsylvania Quality Fund		MPA
BlackRock MuniYield Quality Fund II, Inc.		MQT
BlackRock MuniYield Quality Fund, Inc.		MQY
BlackRock Senior High Income Fund, Inc.		ARK
The Massachusetts Health & Education Tax-Exempt Trust		MHE

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TABLE OF CONTENTS

			Page
JOINT PROXY STATEMENT			1
SUMMARY OF PROPOSAL AND FUNDS VOTING			4
PROPOSAL 1—ELECTION OF BOARD NOMINEES			5
VOTE REQUIRED AND MANNER OF VOTING PROXIES			15
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			17
ADDITIONAL INFORMATION.			18
Appendix A —		Fund Information	A-1
Appendix B —		Compensation of the Board Members	B-1
Appendix C —		Equity Securities Owned by Board Members and Board Nominees	C-1
Appendix D —		Meetings of the Boards	D-1
Appendix E —		Standing and Other Operating Committees of the Boards	E-1
Appendix F —		Executive Officers of the Funds	F-1
Appendix G —		Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants	G-1
Appendix H —		5% Beneficial Share Ownership	H-1

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ANNUAL MEETING OF SHAREHOLDERS

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JULY 28, 2011

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JOINT PROXY STATEMENT

     This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Boards of Directors or Trustees (each, a “Board,” the members of which are referred to as “Board Members”) of each BlackRock Closed-End Fund listed in Appendix A of this Proxy Statement (each, a “Fund”). The proxies will be voted at the joint annual meeting of shareholders of the Funds and at any and all adjournments, postponements or delays thereof. The meeting will be held at the offices of BlackRock Advisors, LLC (the “Advisor”), Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, NY 10055, on Thursday, July 28, 2011, at 10:30 a.m. (Eastern time). The meeting will be held for the purposes set forth in the accompanying notice.

     The Boards of the Funds have determined that the use of this Proxy Statement for the meeting is in the best interests of the Funds and their shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Distribution to shareholders of this Proxy Statement and the accompanying materials, or a Notice of Internet Availability of Proxy Materials, will commence on or about June 16, 2011.

     Each Fund listed in Appendix A to this Proxy Statement is organized as a Massachusetts business trust (each, a “Massachusetts Trust”) or a Maryland corporation (each, a “Maryland Corporation”). The Massachusetts Trusts and Maryland Corporations are closed-end investment companies registered under the Investment Company Act of 1940 (the “1940 Act”). A list identifying each Massachusetts Trust and Maryland Corporation is set forth in Appendix A.

     Shareholders of record of a Fund as of the close of business on May 31, 2011 (the “Record Date”) are entitled to notice of and to vote at that Fund’s meeting. Shareholders of the Funds are entitled to one vote for each share held, with no shares having cumulative voting rights. Holders of the auction market preferred stock, auction market preferred shares or auction preferred shares (collectively, “AMPS”) of each of the Funds identified in Appendix A as having AMPS outstanding (collectively, the “AMPS Funds”) and holders of variable rate demand preferred shares (collectively, “VRDP Shares” and collectively with the AMPS, “Preferred Shares”) of each of the Funds identified in Appendix A as having VRDP Shares outstanding (collectively, “VRDP Funds” and collectively with the AMPS Funds, the “Preferred Funds”) will have equal voting rights with the shares of common stock or common shares of beneficial interest (collectively, the “Common Shares”) of the Preferred Funds and will vote together with the holders of Common Shares as a single class on each nominee to the Board of the Preferred Fund in which they own Preferred Shares, except that holders of Preferred Shares are entitled to vote separately as a class to elect two Board Members for each Preferred Fund in which they own Preferred Shares. The quorum and voting requirements for each Fund are described in the section below entitled “Vote Required and Manner of Voting Proxies.”

     The number of shares outstanding of each Fund as of the close of business on the Record Date and the net assets of each Fund on the Record Date are shown in Appendix A. Except as set forth in Appendix H, to the knowledge of each Fund, as of May 23, 2011, no person was the beneficial owner of more than five percent of a class of a Fund’s outstanding shares.

     The Fund in which you owned shares on the Record Date is named on the proxy card or Notice of Internet Availability of Proxy Materials. If you owned shares in more than one Fund on the Record Date, you may receive more than one proxy card. Even if you plan to attend the meeting, please sign, date and return EACH proxy card you receive or, if you provide voting instructions by telephone or over the Internet, please vote on the proposal affecting EACH Fund you own. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s) or Notice of Internet Availability of Proxy Materials, as applicable.

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This code is designed to confirm your identity, provide access into the voting website and confirm that your voting instructions are properly recorded.

     All properly executed proxies received prior to the meeting will be voted at the meeting. On any matter coming before the meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy card is properly executed and returned and no choice is specified with respect to the proposal, the shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to the proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the Delaware address below), by delivering a duly executed proxy bearing a later date or by attending the meeting and voting in person by ballot, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

     Certain other BlackRock Closed-End Funds not listed in Appendix A will also hold their annual meetings at the place and date stated above, but not at the same time. If you were also a shareholder of record on the Record Date of one or more of those other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds.

     If you are a record holder of a Fund’s shares and plan to attend the meeting in person, in order to gain admission you must show photographic identification, such as your driver’s license. If you hold your shares of a Fund through a bank, broker or other custodian, and plan to attend the meeting in person, in order to gain admission you must show photo identification, such as your driver’s license, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date.

     For directions to the meeting, please contact Georgeson, the firm assisting us in the solicitation of proxies, at 1-800-248-7690.

     Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the applicable Fund at Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055, or by calling toll free at 1-800-441-7762. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s website at www.sec.gov.

     BlackRock will update performance data for the Funds, as well as certain other data for Funds that are municipal funds, on a monthly basis on its website in the “Closed-End Funds” section of www.blackrock.com. Investors and others are advised to periodically check the website for updated performance information and the release of other material information about the BlackRock Closed-End Funds.

     Please note that only one annual or semi-annual report or Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials, or for instructions how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the New York address above and phone number set forth above.

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YOUR VOTE IS IMPORTANT To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to indicate voting instructions on the enclosed proxy card(s), and if received by mail, date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. If you submit a properly executed proxy card but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING TO BE HELD ON JULY 28, 2011

The Proxy Statement is available at www.proxy-direct.com/22581

BlackRock Closed-End Funds
100 Bellevue Parkway, Wilmington, DE 19809
(800) 441-7762

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SUMMARY OF PROPOSAL AND FUNDS VOTING

     The following table shows the Funds for which the Board Nominees are standing for election.

Fund Name	Ticker		Nominees Standing for Election (1)	Preferred Shares Nominees Standing for Election (2)
BlackRock Corporate High Yield Fund III, Inc.		CYE	X
BlackRock Corporate High Yield Fund V, Inc.		HYV	X
BlackRock Corporate High Yield Fund VI, Inc.		HYT	X
BlackRock Corporate High Yield Fund, Inc.		COY	X
BlackRock Credit Allocation Income Trust I, Inc.		PSW	X
BlackRock Credit Allocation Income Trust II, Inc.		PSY	X
BlackRock Debt Strategies Fund, Inc.		DSU	X
BlackRock Diversified Income Strategies Fund, Inc.		DVF	X
BlackRock Enhanced Capital and Income Fund, Inc.		CII	X
BlackRock Enhanced Government Fund, Inc.		EGF	X
BlackRock Floating Rate Income Strategies Fund II, Inc.		FRB	X
BlackRock Floating Rate Income Strategies Fund, Inc.		FRA	X
BlackRock Muni Intermediate Duration Fund, Inc.		MUI	X	X
BlackRock Muni New York Intermediate Duration Fund, Inc.		MNE	X	X
BlackRock MuniEnhanced Fund, Inc.		MEN	X	X
BlackRock MuniHoldings California Quality Fund, Inc.		MUC	X	X
BlackRock MuniHoldings Fund II, Inc.		MUH	X	X
BlackRock MuniHoldings Quality Fund II, Inc.		MUE	X	X
BlackRock MuniHoldings Quality Fund, Inc.		MUS	X	X
BlackRock MuniHoldings Investment Quality Fund		MFL	X	X
BlackRock MuniHoldings New Jersey Quality Fund, Inc.		MUJ	X	X
BlackRock MuniVest Fund II, Inc.		MVT	X	X
BlackRock MuniVest Fund, Inc.		MVF	X	X
BlackRock MuniYield Arizona Fund, Inc.		MZA	X	X
BlackRock MuniYield California Fund, Inc.		MYC	X	X
BlackRock MuniYield California Quality Fund, Inc.		MCA	X	X
BlackRock MuniYield Fund, Inc.		MYD	X	X
BlackRock MuniYield Quality Fund III, Inc.		MYI	X	X
BlackRock MuniYield Investment Quality Fund		MFT	X	X
BlackRock MuniYield Investment Fund		MYF	X	X
BlackRock MuniYield Michigan Quality Fund II, Inc.		MYM	X	X
BlackRock MuniYield Michigan Quality Fund, Inc.		MIY	X	X
BlackRock MuniYield New Jersey Fund, Inc.		MYJ	X	X
BlackRock MuniYield New Jersey Quality Fund, Inc.		MJI	X	X
BlackRock MuniYield New York Quality Fund, Inc.		MYN	X	X
BlackRock MuniYield Pennsylvania Quality Fund		MPA	X	X
BlackRock MuniYield Quality Fund II, Inc.		MQT	X	X
BlackRock MuniYield Quality Fund, Inc.		MQY	X	X
BlackRock Senior High Income Fund, Inc.		ARK	X
The Massachusetts Health & Education Tax-Exempt Trust		MHE	X	X

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(1)	The 11 Board Nominees are Paul L. Audet, Michael J. Castellano, Richard E. Cavanagh, Frank J. Fabozzi, Kathleen F. Feldstein, James T. Flynn, Henry Gabbay, Jerrold B. Harris, R. Glenn Hubbard, W. Carl Kester and Karen P. Robards. Except as noted herein, these nominees are voted upon by the common and preferred shareholders of each respective Fund voting together as a single class, except for those Funds for which Messrs. Fabozzi and Kester are Preferred Shares Nominees, in which case Messrs. Fabozzi and Kester are voted upon by owners of Preferred Shares voting as a separate class. Please see the description below under “PROPOSAL 1 — ELECTION OF BOARD NOMINEES” for a more detailed discussion regarding the Preferred Shares Nominees.
(2)	The Preferred Shares Nominees are Frank J. Fabozzi and W. Carl Kester. These nominees are voted upon by the owners of Preferred Shares voting as a separate class. Please see the description below under “PROPOSAL 1 — ELECTION OF BOARD NOMINEES” for a more detailed discussion regarding the Preferred Shares Nominees.

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PROPOSAL 1—ELECTION OF BOARD NOMINEES

     The purpose of Proposal 1 is to elect Board Members for each Fund.

     Nominees for each Fund. The Board of each Fund consists of 11 Board Members, nine of whom are not “interested persons” of the Funds (as defined in the 1940 Act) (the “Independent Board Members”). Prior to March 31, 2010, the Board of each Fund had 11 Board Members; however, on March 31, 2010, G. Nicholas Beckwith, III resigned from the Board of each Fund. On April 14, 2011, the Board of each Fund determined to increase the number of Board Members to 11 and appointed Michael J. Castellano as a Board Member to each Fund. At the May 13, 2011 Board meeting, Richard S. Davis, an interested Board Member, advised the Board of his decision not to stand for reelection as a Board Member at the joint annual meeting of shareholders. Thereafter, the Governance and Nominating Committee met and upon the recommendation of such committee, the Board thereafter nominated Paul L. Audet as an interested Board Nominee. Shareholders of each Fund will consider electing all 11 Board Nominees at the meeting. Each Board Member elected at the meeting will serve until the later of the date of the 2012 annual meeting or until his or her successor is elected and qualifies, or until his or her earlier death, resignation, retirement or removal.

     With respect to the Preferred Funds, the owners of Preferred Shares are entitled to vote as a separate class to elect two of the Board Members (the “Preferred Shares Nominees”) for the Preferred Fund in which they own Preferred Shares. This means that owners of common shares are not entitled to vote in connection with the election of the Preferred Shares Nominees. However, the owners of common shares and the owners of Preferred Shares, voting together as a single class, are entitled to elect the remainder of the Board Nominees. Frank J. Fabozzi and W. Carl Kester are standing for election this year as the Preferred Shares Nominees.

     The Board recommends a vote “FOR” the election of Paul L. Audet, Michael J. Castellano, Richard E. Cavanagh, Frank J. Fabozzi, Kathleen F. Feldstein, James T. Flynn, Henry Gabbay, Jerrold B. Harris, R. Glenn Hubbard, W. Carl Kester and Karen P. Robards (the “Board Nominees”). To vote for the Board Nominees, please vote by telephone or over the Internet, as described in the proxy card, or date and sign the enclosed proxy card and return it promptly in the enclosed postage-paid envelope. Each of the Board Nominees has consented to being named in this Proxy Statement and to serve as a Board Member if elected.

     Board Members’/Nominees’ Biographical Information. Please refer to the below table which identifies the Board Nominees, including any Preferred Shares Nominees, for election to the Board of each Fund and sets forth certain biographical information about the Board Members and/or Board Nominees, for all of the Funds. Each Board Nominee was nominated by the Governance and Nominating Committee of the Board of each respective Fund. Richard E. Cavanagh was selected to serve as the Chair and Karen P. Robards was selected to serve as the Vice Chair of each Board. All of the closed-end registered investment companies advised by the Advisor, including the Funds, are referred to collectively as the “Closed-End Complex.”

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Name, Address and Year of Birth		Position(s) Held with Funds		Term of Office and Length of Time Served*		Principal Occupation(s) During Past Five Years		Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen**		Other Public Company or Investment Company Directorships Held During Past Five Years***
Non-Interested Directors
Richard E. Cavanagh		Director/		2011;		Trustee, Aircraft Finance Trust from		95 RICs		Arch Chemical
55 East 52nd Street		Trustee and		2007 to		1999 to 2009; Director, The Guardian		consisting of		(chemical and
New York, NY		Chair of the		present		Life Insurance Company of America		95 Portfolios		allied
10055		Boards				since 1998; Trustee, Educational				products)
						Testing Service from 1997 to 2009
1946						and Chairman thereof from 2005 to
						2009; Senior Advisor, The Fremont
						Group (a private investment firm)
						since 2008 and Director thereof since
						1996; Adjunct Lecturer, Harvard
						University since 2007; President and
						Chief Executive Officer, The
						Conference Board, Inc. (global
						business research organization) from
						1995 to 2007.
Karen P. Robards		Director/		2011;		Partner of Robards & Company, LLC		95 RICs		AtriCure, Inc.
55 East 52nd Street		Trustee, Vice		2007 to		(financial advisory firm) since 1987;		consisting of		(medical
New York, NY		Chair of the		present		Co-founder and Director of the Cooke		95 Portfolios		devices)
10055		Boards and				Center for Learning and Development
		Chair of the				(a not-for-profit organization) since
1950		Audit				1987; Director of Care Investment
		Committee				Trust, Inc. (health care real estate
						investment trust) from 2007 to 2010;
						Director of Enable Medical Corp. from
						1996 to 2005; Investment Banker at
						Morgan Stanley from 1976 to 1987.
Michael J. Castellano		Director/		2011;		Managing Director and Chief Financial		95 RICs		None
55 East 52nd Street		Trustee and		2011 to		Officer of Lazard Group LLC from		consisting of
New York, NY		Member of		present		2001 to 2011; Chief Financial Officer		95 Portfolios
10055		the Audit				of Lazard Ltd. from 2005 to 2011;
		Committee				Director, Support Our Aging Religions
1946						(non-profit) since 2009; Director,
						National Advisory Board of Church
						Management at Villanova University
						since 2010.
Frank J. Fabozzi (1)		Director/		2011;		Consultant/Editor of The Journal of		95 RICs		None
55 East 52nd Street		Trustee and		2007 to		Portfolio Management since 2006;		consisting of
New York, NY		Member of		present		Professor in the Practice of Finance and		95 Portfolios
10055		the Audit				Becton Fellow, Yale University, School of
		Committee				Management since 2006; Adjunct
1948						Professor of Finance and Becton Fellow,
						Yale University from 1994 to 2006.
Kathleen F. Feldstein		Director/		2011;		President of Economics Studies, Inc.		95 RICs		The McClatchy
55 East 52nd Street		Trustee		2007 to		(private economic consulting firm)		consisting of		Company
New York, NY				present		since 1987; Chair, Board of Trustees,		95 Portfolios		(publishing);
10055						McLean Hospital from 2000 to 2008				BellSouth
						and Trustee Emeritus since 2008;				(telecommuni-
1941						Member of the Board of Partners				cations);
						Community Healthcare, Inc. from				Knight Ridder
						2005 to 2009; Member of the				(publishing)
						Corporation of Partners HealthCare
						since 1995; Trustee, Museum of Fine
						Arts, Boston since 1992; Member of
						the Visiting Committee to the Harvard
						University Art Museum since 2003;
						Director, Catholic Charities of Boston
						since 2009.

6

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Name, Address and Year of Birth		Position(s) Held with Funds		Term of Office and Length of Time Served*		Principal Occupation(s) During Past Five Years		Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen**		Other Public Company or Investment Company Directorships Held During Past Five Years***
James T. Flynn		Director/		2011;		Chief Financial Officer of JPMorgan &		95 RICs		None
55 East 52nd Street		Trustee and		2007 to		Co., Inc. from 1990 to 1995.		consisting of
New York, NY		Member of		present				95 Portfolios
10055		the Audit
		Committee
1939
Jerrold B. Harris		Director/		2011;		Trustee, Ursinus College since 2000;		95 RICs		BlackRock
55 East 52nd Street		Trustee		2007 to		Director, Troemner LLC (scientific		consisting of		Kelso Capital
New York, NY				present		equipment) since 2000; Director of		95 Portfolios		Corp.
10055						Delta Waterfowl Foundation (a not-for-				(business
						profit organization) since 2001;				development
1942						President and Chief Executive Officer,				company)
						VWR Scientific Products Corporation
						from 1990 to 1999.
R. Glenn Hubbard		Director/		2011;		Dean, Columbia Business School		95 RICs		ADP (data and
55 East 52nd Street		Trustee		2007 to		since 2004; Columbia faculty member		consisting of		information
New York, NY				present		since 1988; Co-Director, Columbia		95 Portfolios		services);
10055						Business School’s Entrepreneurship				KKR Financial
						Program from 1997 to 2004;				Corporation
1958						Chairman, U.S. Council of Economic				(finance);
						Advisers under the President of the				Metropolitan
						United States from 2001 to 2003;				Life Insurance
						Chairman, Economic Policy Committee				Company
						of the OECD from 2001 to 2003.				(insurance)
W. Carl Kester (1)		Director/		2011;		George Fisher Baker Jr. Professor of		95 RICs		None
55 East 52nd Street		Trustee and		2007 to		Business Administration, Harvard		consisting of
New York, NY		Member of		present		Business School; Deputy Dean for		95 Portfolios
10055		the Audit				Academic Affairs from 2006 to 2010;
		Committee				Chairman, Finance, Harvard Business
1951						School from 2005 to 2006; Senior
						Associate Dean and Chairman of the
						MBA Program of Harvard Business
						School from 1999 to 2005; Member
						of the Faculty of Harvard Business
						School since 1981.
Interested Directors†
Richard S. Davis (2)		Director/		2011;		Managing Director, BlackRock, Inc.		165 RICs		None
55 East 52nd Street		Trustee and		2007 to		since 2005; Chief Executive Officer,		consisting of
New York, NY		President of		present		State Street Research & Management		290 Portfolios
10055		MFL, MYF,				Company from 2000 to 2005;
		MFT and MPA				Chairman of the Board of Trustees,
1945						State Street Research Mutual Funds
						from 2000 to 2005; Chairman, SSR
						Realty from 2000 to 2004.
Henry Gabbay		Director/		2011;		Consultant, BlackRock, Inc. from		165 RICs		None
55 East 52nd Street		Trustee		2007 to		2007 to 2008; Managing Director,		consisting of
New York, NY				present		BlackRock, Inc. from 1989 to 2007;		290 Portfolios
10055						Chief Administrative Officer,
						BlackRock Advisors, LLC from 1998
1947						to 2007; President of BlackRock
						Funds and BlackRock Bond Allocation
						Target Shares from 2005 to 2007;
						Treasurer of certain closed-end funds
						in the Closed-End Complex from 1989
						to 2006.

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Name, Address and Year of Birth		Position(s) Held with Funds		Term of Office and Length of Time Served*		Principal Occupation(s) During Past Five Years		Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen**		Other Public Company or Investment Company Directorships Held During Past Five Years***
Board Nominee
Paul L. Audet		N/A		N/A		Senior Managing Director, BlackRock,		None		None
55 East 52nd Street						Inc. and head of BlackRock’s Real
New York, NY						Estate business from 2008 to 2011;
10055						Member of BlackRock’s Global
						Operating and Corporate Risk
1953						Management Committees and of the
						BlackRock Alternative Investors
						Executive Committee and Investment
						Committee for the Private Equity Fund
						of Funds business since 2008; head
						of BlackRock’s Global Cash
						Management business from 2005 to
						2010; Acting Chief Financial Officer of
						BlackRock from 2007 to 2008; Chief
						Financial Officer of BlackRock from
						1998 to 2005; Senior Vice President
						of Finance at PNC Bank Corp. and
						Chief Financial Officer of the
						Investment Management and Mutual
						Fund Processing businesses from
						1996 to 1998 and head of PNC’s
						Mergers & Acquisitions unit from
						1992 to 1998; Member of PNC’s
						Corporate Asset-Liability Committee
						and Marketing Committees from 1992
						to 1998; Chief Financial Officer of
						PNC’s eastern operations from 1991
						to 1992; Senior Vice President of
						First Fidelity Bancorporation,
						responsible for the Corporate Finance,
						Asset-Liability Committee, and
						Mergers & Acquisitions functions from
						1986 to 1991.

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*	Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. (“BlackRock”) in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Board Members as joining the Boards in 2007, each Board Member first became a member of the Boards of Directors/Trustees of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh since 1994; Richard S. Davis since 2007; Frank J. Fabozzi since 1988; Kathleen F. Feldstein since 2005; James T. Flynn since 1996; Henry Gabbay since 2007; Jerrold B. Harris since 1999; R. Glenn Hubbard since 2004; W. Carl Kester since 1998; and Karen P. Robards since 1998. Board Members serve until their resignation, removal or death, or until December 31 of the year in which they turn 72.
**	For purposes of this chart, “RICs” refers to registered investment companies and “Portfolios” refers to the investment programs of the Funds.
***	Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.”
†	Messrs. Audet, Davis and Gabbay are “interested persons” (as defined in the 1940 Act) of the Funds by virtue of their current or former positions with BlackRock Advisors, LLC, BlackRock Capital Management, Inc. or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, Inc., and their ownership of BlackRock, Inc. and The PNC Financial Service Group, Inc. securities.
(1)	Preferred Shares Nominee.
(2)	Mr. Davis is not standing for re-election at the joint annual meeting of shareholders.

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     The Independent Board Members have adopted a statement of policy that describes the experiences, qualifications, skills and attributes that are necessary and desirable for potential Independent Board Member candidates (the “Statement of Policy”). The Boards believe that each Independent Board Member satisfied, at the time he or she was initially elected or appointed a Board Member, and continues to satisfy, the standards contemplated by the Statement of Policy as well as the standards set forth in each Fund’s By-Laws. Furthermore, in determining that a particular Board Member was and continues to be qualified to serve as a Board Member, the Boards have considered a variety of criteria, none of which, in isolation, was controlling. The Boards believe that, collectively, the Board Members/Nominees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Boards to operate effectively in governing the Funds and protecting the interests of shareholders. Among the attributes common to all Board Members/Nominees is their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Funds’ investment adviser, sub-advisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Board Members. Each Board Member’s/Nominee’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a board member of the Funds or the other funds in the BlackRock fund complexes (and any predecessor funds), other investment funds, public companies, or not-for-profit entities or other organizations; ongoing commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout the years; or other relevant life experiences.

     The following table discusses some of the experiences, qualifications and skills of each of our Board Members and/or Board Nominees that support the conclusion that they should serve (or continue to serve) on the Boards.

Board Members/Nominees	Experience, Qualifications and Skills
Richard E. Cavanagh	Mr. Cavanagh brings to the Boards a wealth of practical business knowledge and leadership as an experienced director/trustee of various public and private companies. In particular, because Mr. Cavanagh served for over a decade as President and Chief Executive Officer of The Conference Board, Inc., a global business research organization, he is able to provide the Boards with expertise about business and economic trends and governance practices. Mr. Cavanagh created the “blue ribbon” Commission on Public Trust and Private Enterprise in 2002, which recommended corporate governance enhancements. Mr. Cavanagh’s service as a director of The Guardian Life Insurance Company of America and as a senior advisor and director of The Fremont Group provides added insight into investment trends and conditions. Mr. Cavanagh’s long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Cavanagh’s independence from the Funds and the Funds’ investment adviser enhances his service as Chair of the Boards, Chair of the ad hoc AMPS Committee, Chair of the Executive Committee and as a member of the Governance and Nominating Committee, Compliance Committee and Performance Oversight Committee.
Karen P. Robards	The Boards benefit from Ms. Robards’s many years of experience in investment banking and the financial advisory industry where she obtained extensive knowledge of the capital markets and advised clients on corporate finance transactions, including mergers and acquisitions and the issuance of debt and equity securities. Ms. Robards’s prior position as an investment banker at Morgan Stanley provides useful oversight of the Funds’ investment decisions and investment valuation processes. Additionally, Ms. Robards’s experience derived from serving as a director of Care Investment Trust, Inc., a health care real estate investment trust, provides the Boards with the benefit of her experience with the management practices of other financial companies. Ms. Robards’s long-standing service on the Boards also provides

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	her with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Ms. Robards’s knowledge of financial and accounting matters qualifies her to serve as Vice Chair of the Boards and as the Chair of each Fund’s Audit Committee. Ms. Robards’s independence from the Funds and the Funds’ investment adviser enhances her service as a member of the Performance Oversight Committee, Executive Committee and ad hoc AMPS Committee. In addition, Ms. Robards is a member of the Joint Product Pricing Committee.
Michael J. Castellano	Mr. Castellano is a Board Member and member of each Fund’s Audit Committee and Performance Oversight Committee. The Boards benefit from Mr. Castellano’s over forty year career in accounting. Mr. Castellano has served as Chief Financial Officer of Lazard Ltd. and as a Managing Director and Chief Financial Officer of Lazard Group. Prior to joining Lazard, Mr. Castellano held various senior management positions at Merrill Lynch & Co., including Senior Vice President—Chief Control Officer for Merrill Lynch’s capital markets businesses, Chairman of Merrill Lynch International Bank and Senior Vice President—Corporate Controller. Prior to joining Merrill Lynch & Co., Mr. Castellano was a partner with Deloitte & Touche where he served a number of investment banking clients over the course of his 24 years with the firm. Mr. Castellano’s knowledge of financial and accounting matters qualifies him to serve as a member of each Fund’s Audit Committee.
Frank J. Fabozzi	Dr. Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award given by the CFA Institute. The Boards benefit from Dr. Fabozzi’s experiences as a professor and author in the field of finance. Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrate his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry. Dr. Fabozzi’s long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Moreover, Dr. Fabozzi’s knowledge of financial and accounting matters qualifies him to serve as a member of each Fund’s Audit Committee. Dr. Fabozzi’s independence from the Funds and the Funds’ investment adviser enhances his service as Chair of the Performance Oversight Committee and as a member of the ad hoc AMPS Committee.
Kathleen F. Feldstein	Dr. Feldstein, who served as President of Economics Studies, Inc., an economic consulting firm, benefits the Boards by providing business leadership and experience and knowledge of economics. The Boards benefit from Dr. Feldstein’s experience as a director/trustee of publicly traded and private companies, including financial services, technology and telecommunications companies. Dr. Feldstein’s long-standing service on the Boards also provides her with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. In addition, Dr. Feldstein’s independence from the Funds and the Funds’ investment adviser enhances her service as a member of the Compliance Committee, Governance and Nominating Committee and Performance Oversight Committee.

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James T. Flynn	Mr. Flynn brings to the Boards a broad and diverse knowledge of business and capital markets as a result of his many years of experience in the banking and financial industry. Mr. Flynn’s five years as the Chief Financial Officer of JP Morgan & Co. provide the Boards with experience on financial reporting obligations and oversight of investments. Mr. Flynn’s long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Flynn’s knowledge of financial and accounting matters qualifies him to serve as a member of each Fund’s Audit Committee. Mr. Flynn’s independence from the Funds and the Funds’ investment adviser enhances his service as a member of the Performance Oversight Committee.
Jerrold B. Harris	Mr. Harris’s time as President and Chief Executive Officer of VWR Scientific Products Corporation brings to the Boards business leadership and experience and knowledge of the chemicals industry and national and international product distribution. Mr. Harris’s position as a director of BlackRock Kelso Capital Corporation brings to the Boards the benefit of his experience as a director of a business development company governed by the 1940 Act and allows him to provide the Boards with added insight into the management practices of other financial companies. Mr. Harris’s long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations and the business and regulatory issues facing the Funds. Mr. Harris’s independence from the Funds and the Funds’ investment adviser enhances his service as the Chair of the Compliance Committee and as a member of the Governance and Nominating Committee and Performance Oversight Committee. In addition, Mr. Harris is a member of the Joint Product Pricing Committee.
R. Glenn Hubbard	Dr. Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard serves as the Dean of Columbia Business School, has served as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr. Hubbard’s experience as an advisor to the President of the United States adds a dimension of balance to the Funds’ governance and provides perspective on economic issues. Dr. Hubbard’s service on the boards of KKR Financial Corporation, ADP and Metropolitan Life Insurance Company provides the Boards with the benefit of his experience with the management practices of other financial companies. Dr. Hubbard’s long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Hubbard’s independence from the Funds and the Funds’ investment adviser enhances his service as the Chair of the Governance and Nominating Committee and a member of the Compliance Committee and Performance Oversight Committee.
W. Carl Kester	The Boards benefit from Dr. Kester’s experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School adds to the Board a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, including co-editing a leading volume of finance case studies used worldwide. Dr. Kester’s long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Kester’s knowledge of

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	financial and accounting matters qualifies him to serve as a member of each Fund’s Audit Committee. In addition, Dr. Kester’s independence from the Funds and the Funds’ investment adviser enhances his service as a member of the Performance Oversight Committee and ad hoc AMPS Committee.
Richard S. Davis	The Boards benefit from Mr. Davis’s experience as a Managing Director of BlackRock, Inc. and Chief Executive Officer of State Street Research & Management Company in light of his business leadership and experience. Mr. Davis’s experiences as the Chairman of State Street Research Mutual Funds and SSR Realty provide the Boards with practical business knowledge and leadership in the investment management industry. Mr. Davis’s long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. He serves as a member of the Executive Committee. Mr. Davis advised the Board of his decision not to stand for re-election as a Board Member at the joint annual meeting of shareholders.
Henry Gabbay	The Boards benefit from Dr. Gabbay’s many years of experience in administration, finance and financial services operations. Dr. Gabbay’s experience as a Managing Director of BlackRock, Inc., Chief Administrative Officer of BlackRock Advisors, LLC and President of BlackRock Funds provides the Boards with insight into investment company operational, financial and investment matters. Dr. Gabbay’s former positions as Chief Administrative Officer of BlackRock Advisors, LLC and as Treasurer of certain closed-end funds in the Closed-End Complex provide the Boards with direct knowledge of the operations of the Funds and their investment advisers. Dr. Gabbay’s long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Gabbay serves as a member of the ad hoc AMPS Committee.
Paul L. Audet	Mr. Audet has a wealth of experience in the investment management industry, including more than 13 years with BlackRock and over 20 years in finance and asset management. He also has expertise in finance, as demonstrated by his positions as Chief Financial Officer of BlackRock and head of BlackRock’s Global Cash Management business. Mr. Audet currently is a member of BlackRock’s Global Operating and Corporate Risk Management Committees, the BlackRock Alternative Investors Executive Committee and the Investment Committee for the Private Equity Fund of Funds. Prior to joining BlackRock, Mr. Audet was the Senior Vice President of Finance at PNC Bank Corp. and Chief Financial Officer of the investment management and mutual fund processing businesses and head of PNC’s Mergers & Acquisitions unit. If elected to the Board, it is anticipated that Mr. Audet will join the Executive Committee.

Board Leadership Structure and Oversight

     The Boards consist of eleven individuals, nine of whom are Independent Board Members. The registered investment companies advised by the Advisor are composed of the BlackRock Closed-End Complex, two complexes of open-end funds and one complex of exchange-traded funds. The Funds are included in the BlackRock Closed-End Complex. The Board Members also oversee the operations of other closed-end registered investment companies included in the BlackRock Closed-End Complex as directors or trustees.

     The Boards have overall responsibility for the oversight of the Funds. The Chair of the Boards and the Chief Executive Officer are two different people. Not only is the Chair of the Boards an Independent Board Member, but also the Chair of each Board committee (each, a “Committee”) is an Independent Board Member. The Boards have five standing Committees: an Audit Committee, a

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Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee. The Boards also have two ad hoc committees, the Joint Product Pricing Committee and the ad hoc AMPS Committee, with respect to the Funds that issue AMPS. The Funds do not have a compensation committee because their executive officers, other than the CCO, do not receive any direct compensation from the Funds and the CCO’s compensation is comprehensively reviewed by the Boards. The role of the Chair of the Boards is to preside at all meetings of the Boards and to act as a liaison with service providers, officers, attorneys, and other Board Members between meetings. The Chair of each Committee performs a similar role with respect to such Committee. The Chair of the Boards or Committees may also perform such other functions as may be delegated by the Boards or the Committees from time to time. The Independent Board Members meet regularly outside the presence of the Funds’ management, in executive session or with other service providers to the Funds. The Boards have regular meetings five times a year, including a meeting to consider the approval of the Funds’ investment management agreements, and may hold special meetings if required before their next regular meeting. Each Committee meets regularly to conduct the oversight functions delegated to that Committee by the Boards and reports its findings to the Boards. The Boards and each standing Committee conduct annual assessments of their oversight function and structure. The Boards have determined that the Boards’ leadership structure is appropriate because it allows the Boards to exercise independent judgment over management and to allocate areas of responsibility among Committees and the Boards to enhance effective oversight.

     The Boards decided to separate the roles of Chair and Chief Executive Officer because they believe that an independent Chair:

• Increases the independent oversight of the Funds and enhances the Boards’ objective evaluation of the Chief Executive Officer

• Allows the Chief Executive Officer to focus on the Funds’ operations instead of Board administration

• Provides greater opportunities for direct and independent communication between shareholders and the Boards

• Provides an independent spokesman for the Funds

     The Boards have engaged the Advisor to manage the Funds on a day-to day basis. Each Board is responsible for overseeing the Advisor, other service providers, the operations of each Fund and associated risks in accordance with the provisions of the 1940 Act, state law, other applicable laws, each Fund’s charter, and each Fund’s investment objective(s) and strategies. The Boards review, on an ongoing basis, the Funds’ performance, operations, and investment strategies and techniques. The Boards also conduct reviews of the Advisor and its role in running the operations of the Funds.

     Day-to-day risk management with respect to the Funds is the responsibility of the Advisor or other service providers (depending on the nature of the risk), subject to the supervision of the Advisor. The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by the Advisor or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight is part of the Boards’ general oversight of the Funds and is addressed as part of various Board and Committee activities. The Boards, directly or through Committees, also review reports from, among others, management, the independent registered public accounting firm for the Funds, the Advisor, and internal auditors for the Advisor or its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service provider’s risk functions. The Committee system facilitates the timely and efficient consideration of matters by the Board Members and facilitates effective oversight of compliance with legal and regulatory requirements and of the Funds’ activities and associated risks. The Boards have appointed a Chief Compliance Officer, who oversees the implementation and testing of the Funds’ compliance program and reports regularly to the Boards regarding compliance matters for the Funds and their service providers. The Independent Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities.

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     Compensation. Information relating to compensation paid to the Board Members for each Fund’s most recent fiscal year is set forth in Appendix B.

     Equity Securities Owned by Board Members and Board Nominees. Information relating to the amount of equity securities owned by Board Members/Nominees in the Funds that they are nominated to oversee, as well as certain other funds in the Closed-End Complex, as of May 31, 2011 is set forth in Appendix C.

     Attendance of Board Members at Annual Shareholders’ Meetings. It is the policy of all the Funds to encourage Board Members to attend the annual shareholders’ meeting. All of the Board Members of each Fund attended last year’s annual shareholders’ meeting.

     Board Meetings. During the calendar year 2010, the Board of each Fund met seven times. Information relating to the number of times that the Boards met during each Fund’s most recent fiscal year is set forth in Appendix D. No incumbent Board Member attended less than 75% of the aggregate number of meetings of each Board and of each committee of each Board on which the Board Member served during each Fund’s most recently completed fiscal year.

     Standing and Other Operating Committees of the Boards. Information relating to the various standing and other operating committees of the Boards is set forth in Appendix E.

     The Boards of the AMPS Funds established an ad hoc Committee on AMPS (the “AMPS Committee”) in March 2008. The current members of the AMPS Committee are: Richard E. Cavanagh (Chair), Karen P. Robards, Frank J. Fabozzi, Henry Gabbay and W. Carl Kester. Since February 2008, most auction rate preferred shares, including the AMPS, have been unable to hold successful auctions and AMPS holders have faced reduced liquidity. The AMPS Committee was formed for the purpose of monitoring issues arising from recent market turmoil and overseeing efforts to address the effects of reduced AMPS liquidity on each Fund and to evaluate the liquidity considerations of the AMPS holders, each in a manner consistent with each Fund’s and its shareholders’ best interests and investment strategies. As of the date of this Proxy Statement, the AMPS Committee has met 18 times in the last calendar year and 51 times since its formation. As of the date of this Proxy Statement, the total amount of announced redemptions of auction market preferred shares across the Closed-End Complex, including the AMPS Funds, equaled $5.57 billion, which represents approximately 56.7% of all auction market preferred shares outstanding for the Closed-End Complex as of February 2008. The AMPS Funds are currently exploring alternative forms of leverage in order to provide liquidity to holders of AMPS, including, among other things, the issuance of VRDP Shares, a relatively new form of preferred stock that includes a put feature, which would make the securities eligible for purchase by money market funds. Thus far, 12 BlackRock Closed-End Funds have issued VRDP Shares and redeemed their AMPS. The Funds continue to explore the use of additional alternative forms of leverage such as tender option bonds and alternative forms of preferred stock (including VRDP Shares) which have been successfully used in some form by certain BlackRock Closed-End Funds.

     Compliance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). Section 16(a) of the Exchange Act requires the Funds’ Board Members, executive officers, persons who own more than ten percent of a registered class of a Fund’s equity securities, BlackRock Advisors and certain officers of BlackRock Advisors, to file reports on holdings of, and transactions in, Fund shares with the Securities and Exchange Commission (“SEC”) and to furnish the Funds with copies of all such reports. Based solely on a review of copies of such reports furnished to the relevant Funds and representations from these reporting persons, each Fund believes that its Board Members, executive officers, ten percent holders, BlackRock Advisors and certain officers of BlackRock Advisors met all applicable SEC filing requirements.

     Executive Officers of the Funds. Information about the executive officers of each Fund, including their year of birth and their principal occupations during the past five years, is set forth in Appendix F.

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     Your Board recommends that you vote “FOR” the election of each Board Nominee to the Board of your Fund(s).

     Settlement of Shareholder Solicitation. On June 15, 2011, the Funds and certain other BlackRock closed-end registered investment companies (the “Other BlackRock Funds”) entered into an agreement (the “Agreement”), with Karpus Management, Inc. (“Karpus”), Special Opportunities Fund, Inc. (“SOF”) and Opportunity Partners, L.P. (“Opportunity Partners” and, together with SOF, the “Bulldog/Brooklyn Funds”). As it pertains to the Funds, Karpus and the Bulldog/Brooklyn Funds agreed to abide by certain “standstill restrictions,” including refraining from bringing lawsuits against the Funds or engaging in any proxy contest against the Funds, through the Funds’ 2012 annual meetings of shareholders. The parties also agreed to a mutual non-disparagement provision through the Funds’ 2012 annual meetings of shareholders. Among other things, Karpus and the Bulldog/Brooklyn Funds also agreed to dismiss a lawsuit previously brought by them that challenged the adoption of By-Law amendments by the boards of directors/trustees of certain of the Other BlackRock Funds, which amendments are substantially similar to amendments also adopted by the Funds. Karpus and the Bulldog/Brooklyn Funds also agreed to withdraw their purported nominees for election as a director/trustee of the Other BlackRock Funds at their upcoming annual meeting of shareholders and to abide by similar “standstill restrictions” with respect to the Other BlackRock Funds until after their 2014 annual meetings of shareholders. The Boards of the Funds believe that the Agreement is in the best interests of the Funds and their shareholders.

     In addition, each of the Other BlackRock Funds has agreed that, if all of the outstanding AMPS of such Other BlackRock Fund have not been redeemed two weeks prior to the date such Other BlackRock Fund mails its proxy materials to shareholders in connection with the Other BlackRock Fund’s 2012 annual meeting of shareholders (each, a “2012 Annual Meeting”), Karpus or the Bulldog/Brooklyn Funds, as applicable (based on the party who submitted the nomination notice), will be entitled to designate an individual (the “Designee”) to be nominated as a director/trustee elected by the preferred shareholders of such Other BlackRock Fund, to serve on the board of directors/trustees of such Other BlackRock Fund, and such Other BlackRock Fund will include the Designee in the Other BlackRock Fund’s proxy materials, and such Other BlackRock Fund’s board of directors/trustees will recommend that the Designee be elected, in connection with its 2012 Annual Meeting if the Designee is reasonably acceptable to the board of directors/trustees of an Other BlackRock Fund and agrees to resign from the board of directors/trustees at such time as all of the AMPS of an Other BlackRock Fund are redeemed. The Other BlackRock Funds are under no obligation to redeem any of the AMPS and any redemption of AMPS will be made only after a determination by the board of directors/trustees of an Other BlackRock Fund that such redemption is in the best interests of all of its shareholders.

     Pursuant to the Agreement, Karpus and the Bulldog/Brooklyn Funds will be reimbursed for up to $150,000 (in the aggregate) of reasonable, documented fees and expenses incurred in connection with the ByLaw lawsuit and their proxy solicitation. Each of the Funds and the Other BlackRock Funds will bear a portion of the cost of such expense reimbursement. The impact on each of the Funds’ and the Other BlackRock Funds’ respective total expense ratio will be less than 1/10th of a basis point.

VOTE REQUIRED AND MANNER OF VOTING PROXIES

     A quorum of shareholders is required to take action at each meeting. For MFL, MFT, MPA and MYF, the holders of a majority of the shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum for purposes of conducting business on such matter. For MHE, the holders of a majority of the shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum for purposes of conducting business on such matter except when the owners of Preferred Shares voting as a separate class are entitled to elect any Board Member, in which case the holders of one-third of the Preferred Shares entitled to vote at a meeting shall constitute a quorum for purposes of such an election. For the remainder of the Funds, the holders of ¹/3 of the shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum for purposes of conducting business on such matter.

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     Except for the Funds listed in the next sentence, the affirmative vote of a plurality of the votes cast with respect to a Board Nominee at a meeting at which a quorum is present is necessary to elect each of the respective Board Nominees under Proposal 1 for each respective Fund. For MFL, MFT, MHE, MPA and MYF, the affirmative vote of a majority of the shares represented at a meeting at which a quorum is present is necessary to elect each of the respective Board Nominees under Proposal 1 for each respective Fund. For the Funds that require a plurality of votes to elect each of the Board Nominees, withhold votes and broker non-votes, if any, will not have an effect on the outcome of Proposal 1. For the Funds that require a majority of votes present to elect each of the Board Nominees, withhold votes will be counted as represented at the meeting and will have the same effect as a vote against Proposal 1 and broker non-votes, if any, will be treated as shares not represented at the meeting and will not have an effect on the outcome of Proposal 1.

     Votes cast by proxy or in person at each meeting will be tabulated by the inspectors of election appointed for that meeting. The inspectors of election will determine whether or not a quorum is present at the meeting. The inspectors of election will treat withhold votes and “broker non-votes” as present for purposes of determining a quorum. Broker non-votes occur when shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter. Preferred Shares of any Fund held in “street name” may be counted for purposes of establishing a quorum of that Fund if no instructions are received one business day before the applicable meeting or, if adjourned, one business day before the day to which the meeting is adjourned.

     If you hold your shares directly (not through a broker-dealer, bank or other financial institution) and if you return a signed and dated proxy card that does not specify how you wish to vote on a proposal, your shares will be voted “FOR” the Board Nominees in Proposal 1.

     Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposal 1 before the meeting. The Funds understand that, under the rules of the New York Stock Exchange, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Proposal 1 is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of Proposal 1. A properly executed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of the proposal.

     If you hold shares of a Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your shares. At the meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a proposal may be deemed to authorize a service provider to vote such shares in favor of the proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but is not required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”

     If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer or service agent specific instructions as to how you want your shares to be voted.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board Members, including a majority of the Independent Board Members, of each Fund have selected Deloitte & Touche LLP (“D&T”) as the independent registered public accounting firm for the Funds.

     A representative of D&T is expected to be present at the meeting. The representative of D&T will have the opportunity to make a statement at the meeting if he desires to do so and is expected to be available to respond to appropriate questions.

     Each Audit Committee has discussed the matters required by the Statement on Auditing Standards No. 114, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.

     Each Audit Committee has received from D&T the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed D&T’s independence with D&T, and has considered the compatibility of non-audit services with the independence of the independent registered public accounting firm.

     Each Audit Committee also reviews and discusses the Fund’s financial statements with Fund management and the independent registered public accounting firm. If any material concerns arise during the course of the audit and the preparation of the audited financial statements mailed to shareholders and included in the Fund’s Annual Report to Shareholders, the Audit Committee would be notified by Fund management or the independent registered public accounting firm. The Audit Committees received no such notifications for any Fund during its most recently completed fiscal year. Following each Audit Committee’s review and discussion of the Fund’s independent registered public accounting firm, pursuant to authority delegated by its respective Board, each Audit Committee approved the respective Fund’s audited financial statements for the Fund’s most recently completed fiscal year (each Fund’s fiscal year end is set forth in Appendix G) for inclusion in each Fund’s Annual Report to Shareholders.

     Appendix G sets forth for each Fund the fees billed by that Fund’s independent registered public accounting firm for the two most recent fiscal years for all audit, non-audit, tax and all other services provided directly to the Fund. The fee information in Appendix G is presented under the following captions:

     (a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses.

     (b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

     (c) Tax Fees—fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.

     (d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

     Each Audit Committee is required to approve all audit engagement fees and terms for its Fund. Each Audit Committee also is required to consider and act upon (i) the provision by the Fund’s independent accountant of any non-audit services to the Fund, and (ii) the provision by the Fund’s

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independent accountant of non-audit services to BlackRock and any entity controlling, controlled by or under common control with BlackRock that provides ongoing services to the Fund (“Affiliated Service Providers”) to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. See Appendix G to this Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s independent registered public accounting firm.

     The Audit Committee of each Fund complies with applicable laws and regulations with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to a Fund on an annual basis require specific pre-approval by the Fund’s Audit Committee. As noted above, the Audit Committee also must approve other non-audit services provided to a Fund and those non-audit services provided to a Fund’s Affiliated Service Providers that relate directly to the operations and financial reporting of a Fund. Each Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, the Audit Committee may pre-approve, without consideration on a specific case-by-case basis (“general pre-approval”), certain permissible non-audit services that the Audit Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent registered public accounting firm. Each service approved subject to general pre-approval is presented to each Audit Committee for ratification at the next regularly scheduled in-person board meeting.

     For each Fund’s two most recently completed fiscal years, there were no services rendered by D&T to the Funds for which the general pre-approval requirement was waived.

     Each Audit Committee has considered the provision of non-audit services that were rendered by D&T to the Fund’s Affiliated Service Providers that were not pre-approved (and did not require pre-approval) in connection with determining such auditor’s independence. All services provided by D&T to each Fund and each Fund’s Affiliated Service Provider that required pre-approval were pre-approved during the Fund’s most recently completed fiscal year.

     The Audit Committee of each Fund consists of the following Board Members:

     Karen P. Robards (Chair);
     Michael J. Castellano;
     Frank J. Fabozzi;
     James T. Flynn; and
     W. Carl Kester.

ADDITIONAL INFORMATION

5% Beneficial Share Ownership

     As of May 23, 2011, to the best of the Funds’ knowledge, the persons listed in Appendix H beneficially owned more than 5% of the outstanding shares of the class of the Funds indicated.

Submission of Shareholder Proposals

     A shareholder proposal intended to be presented at a future meeting of shareholders of a Fund must be received at the offices of the Fund, Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055, in accordance with the timing requirements set forth below. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.

     If a shareholder intends to present a proposal at the 2012 annual meeting of a Fund’s shareholders and desires to have the proposal included in such Fund’s proxy statement and form of proxy for that meeting pursuant to Rule 14a-8 under the Exchange Act, the shareholder must deliver the proposal to the offices of the appropriate Fund by Friday, February 17, 2012. In the event

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a Fund moves the date of its 2012 annual meeting by more than 30 days from the anniversary of its 2011 annual meeting, under current rules, shareholder submissions of proposals for inclusion in such Fund’s proxy statement and proxy card for the 2012 meeting pursuant to Rule 14a-8 under the Exchange Act must be delivered to the Fund a reasonable time before the Fund begins to print and send its proxy materials.

     Shareholders who do not wish to submit a proposal for inclusion in a Fund’s proxy statement and form of proxy for the 2012 annual meeting in accordance with Rule 14a-8 may submit a proposal for consideration at the 2012 annual meeting in accordance with the By-laws of the Fund. The Bylaws for all of the Funds require that advance notice be given to the Fund in the event a shareholder desires to transact any business, including business from the floor, at an annual meeting of shareholders, including the nomination of Board Members. Notice of any such business or nomination must be in writing, comply with the requirements of the By-laws and be received by the Fund between Wednesday, February 29, 2012 and Friday, March 30, 2012. In order for proposals of shareholders made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received at the Fund’s principal executive offices by Wednesday, March 30, 2012. In the event a Fund moves the date of its 2012 annual meeting by more than 25 days from the anniversary of its 2011 annual meeting, shareholders who wish to submit a proposal or nomination for consideration at the 2012 annual meeting in accordance with the advance notice provisions of the By-laws of a Fund must deliver such proposal or nomination not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure of the meeting date was made, whichever comes first. If such proposals are not “timely” within the meaning of Rule 14a-4(c), then proxies solicited by the Board for next year’s annual meeting may confer discretionary authority to the Board to vote on such proposals. Copies of the By-laws of each Fund are available on the EDGAR Database on the SEC’s website at www.sec.gov. Each Fund will also furnish, without charge, a copy of its By-laws to a shareholder upon request. Such requests should be directed to the appropriate Fund at Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055, or by calling toll free at 1-800-441-7762. For further information, please see Appendix E — Standing Committees — Governance and Nominating Committee.

     For all Funds, written proposals (including nominations) and notices should be sent to the Secretary of the Fund, Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055.

Shareholder Communications

     Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary, Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. Shareholders may communicate with the Boards electronically by sending an e-mail to closedendfundsbod@blackrock.com. The communication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Chair of the Governance and Nominating Committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.

     Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Fund’s Chief Compliance Officer (“CCO”), Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.

Expense of Proxy Solicitation

     The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement and costs in connection with the solicitation of proxies will be borne by the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Proxy Statement, also will be borne by the Funds. Costs that are borne by

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the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one or more specific Funds.

     Solicitation may be made by mail, telephone, fax, e-mail or the Internet by officers or employees of BlackRock Advisors, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. The Funds and BlackRock have retained Georgeson Inc. (“Georgeson”), 199 Water Street, 26th Floor, New York, New York, 10038, a proxy solicitation firm, to assist in the printing and distribution of proxy materials and the solicitation and tabulation of proxies. In addition, Broadridge Financial Solutions, Inc. (“Broadridge”), 51 Mercedes Way, Edgewood, NY 11717, will assist the Funds in the distribution of proxy materials. It is anticipated that Georgeson and Broadridge will be paid approximately $92,000 and $638,000, respectively, for such services (including reimbursements of out-of-pocket expenses). Georgeson may solicit proxies personally and by mail, telephone, fax, e-mail or the Internet. Each Fund’s portion of the foregoing expenses is not subject to any cap or voluntary agreement to waive fees and/or reimburse expenses that may otherwise apply to that Fund.

If You Plan to Attend the Annual Meeting

     Attendance at the annual meeting will be limited to Funds’ shareholders as of the Record Date. Each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. Shareholders holding shares in brokerage accounts or by a bank or other nominee may be required to show a brokerage statement or account statement reflecting share ownership as of the Record Date. Cameras, recording devices and other electronic devices will not be permitted at the annual meeting.

     If you are a registered shareholder, you may vote your shares in person by ballot at the annual meeting. If you hold your Common or Preferred Shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting, unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the annual meeting.

Privacy Principles of the Funds

     BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

     If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.

     BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information we receive from your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) information we receive from visits to our websites.

     BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory inquiries or service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.

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     BlackRock may share information with its affiliates to service a Client’s account or to provide Clients with information about other BlackRock products or services that may be of interest to them. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.

General

     Management does not intend to present and does not have reason to believe that any other items of business will be presented at the meeting. However, if other matters are properly presented to the meeting for a vote, the proxies will be voted by the persons named in the enclosed proxy upon such matters in accordance with their judgment of the best interests of the Fund.

     A list of each Fund’s shareholders of record as of the Record Date will be available for inspection at the shareholder meeting.

     Failure of a quorum to be present at any meeting may necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of any meeting to permit further solicitation of proxies with respect to the proposal if they determine that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in person or by proxy and entitled to vote at the time of the meeting to be adjourned. Any adjourned meeting or meetings may be held without the necessity of another notice. The persons named in the enclosed proxy will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable and in the best interests of the Fund’s shareholders. For purposes of determining the presence of a quorum, withhold votes and broker non-votes, if any, will be treated as shares that are present at the meeting.

     Please vote promptly by signing and dating each enclosed proxy card, and if received by mail, returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or over the Internet.

By Order of the Boards,

Ira P. Shapiro
Secretary of the Funds

June 16, 2011

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Appendix A

Fund Information

     The following table lists, with respect to each Fund, the total number of shares outstanding and the managed assets of the Fund on May 31, 2011, the record date for voting at the meeting. All Funds have a policy to encourage Board Members to attend the annual meeting.

Ticker

Fund

Form of Organization

Total Common Shares Outstanding

Total AMPS Shares

Total VRDP Shares

Managed Assets ($) (‘000s)

CYE

BlackRock Corporate High

Yield Fund III, Inc

Maryland Corporation

37,356,898

N/A

N/A

381,717

HYV

BlackRock Corporate High

Yield Fund V, Inc

Maryland Corporation

32,944,087

N/A

N/A

563,702

HYT

BlackRock Corporate High

Yield Fund VI, Inc

Maryland Corporation

35,294,009

N/A

N/A

581,071

COY

BlackRock Corporate High

Yield Fund, Inc

Maryland Corporation

34,754,122

N/A

N/A

331,940

PSW

BlackRock Credit Allocation

Income Trust I, Inc

Maryland Corporation

10,311,941

N/A

N/A

152,349

PSY

BlackRock Credit Allocation

Income Trust II, Inc

Maryland Corporation

40,807,418

N/A

N/A

631,139

DSU

BlackRock Debt Strategies

Fund, Inc

Maryland Corporation

107,815,336

N/A

N/A

616,546

DVF

BlackRock Diversified Income

Strategies Fund, Inc

Maryland Corporation

12,391,892

N/A

N/A

194,619

CII

BlackRock Enhanced Capital and

Income Fund, Inc

Maryland Corporation

44,121,400

N/A

N/A

668,368

EGF

BlackRock Enhanced Government

Fund, Inc

Maryland Corporation

11,578,569

N/A

N/A

250,403

FRB

BlackRock Floating Rate Income

Strategies Fund II, Inc

Maryland Corporation

10,566,785

N/A

N/A

206,290

FRA

BlackRock Floating Rate Income

Strategies Fund, Inc

Maryland Corporation

18,452,269

N/A

N/A

387,755

MUI

BlackRock Muni Intermediate

Duration Fund, Inc.†.

Maryland Corporation

38,034,934

0

2,871

915,299

MNE

BlackRock Muni New York Intermediate

Duration Fund, Inc.†.

Maryland Corporation

4,206,439

1,185

N/A

90,992

MEN

BlackRock MuniEnhanced

Fund, Inc.†

Maryland Corporation

29,453,152

0

1,425

516,617

MUC

BlackRock MuniHoldings California

Quality Fund, Inc.†

Maryland Corporation

40,874,458

10,160

N/A

1,009,960

MUH

BlackRock MuniHoldings

Fund II, Inc.†

Maryland Corporation

11,225,822

2,202

N/A

247,656

MUE

BlackRock MuniHoldings

Quality Fund II, Inc.†

Maryland Corporation

22,422,287

5,240

N/A

482,430

MUS

BlackRock MuniHoldings

Quality Fund, Inc.†

Maryland Corporation

12,955,055

3,480

N/A

285,347

MFL

BlackRock MuniHoldings

Investment Quality Fund†

Massachusetts

Business Trust

37,715,624

10,986

N/A

850,960

MUJ

BlackRock MuniHoldings New Jersey

Quality Fund, Inc.†

Maryland Corporation

21,257,794

6,908

N/A

495,206

MVT

BlackRock MuniVest Fund II, Inc.†

Maryland Corporation

20,680,149

5,600

N/A

488,973

MVF

BlackRock MuniVest Fund, Inc.†.

Maryland Corporation

62,972,135

9,753

N/A

998,670

MZA

BlackRock MuniYield Arizona

Fund, Inc.†

Maryland Corporation

4,563,888

0

373

100,630

MYC

BlackRock MuniYield California

Fund, Inc.†

Maryland Corporation

21,295,255

0

1,059

516,930

MCA

BlackRock MuniYield California

Quality Fund, Inc.†

Maryland Corporation

34,361,200

0

1,665

832,293

MYD

BlackRock MuniYield Fund, Inc.†.

Maryland Corporation

45,934,081

10,058

N/A

994,798

A-1

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Ticker

Fund

Form of Organization

Total Common Shares Outstanding

Total AMPS Shares

Total VRDP Shares

Managed Assets ($) (‘000s)

MYI

BlackRock MuniYield Quality

Fund III, Inc.†

Maryland Corporation

67,531,463

0

3,564

1,430,543

MFT

BlackRock MuniYield Investment

Quality Fund†

Massachusetts

Business Trust

8,463,721

2,261

N/A

183,505

MYF

BlackRock MuniYield Investment

Fund†

Massachusetts

Business Trust

13,577,859

0

594

304,156

MYM

BlackRock MuniYield Michigan

Quality Fund II, Inc.†

Maryland Corporation

12,069,721

0

873

257,602

MIY

BlackRock MuniYield Michigan

Quality Fund, Inc.†

Maryland Corporation

18,206,301

0

1,446

424,146

MYJ

BlackRock MuniYield New Jersey

Fund, Inc.†

Maryland Corporation

14,221,829

0

1,022

318,466

MJI

BlackRock MuniYield New Jersey

Quality Fund, Inc.†

Maryland Corporation

8,841,971

2,579

N/A

195,961

MYN

BlackRock MuniYield New York

Quality Fund, Inc.†

Maryland Corporation

39,453,493

0

2,477

848,642

MPA

BlackRock MuniYield Pennsylvania

Quality Fund†

Massachusetts

Business Trust

11,486,303

0

663

270,329

MQT

BlackRock MuniYield Quality

Fund II, Inc.†

Maryland Corporation

22,437,548

4,663

N/A

455,135

MQY

BlackRock MuniYield Quality

Fund, Inc.†

Maryland Corporation

30,484,353

7,065

N/A

707,816

ARK

BlackRock Senior High Income

Fund, Inc

Maryland Corporation

56,633,957

N/A

N/A

311,043

MHE

The Massachusetts Health &

Education Tax-Exempt Trust†

Massachusetts

Business Trust

2,351,918

370

N/A

49,331

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†	Denotes a Preferred Fund.

A-2

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Appendix B

Compensation of the Board Members

     Each Board Member who is not an “interested person” (as defined in the 1940 Act) (the “Independent Board Members”), is paid an annual retainer of $250,000 per year for his or her services as a Board Member of all BlackRock-advised closed-end funds (the “Closed-End Complex”) that are overseen by the respective director/trustee, and each Board Member may also receive a $10,000 board meeting fee for special unscheduled meetings or meetings in excess of six Board meetings held in a calendar year, together with out-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. In addition, the Chair and Vice Chair of the Board are paid an additional annual retainer of $120,000 and $40,000, respectively. The Chairs of the Audit Committee, Compliance Committee, Governance and Nominating Committee, and Performance Oversight Committee are paid an additional annual retainer of $35,000, $20,000, $10,000, and $20,000, respectively. Each Audit Committee member is paid an additional annual retainer of $25,000. For the year ended December 31, 2010, the Closed-End Complex reimbursed Independent Board Member expenses in an aggregate amount of $38,075. Each Fund shall pay a pro rata portion quarterly (based on relative net assets) of the foregoing Board Member fees paid by the funds in the Closed-End Complex.

     Dr. Gabbay is an interested person of the Funds and serves as an interested Board Member of three groups of BlackRock-advised funds—the Closed-End Complex and two complexes of open-end funds (the “Equity-Liquidity Complex” and the “Equity-Bond Complex”; each such complex, a “BlackRock Fund Complex”). Dr. Gabbay receives for his services as a Board Member of such BlackRock Fund Complexes (i) an annual retainer of $487,500 allocated to the funds in these three BlackRock Fund Complexes, including the Funds, based on their relative net assets and (ii) with respect to each of the two open-end BlackRock Fund Complexes, a Board meeting fee of $3,750 (with respect to meetings of the Equity-Liquidity Complex) and $18,750 (with respect to meetings of the Equity-Bond Complex) to be paid for attendance at each Board meeting up to five Board meetings held in a calendar year by each such complex (compensation for meetings in excess of this number to be determined on a case-by-case basis). Dr. Gabbay is also reimbursed for out-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. Dr. Gabbay’s compensation for serving on the boards of the funds in these BlackRock Fund Complexes (including the Funds) is equal to 75% of each retainer and, as applicable, of each meeting fee (without regard to additional fees paid to Board and Committee chairs) received by the Independent Board Members serving on such boards. The Boards of the Funds or of any other fund in a BlackRock Fund Complex may modify the Board Members’ compensation from time to time depending on market conditions and Dr. Gabbay’s compensation would be impacted by those modifications.

     The Independent Board Members have agreed that a maximum of 50% of each Independent Board Member’s total compensation paid by funds in the Closed-End Complex may be deferred pursuant to the Closed-End Complex’s deferred compensation plan. Under the deferred compensation plan, deferred amounts earn a return for the Independent Board Members as though equivalent dollar amounts had been invested in common shares of certain funds in the Closed-End Complex selected by the Independent Board Members. This has approximately the same economic effect for the Independent Board Members as if they had invested the deferred amounts in such funds in the Closed-End Complex. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of a fund and are recorded as a liability for accounting purposes. A fund may, however, elect to invest in common shares of those funds in the Closed-End Complex selected by the Independent Board Members in order to match its deferred compensation obligation.

B-1

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     The following table sets forth the aggregate compensation, including deferred compensation amounts, paid to each Independent Board Member and Dr. Gabbay by each Fund during its most recently completed fiscal year and by the Closed-End Complex for the most recently completed calendar year. Mr. Davis serves without compensation from the Funds because of his affiliation with BlackRock, Inc. and the BlackRock Advisors.

Fund		Fund’s Fiscal Year End (1)		Richard E. Cavanagh (2)(13)			Frank J. Fabozzi (3)(13)			Kathleen F. Feldstein (4)			R. Glenn Hubbard (5)(11)			G. Nicholas Beckwith, III (6)			James T. Flynn (7)			Jerrold B. Harris (8)(14)			W. Carl Kester (9)(13)			Karen P. Robards (10)(13)(14)			Henry Gabbay (11)(13)			Michael J. Castellano (12)			Fund Total
ARK		28-Feb		$  2,932			$2,338			$2,113			$2,061			$   654			$2,179			$2,008			$2,179			$  2,774			$1,681			$    0			20,919
CII		31-Oct		$  8,447			$6,769			$6,040			$5,817			$2,382			$6,152			$5,763			$6,322			$  8,170			$5,697			$    0			61,559
COY		28-Feb		$  3,105			$2,476			$2,237			$2,182			$   170			$2,308			$2,127			$2,308			$  2,937			$1,784			$    0			21,634
CYE		28-Feb		$  3,371			$2,688			$2,429			$2,369			$   183			$2,506			$2,309			$2,506			$  3,189			$1,939			$    0			23,489
DSU		28-Feb		$     559			$4,464			$4,035			$3,934			$   306			$4,161			$3,834			$4,161			$  5,296			$3,214			$    0			33,964
DVF		31-Aug		$  1,645			$1,312			$1,200			$1,156			$   629			$1,223			$1,112			$1,223			$  1,556			$   983			$    0			12,039
EGF		31-Dec		$  2,732			$2,211			$1,874			$1,805			$   440			$1,909			$1,899			$2,073			$  2,757			$1,446			$    0			19,145
FRA		31-Aug		$  3,414			$2,722			$2,491			$2,399			$1,322			$2,537			$2,307			$2,537			$  3,229			$2,018			$    0			24,977
FRB		28-Feb		$  1,825			$1,455			$1,315			$1,282			$   101			$1,356			$1,250			$1,356			$  1,726			$1,075			$    0			12,741
HYT		31-Aug		$  5,092			$4,060			$3,716			$3,578			$1,953			$3,785			$3,441			$3,785			$  4,817			$3,043			$    0			37,270
HYV		31-Aug		$  4,814			$3,839			$3,513			$3,383			$1,836			$3,578			$3,253			$3,578			$  4,554			$2,888			$    0			35,237
MCA		31-Jul		$  6,649			$5,301			$4,852			$4,672			$3,018			$4,942			$4,493			$4,942			$  6,290			$3,197			$    0			48,356
MEN		30-Apr		$  4,031			$3,271			$2,667			$2,635			$      0			$2,787			$2,885			$3,068			$  4,110			$2,295			$115			27,865
MFL		31-Aug		$  7,047			$5,619			$5,142			$4,952			$2,804			$5,238			$4,762			$5,238			$  6,666			$4,118			$    0			51,586
MFT		31-Jul		$  1,550			$1,236			$1,131			$1,089			$   705			$1,152			$1,048			$1,152			$  1,467			$   743			$    0			11,275
MHE		31-Aug		$     399			$   318			$   291			$   280			$   158			$   296			$   269			$   296			$     377			$   234			$    0			2,919
MIY		31-Jul		$  3,592			$2,864			$2,621			$2,524			$1,636			$2,670			$2,427			$2,670			$  3,398			$1,720			$    0			26,120
MJI		31-Jul		$  1,747			$1,393			$1,275			$1,228			$   796			$1,298			$1,180			$1,298			$  1,653			$   836			$    0			12,704
MNE		31-Jul		$     787			$   628			$   575			$   553			$   356			$   585			$   532			$   585			$     745			$   381			$    0			5,728
MPA		31-Jul		$  2,326			$1,855			$1,698			$1,635			$1,059			$1,729			$1,572			$1,729			$  2,201			$1,115			$    0			16,918
MQT		30-Apr		$  3,559			$2,888			$2,355			$2,326			$      0			$2,461			$2,546			$2,709			$  3,629			$2,021			$101			24,595
MQY		30-Apr		$  5,580			$4,528			$3,693			$3,648			$      0			$3,859			$3,992			$4,247			$  5,688			$3,172			$159			38,566
MUC		31-Jul		$  7,816			$6,231			$5,703			$5,492			$3,545			$5,809			$5,281			$5,809			$  7,393			$3,763			$    0			56,844
MUE		31-Jul		$  3,995			$3,185			$2,915			$2,807			$1,813			$2,969			$2,699			$2,969			$  3,779			$1,923			$    0			29,058
MUH		30-Apr		$  2,059			$1,671			$1,362			$1,346			$      0			$1,424			$1,474			$1,567			$  2,099			$1,175			$  59			14,237
MUI		30-Apr		$  7,155			$5,805			$4,735			$4,682			$      0			$4,952			$5,121			$5,445			$  7,288			$4,104			$210			49,497
MUJ		31-Jul		$  4,285			$3,416			$3,127			$3,011			$1,955			$3,185			$2,895			$3,185			$  4,053			$2,045			$    0			31,156
MUS		30-Apr		$  2,153			$1,747			$1,424			$1,407			$      0			$1,488			$1,540			$1,639			$  2,195			$1,224			$  61			14,879
MVF		31-Aug		$  7,856			$6,264			$5,733			$5,520			$3,104			$5,839			$5,308			$5,839			$  7,431			$4,627			$    0			57,521
MVT		30-Apr		$  3,717			$3,016			$2,459			$2,430			$      0			$2,570			$2,660			$2,829			$  3,789			$2,118			$106			25,693
MYC		31-Jul		$  4,142			$3,302			$3,022			$2,910			$1,883			$3,078			$2,798			$3,078			$  3,918			$1,990			$    0			30,121
MYD		30-Apr		$  7,984			$6,478			$5,281			$5,220			$      0			$5,522			$5,714			$6,076			$  8,137			$4,558			$229			55,199
MYF		31-Jul		$  2,527			$2,015			$1,844			$1,776			$1,146			$1,879			$1,708			$1,879			$  2,391			$1,219			$    0			18,384
MYI		31-Jul		$12,046			$9,604			$8,790			$8,465			$5,458			$8,953			$8,139			$8,953			$11,395			$5,816			$    0			87,618
MYJ		31-Jul		$  2,852			$2,274			$2,081			$2,004			$1,297			$2,120			$1,927			$2,120			$  2,698			$1,369			$    0			20,739
MYM		31-Jul		$  2,209			$1,761			$1,612			$1,552			$1,006			$1,642			$1,493			$1,642			$  2,090			$1,057			$    0			16,065
MYN		31-Jul		$  7,186			$5,730			$5,244			$5,050			$3,259			$5,341			$4,856			$5,341			$  6,798			$3,464			$    0			52,268
MZA		31-Jul		$     815			$   650			$   595			$   573			$   369			$   606			$   551			$   606			$     771			$   394			$    0			5,929
PSW		31-Oct		$  1,380			$1,106			$   984			$   948			$   362			$1,003			$   942			$1,033			$  1,337			$   731			$    0			9,826
PSY		31-Oct		$  5,908			$4,737			$4,217			$4,061			$1,551			$4,295			$4,034			$4,425			$  5,726			$3,122			$    0			42,075

B-2

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Fund		Fund’s Fiscal Year End (1)		Richard E. Cavanagh (2)(13)		Frank J. Fabozzi (3)(13)		Kathleen F. Feldstein (4)		R. Glenn Hubbard (5)(11)		G. Nicholas Beckwith, III (6)		James T. Flynn (7)		Jerrold B. Harris (8)(14)		W. Carl Kester (9)(13)		Karen P. Robards (10)(13)(14)		Henry Gabbay (11)(13)		Michael J. Castellano (12)		Fund Total
Total Compensation
from Closed-End
Complex (15)				$395,000		$320,000		$270,000		$260,000		$62,500		$275,000		$275,000		$300,000		$400,000		$212,500		$0
Number of RICs
in Closed-End
Complex Overseen
by Board Member				95		95		95		95		Resigned		95		95		95		95		95		95

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(1)	Information is for the Fund’s most recent fiscal year.
(2)	Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $452,570 as of December 31, 2010.
(3)	Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $422,019 as of December 31, 2010.
(4)	Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $410,327 as of December 31, 2010.
(5)	Dr. Hubbard previously participated in the deferred compensation plan and is owed $705,827 by the Closed-End Complex as of December 31, 2010 pursuant to such plan.
(6)	Mr. Beckwith resigned from the Boards on March 31, 2010. Mr. Beckwith previously participated in the deferred compensation plan and was paid $395,656 by the Closed-End Complex, the full amount of his deferred compensation, following his resignation.
(7)	Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $547,940 as of December 31, 2010.
(8)	Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $498,128 as of December 31, 2010.
(9)	Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $298,877 as of December 31, 2010.
(10)	Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $286,081 as of December 31, 2010.
(11)	As of December 31, 2010 the Board Member did not participate in the deferred compensation plan.
(12)	Mr. Castellano was appointed to the Board on April 14, 2011. Therefore, for the purposes of this table, he received compensation in the amounts indicated in the table for only those Funds having April 30, 2011 fiscal year ends.
(13)	Each Ad Hoc AMPS Committee member was paid a retainer of $25,000 for the year ended December 31, 2010.
(14)	Each Joint Product Pricing Committee member was paid a retainer of $25,000 for the year ended December 31, 2010.
(15)	Represents the aggregate compensation earned by such persons from the Closed-End Complex during the calendar year ended December 31, 2010. Of this amount, Mr. Cavanagh, Dr. Fabozzi, Dr. Feldstein, Mr. Beckwith, Mr. Flynn, Mr. Harris, Dr. Kester and Ms. Robards deferred $37,000, $59,000, $81,000, $31,250, $137,500, $125,000, $75,000 and $70,000, respectively, pursuant to the Closed-End Complex’s deferred compensation plan. In addition, during the calendar year ended December 31, 2010, Mr. Cavanagh, Dr. Fabozzi, Dr. Feldstein and Dr. Hubbard received $24,857, $7,591, $3,478 and $18,883, respectively, due to deferred compensation payments in connection with fund liquidations.

B-3

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Appendix C

Equity Securities Owned by Board Members and Board Nominees

     The following table shows the amount of equity securities owned by the Board Members and Board Nominees in the Funds that they are nominated to oversee as of May 31, 2011, except as otherwise indicated. No Board Member nor Board Nominee owns Preferred Shares.

Name of Board Member and Board Nominee		Fund Name		Number of Common Shares		Aggregate Dollar Range of Common Shares in Each Fund		Aggregate Dollar Range of Common Shares in All Funds Overseen or To Be Overseen by the Board Member/ Nominee in Closed-End Complex		Number of Share Equivalents (1)		Aggregate Dollar Range of Share Equivalents in Each Fund		Aggregate Dollar Range of Common Shares and Share Equivalents in Closed-End Complex
Interested Board Members and/or Nominees:
Richard S. Davis		BlackRock Debt Strategies		500		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock Diversified		500		$1–$10,000		Over		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Muni New York		1950		$10,001–		Over		—		—		Over
		Intermediate Duration Fund,				$50,000		$100,000						$100,000
		Inc.
		The Massachusetts Health &		500		$1–$10,000		Over		—		—		Over
		Education Tax-Exempt Trust						$100,000						$100,000
Henry Gabbay		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund III, Inc.						$100,000						$100,000
		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund V, Inc.						$100,000						$100,000
		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund VI, Inc.						$100,000						$100,000
		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		100		$1–$10,000		Over		—		—		Over
		Income Trust I, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		100		$1–$10,000		Over		—		—		Over
		Income Trust II, Inc.						$100,000						$100,000
		BlackRock Debt Strategies		100		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock Diversified		100		$1–$10,000		Over		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Enhanced Capital		800		$10,001–		Over		—		—		Over
		and Income Fund, Inc.				$50,000		$100,000						$100,000
		BlackRock Enhanced		100		$1–$10,000		Over		—		—		Over
		Government Fund, Inc.						$100,000						$100,000
		BlackRock Floating Rate		100		$1–$10,000		Over		—		—		Over
		Income Strategies Fund II,						$100,000						$100,000
		Inc.
		BlackRock Floating Rate		100		$1–$10,000		Over		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Muni Intermediate		100		$1–$10,000		Over		—		—		Over
		Duration Fund, Inc.						$100,000						$100,000
		BlackRock Muni New York		1400		$10,001–		Over		—		—		Over
		Intermediate Duration Fund,				$50,000		$100,000						$100,000
		Inc.
		BlackRock MuniEnhanced		100		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000

C-1

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Name of Board Member and Board Nominee		Fund Name		Number of Common Shares		Aggregate Dollar Range of Common Shares in Each Fund		Aggregate Dollar Range of Common Shares in All Funds Overseen or To Be Overseen by the Board Member/ Nominee in Closed-End Complex		Number of Share Equivalents (1)		Aggregate Dollar Range of Share Equivalents in Each Fund		Aggregate Dollar Range of Common Shares and Share Equivalents in Closed-End Complex
Interested Board Members and/or Nominees: (continued)
Henry Gabbay		BlackRock MuniHoldings		840		$10,001–		Over		—		—		Over
(continued)		Fund II, Inc.				$50,000		$100,000						$100,000
		BlackRock MuniHoldings		100		$1–$10,000		Over		—		—		Over
		Investment Quality Fund						$100,000						$100,000
		BlackRock MuniHoldings		100		$1–$10,000		Over		—		—		Over
		Quality Fund II, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		100		$1–$10,000		Over		—		—		Over
		Quality Fund, Inc.						$100,000						$100,000
		BlackRock MuniVest		800		$10,001–		Over		—		—		Over
		Fund II, Inc.				$50,000		$100,000						$100,000
		BlackRock MuniVest Fund,		100		$1–$10,000		Over		—		—		Over
		Inc.						$100,000						$100,000
		BlackRock MuniYield Fund,		100		$1–$10,000		Over		—		—		Over
		Inc.						$100,000						$100,000
		BlackRock MuniYield		100		$1–$10,000		Over		—		—		Over
		Investment Fund						$100,000						$100,000
		BlackRock MuniYield		100		$1–$10,000		Over		—		—		Over
		Investment Quality Fund						$100,000						$100,000
		BlackRock MuniYield New		1500		$10,001–		Over		—		—		Over
		York Quality Fund, Inc.				$50,000		$100,000						$100,000
		BlackRock MuniYield		100		$1–$10,000		Over		—		—		Over
		Quality Fund II, Inc.						$100,000						$100,000
		BlackRock MuniYield		100		$1–$10,000		Over		—		—		Over
		Quality Fund III, Inc.						$100,000						$100,000
		BlackRock MuniYield		100		$1–$10,000		Over		—		—		Over
		Quality Fund, Inc.						$100,000						$100,000
		BlackRock Senior High		100		$1–$10,000		Over		—		—		Over
		Income Fund, Inc.						$100,000						$100,000
Paul L. Audet		—		—		—		—		—		—		—
Independent Board Members and/or Nominees:
Richard E. Cavanagh		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund III, Inc.						$100,000						$100,000
		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund V, Inc.						$100,000						$100,000
		BlackRock Corporate High		100		$1–$10,000		Over		6388.53		$50,001–		Over
		Yield Fund VI, Inc.						$100,000				$100,000		$100,000
		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		100		$1–$10,000		Over		—		—		Over
		Income Trust I, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		100		$1–$10,000		Over		5095.55		$50,001–		Over
		Income Trust II, Inc.						$100,000				$100,000		$100,000
		BlackRock Debt Strategies		100		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock Diversified		100		$1–$10,000		Over		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Enhanced Capital		261		$1–$10,000		Over		—		—		Over
		and Income Fund, Inc.						$100,000						$100,000
		BlackRock Enhanced		100		$1–$10,000		Over		—		—		Over
		Government Fund, Inc.						$100,000						$100,000
		BlackRock Floating Rate		100		$1–$10,000		Over		—		—		Over
		Income Strategies Fund II,						$100,000						$100,000
		Inc.

C-2

---

Name of Board Member and Board Nominee		Fund Name		Number of Common Shares		Aggregate Dollar Range of Common Shares in Each Fund		Aggregate Dollar Range of Common Shares in All Funds Overseen or To Be Overseen by the Board Member/ Nominee in Closed-End Complex		Number of Share Equivalents (1)		Aggregate Dollar Range of Share Equivalents in Each Fund		Aggregate Dollar Range of Common Shares and Share Equivalents in Closed-End Complex
Independent Board Members and/or Nominees: (continued)
Richard E. Cavanagh		BlackRock Floating Rate		100		$1–$10,000		Over		—		—		Over
(continued)		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Muni Intermediate		100		$1–$10,000		Over		—		—		Over
		Duration Fund, Inc.						$100,000						$100,000
		BlackRock Muni New York		100		$1–$10,000		Over		—		—		Over
		Intermediate Duration						$100,000						$100,000
		Fund, Inc.
		BlackRock MuniEnhanced		100		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		100		$1–$10,000		Over		—		—		Over
		California Quality Fund, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		100		$1–$10,000		Over		—		—		Over
		Fund II, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		100		$1–$10,000		Over		—		—		Over
		Investment Quality Fund						$100,000						$100,000
		BlackRock MuniHoldings		100		$1–$10,000		Over		—		—		Over
		Quality Fund II, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		100		$1–$10,000		Over		—		—		Over
		Quality Fund, Inc.						$100,000						$100,000
		BlackRock MuniVest		100		$1–$10,000		Over		—		—		Over
		Fund II, Inc.						$100,000						$100,000
		BlackRock MuniVest		100		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniYield		100		$1–$10,000		Over		—		—		Over
		California Quality Fund, Inc.						$100,000						$100,000
		BlackRock MuniYield		100		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniYield		100		$1–$10,000		Over		—		—		Over
		Investment Quality Fund						$100,000						$100,000
		BlackRock MuniYield		100		$1–$10,000		Over		—		—		Over
		New Jersey Fund, Inc.						$100,000						$100,000
		BlackRock MuniYield Quality		100		$1–$10,000		Over		—		—		Over
		Fund II, Inc.						$100,000						$100,000
		BlackRock MuniYield Quality		100		$1–$10,000		Over		—		—		Over
		Fund III, Inc.						$100,000						$100,000
		BlackRock MuniYield Quality		100		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock Senior High		100		$1–$10,000		Over		—		—		Over
		Income Fund, Inc.						$100,000						$100,000
		The Massachusetts Health &		100		$1–$10,000		Over		—		—		Over
		Education Tax-Exempt Trust						$100,000						$100,000
Michael J. Castellano		BlackRock Corporate High		1400		$10,001–		Over		—		—		Over
		Yield Fund, Inc.				$50,000		$100,000						$100,000
		BlackRock Credit Allocation		1100		$10,001–		Over		—		—		Over
		Income Trust II, Inc.				$50,000		$100,000						$100,000
		BlackRock MuniYield		1500		$10,001–		Over		—		—		Over
		New Jersey Fund, Inc.				$50,000		$100,000						$100,000
Frank J. Fabozzi		BlackRock Corporate High		10		$1–$10,000		$50,001–		—		—		Over
		Yield Fund III, Inc.						$100,000						$100,000
		BlackRock Corporate High		10		$1–$10,000		$50,001–		—		—		Over
		Yield Fund V, Inc.						$100,000						$100,000
		BlackRock Corporate High		—		—		$50,001–		5888.24		$50,001–		Over
		Yield Fund VI, Inc.						$100,000				$100,000		$100,000

C-3

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Name of Board Member and Board Nominee		Fund Name		Number of Common Shares		Aggregate Dollar Range of Common Shares in Each Fund		Aggregate Dollar Range of Common Shares in All Funds Overseen or To Be Overseen by the Board Member/ Nominee in Closed-End Complex		Number of Share Equivalents (1)		Aggregate Dollar Range of Share Equivalents in Each Fund		Aggregate Dollar Range of Common Shares and Share Equivalents in Closed-End Complex
Independent Board Members and/or Nominees: (continued)
Frank J. Fabozzi		BlackRock Corporate High		10		$1–$10,000		$50,001–		—		—		Over
(continued)		Yield Fund, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		10		$1–$10,000		$50,001–		—		—		Over
		Income Trust I, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		—		—		$50,001–		4762.87		$10,001–		Over
		Income Trust II, Inc.						$100,000				$50,000		$100,000
		BlackRock Debt Strategies		10		$1–$10,000		$50,001–		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock Diversified		10		$1–$10,000		$50,001–		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Enhanced		10		$1–$10,000		$50,001–		—		—		Over
		Government Fund, Inc.						$100,000						$100,000
		BlackRock Floating Rate		10		$1–$10,000		$50,001–		—		—		Over
		Income Strategies Fund II,						$100,000						$100,000
		Inc.
		BlackRock Floating Rate		10		$1–$10,000		$50,001–		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Muni Intermediate		10		$1–$10,000		$50,001–		—		—		Over
		Duration Fund, Inc.						$100,000						$100,000
		BlackRock MuniEnhanced		10		$1–$10,000		$50,001–		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		10		$1–$10,000		$50,001–		—		—		Over
		Fund II, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		10		$1–$10,000		$50,001–		—		—		Over
		Quality Fund II, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		10		$1–$10,000		$50,001–		—		—		Over
		Quality Fund, Inc.						$100,000						$100,000
		BlackRock MuniVest		10		$1–$10,000		$50,001–		—		—		Over
		Fund II, Inc.						$100,000						$100,000
		BlackRock MuniVest		10		$1–$10,000		$50,001–		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniYield		10		$1–$10,000		$50,001–		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniYield		10		$1–$10,000		$50,001–		—		—		Over
		Pennsylvania Quality Fund						$100,000						$100,000
		BlackRock MuniYield Quality		10		$1–$10,000		$50,001–		—		—		Over
		Fund II, Inc.						$100,000						$100,000
		BlackRock MuniYield Quality		10		$1–$10,000		$50,001–		—		—		Over
		Fund III, Inc.						$100,000						$100,000
		BlackRock MuniYield Quality		10		$1–$10,000		$50,001–		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock Senior High		10		$1–$10,000		$50,001–		—		—		Over
		Income Fund, Inc.						$100,000						$100,000
Kathleen F. Feldstein		BlackRock Corporate High		—		—		$10,001–		5759.58		$50,001–		Over
		Yield Fund VI, Inc.						$50,000				$100,000		$100,000
		BlackRock Credit Allocation		—		—		$10,001–		5347.49		$50,001–		Over
		Income Trust II, Inc.						$50,000				$100,000		$100,000
James T. Flynn		BlackRock Corporate High		—		—		Over		7722.30		$50,001–		Over
		Yield Fund VI, Inc.						$100,000				$100,000		$100,000
		BlackRock Credit Allocation		—		—		Over		7683.71		$50,001–		Over
		Income Trust II, Inc.						$100,000				$100,000		$100,000

C-4

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Name of Board Member and Board Nominee		Fund Name		Number of Common Shares		Aggregate Dollar Range of Common Shares in Each Fund		Aggregate Dollar Range of Common Shares in All Funds Overseen or To Be Overseen by the Board Member/ Nominee in Closed-End Complex		Number of Share Equivalents (1)		Aggregate Dollar Range of Share Equivalents in Each Fund		Aggregate Dollar Range of Common Shares and Share Equivalents in Closed-End Complex
Independent Board Members and/or Nominees: (continued)
Jerrold B. Harris		BlackRock Corporate High		147.494		$1–$10,000		Over		—		—		Over
		Yield Fund III, Inc.						$100,000						$100,000
		BlackRock Corporate High		147.24		$1–$10,000		Over		—		—		Over
		Yield Fund V, Inc.						$100,000						$100,000
		BlackRock Corporate High		146.441		$1–$10,000		Over		7074.96		$50,001–		Over
		Yield Fund VI, Inc.						$100,000				$100,000		$100,000
		BlackRock Corporate High		146.636		$1–$10,000		Over		—		—		Over
		Yield Fund, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		141.158		$1–$10,000		Over		—		—		Over
		Income Trust I, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		143.357		$1–$10,000		Over		7050.34		$50,001–		Over
		Income Trust II, Inc.						$100,000				$100,000		$100,000
		BlackRock Debt Strategies		147.921		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock Diversified		147.315		$1–$10,000		Over		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Enhanced Capital		407.81867		$1–$10,000		Over		—		—		Over
		and Income Fund, Inc.						$100,000						$100,000
		BlackRock Enhanced		125.868		$1–$10,000		Over		—		—		Over
		Government Fund, Inc.						$100,000						$100,000
		BlackRock Floating Rate		135.688		$1–$10,000		Over		—		—		Over
		Income Strategies Fund II,						$100,000						$100,000
		Inc.
		BlackRock Floating Rate		133.134		$1–$10,000		Over		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Muni Intermediate		100		$1–$10,000		Over		—		—		Over
		Duration Fund, Inc.						$100,000						$100,000
		BlackRock MuniEnhanced		122.837		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		124.545		$1–$10,000		Over		—		—		Over
		Fund II, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		123.296		$1–$10,000		Over		—		—		Over
		Quality Fund II, Inc.						$100,000						$100,000
		BlackRock MuniHoldings		121.89		$1–$10,000		Over		—		—		Over
		Quality Fund, Inc.						$100,000						$100,000
		BlackRock MuniVest		126.351		$1–$10,000		Over		—		—		Over
		Fund II, Inc.						$100,000						$100,000
		BlackRock MuniVest		124.47		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniYield		124.146		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniYield Quality		122.018		$1–$10,000		Over		—		—		Over
		Fund II, Inc.						$100,000						$100,000
		BlackRock MuniYield Quality		122.936		$1–$10,000		Over		—		—		Over
		Fund III, Inc.						$100,000						$100,000
		BlackRock MuniYield Quality		122.497		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock Senior High		138.328		$1–$10,000		Over		—		—		Over
		Income Fund, Inc.						$100,000						$100,000
R. Glenn Hubbard		BlackRock Corporate High		—		—		$50,001–		9905.87		Over		Over
		Yield Fund VI, Inc.						$100,000				$100,000		$100,000
		BlackRock Credit Allocation		—		—		$50,001–		7250.02		$50,001–		Over
		Income Trust II, Inc.						$100,000				$100,000		$100,000

C-5

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Name of Board Member and Board Nominee		Fund Name		Number of Common Shares		Aggregate Dollar Range of Common Shares in Each Fund		Aggregate Dollar Range of Common Shares in All Funds Overseen or To Be Overseen by the Board Member/ Nominee in Closed-End Complex		Number of Share Equivalents (1)		Aggregate Dollar Range of Share Equivalents in Each Fund		Aggregate Dollar Range of Common Shares and Share Equivalents in Closed-End Complex
Independent Board Members and/or Nominees: (continued)
W. Carl Kester		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund III, Inc.						$100,000						$100,000
		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund V, Inc.						$100,000						$100,000
		BlackRock Corporate High		—		—		Over		4212.16		$50,001–		Over
		Yield Fund VI, Inc.						$100,000				$100,000		$100,000
		BlackRock Corporate High		100		$1–$10,000		Over		—		—		Over
		Yield Fund, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		100		$1–$10,000		Over		—		—		Over
		Income Trust I, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		100		$1–$10,000		Over		4191.12		$10,001–		Over
		Income Trust II, Inc.						$100,000				$50,000		$100,000
		BlackRock Debt Strategies		100		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock Diversified		100		$1–$10,000		Over		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Enhanced Capital		1808		$10,001–		Over		—		—		Over
		and Income Fund, Inc.				$50,000		$100,000						$100,000
		BlackRock Enhanced		1000		$10,001–		Over		—		—		Over
		Government Fund, Inc.				$50,000		$100,000						$100,000
		BlackRock Floating Rate		100		$1–$10,000		Over		—		—		Over
		Income Strategies						$100,000						$100,000
		Fund II, Inc.
		BlackRock Floating Rate		100		$1–$10,000		Over		—		—		Over
		Income Strategies Fund, Inc.						$100,000						$100,000
		BlackRock Senior High		1000		$1–$10,000		Over		—		—		Over
		Income Fund, Inc.						$100,000						$100,000
		The Massachusetts Health &		500		$1–$10,000		Over		—		—		Over
		Education Tax-Exempt Trust						$100,000						$100,000
Karen P. Robards		BlackRock Corporate High		—		—		Over		4087.77		$10,001–		Over
		Yield Fund VI, Inc.						$100,000				$50,000		$100,000
		BlackRock Credit Allocation		675		$1–$10,000		Over		—		—		Over
		Income Trust I, Inc.						$100,000						$100,000
		BlackRock Credit Allocation		690		$1–$10,000		Over		3860.74		$10,001–		Over
		Income Trust II, Inc.						$100,000				$50,000		$100,000
		BlackRock Enhanced Capital		1778		$10,001–		Over		—		—		Over
		and Income Fund, Inc.				$50,000		$100,000						$100,000
		BlackRock Muni Intermediate		1000		$10,001–		Over		—		—		Over
		Duration Fund, Inc.				$50,000		$100,000						$100,000
		BlackRock MuniEnhanced		500		$1–$10,000		Over		—		—		Over
		Fund, Inc.						$100,000						$100,000
		BlackRock MuniYield		400		$1–$10,000		Over		—		—		Over
		Investment Fund						$100,000						$100,000
		BlackRock MuniYield		400		$1–$10,000		Over		—		—		Over
		Quality Fund III, Inc.						$100,000						$100,000

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(1)

Represents, as of May 31, 2011, the approximate number of share equivalents owned under the deferred compensation plan in the funds in the Closed-End Complex by certain Independent Board Members who have participated in the deferred compensation plan. Under the deferred compensation plan, BlackRock International Growth and Income Trust, BlackRock Enhanced Equity Dividend Trust, BlackRock Energy and Resources Trust, BlackRock Floating Rate Income Trust, BlackRock Limited Duration Income Trust, BlackRock Credit Allocation Income Trust IV, BlackRock Corporate High Yield Fund VI, Inc. and BlackRock Credit Allocation Income Trust II, Inc. are eligible investments.

     As of May 31, 2011, all Board Members, Board Nominees and officers as a group owned less than 1% of the outstanding shares of each Fund which they oversee (or are nominated to oversee).

     None of the Independent Board Members nor their family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock as of May 31, 2011.

C-6

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Appendix D

Meetings of the Boards

     During the most recent full fiscal year for each Fund listed in the table below, the Board met the following number of times:

Fund Name	Ticker		Fiscal Year End		# of Board Meetings
BlackRock Senior High Income Fund, Inc.	ARK		28-Feb		5
BlackRock Enhanced Capital and Income Fund, Inc.	CII		31-Oct		5
BlackRock Corporate High Yield Fund, Inc.	COY		28-Feb		5
BlackRock Corporate High Yield Fund III, Inc.	CYE		28-Feb		5
BlackRock Debt Strategies Fund, Inc.	DSU		28-Feb		5
BlackRock Diversified Income Strategies Fund, Inc.	DVF		31-Aug		4
BlackRock Enhanced Government Fund, Inc.	EGF		31-Dec		5
BlackRock Floating Rate Income Strategies Fund, Inc.	FRA		31-Aug		4
BlackRock Floating Rate Income Strategies Fund II, Inc.	FRB		28-Feb		5
BlackRock Corporate High Yield Fund VI, Inc.	HYT		31-Aug		4
BlackRock Corporate High Yield Fund V, Inc.	HYV		31-Aug		4
BlackRock MuniYield California Quality Fund, Inc.	MCA		31-Jul		5
BlackRock MuniEnhanced Fund, Inc.	MEN		30-Apr		5
BlackRock MuniHoldings Investment Quality Fund	MFL		31-Aug		4
BlackRock MuniYield Investment Quality Fund	MFT		31-Jul		5
The Massachusetts Health & Education Tax-Exempt Trust	MHE		31-Aug		4
BlackRock MuniYield Michigan Quality Fund, Inc.	MIY		31-Jul		5
BlackRock MuniYield New Jersey Quality Fund, Inc.	MJI		31-Jul		5
BlackRock Muni New York Intermediate Duration Fund, Inc.	MNE		31-Jul		5
BlackRock MuniYield Pennsylvania Quality Fund	MPA		31-Jul		5
BlackRock MuniYield Quality Fund II, Inc.	MQT		30-Apr		5
BlackRock MuniYield Quality Fund, Inc.	MQY		30-Apr		5
BlackRock MuniHoldings California Quality Fund, Inc.	MUC		31-Jul		5
BlackRock MuniHoldings Quality Fund II, Inc.	MUE		31-Jul		5
BlackRock MuniHoldings Fund II, Inc.	MUH		30-Apr		5
BlackRock Muni Intermediate Duration Fund, Inc.	MUI		30-Apr		5
BlackRock MuniHoldings New Jersey Quality Fund, Inc.	MUJ		31-Jul		5
BlackRock MuniHoldings Quality Fund, Inc.	MUS		30-Apr		5
BlackRock MuniVest Fund, Inc.	MVF		31-Aug		4
BlackRock MuniVest Fund II, Inc.	MVT		30-Apr		5
BlackRock MuniYield California Fund, Inc.	MYC		31-Jul		5
BlackRock MuniYield Fund, Inc.	MYD		30-Apr		5
BlackRock MuniYield Investment Fund	MYF		31-Jul		5
BlackRock MuniYield Quality Fund III, Inc.	MYI		31-Jul		5
BlackRock MuniYield New Jersey Fund, Inc.	MYJ		31-Jul		5
BlackRock MuniYield Michigan Quality Fund II, Inc.	MYM		31-Jul		5
BlackRock MuniYield New York Quality Fund, Inc.	MYN		31-Jul		5
BlackRock MuniYield Arizona Fund, Inc.	MZA		31-Jul		5
BlackRock Credit Allocation Income Trust I, Inc.	PSW		31-Oct		5
BlackRock Credit Allocation Income Trust II, Inc.	PSY		31-Oct		5

D-1

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Appendix E

Standing and Other Operating Committees of the Boards

     The business and affairs of each Fund are managed by or under the direction of its Board.

     Standing Committees. The Board of each Fund has established the following standing committees:

     Audit Committee. Each Board has a standing Audit Committee composed of Karen P. Robards (Chair), Michael J. Castellano, Frank J. Fabozzi, James T. Flynn and W. Carl Kester, all of whom are Independent Board Members. The principal responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibilities relating to the accounting and financial reporting polices and practices of the Fund. The Audit Committee’s responsibilities include, without limitation: (i) approving the selection, retention, termination and compensation of the Fund’s independent registered public accounting firm (the “independent auditors”) and evaluating the independence and objectivity of the independent auditors; (ii) approving all audit engagement terms and fees for the Fund; (iii) reviewing the conduct and results of each audit; (iv) reviewing any issues raised by the independent auditor or management regarding the accounting or financial reporting policies and practices of the Fund, its internal controls, and, as appropriate, the internal controls of certain service providers and management’s response to any such issues; (v) reviewing and discussing the Fund’s audited and unaudited financial statements and disclosure in the Fund’s shareholder reports relating to the Fund’s performance; (vi) assisting the Board in considering the performance of the Fund’s internal audit function provided by its investment adviser, administrator, pricing agent or other service provider; and (vii) resolving any disagreements between Fund management and the independent auditors regarding financial reporting.

     A copy of the Audit Committee Charter for each Fund can be found in the “Corporate Governance” section of the BlackRock Closed-End Fund website at www.blackrock.com.

     Governance and Nominating Committee. Each Board has a standing Governance and Nominating Committee (the “Governance Committee”) composed of R. Glenn Hubbard (Chair), Richard E. Cavanagh, Kathleen F. Feldstein and Jerrold B. Harris, all of whom are Independent Board Members.

     The principal responsibilities of the Governance Committee are: (i) identifying individuals qualified to serve as Independent Board Members and recommending Independent Board Nominees for election by shareholders or appointment by the Board; (ii) advising the Board with respect to Board composition, procedures and committees (other than the Audit Committee); (iii) overseeing periodic self-assessments of the Board and committees of the Board (other than the Audit Committee); (iv) reviewing and making recommendations in respect of Independent Board Member compensation; (v) monitoring corporate governance matters and making recommendations in respect thereof to the Board; and (vi) acting as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to the Independent Board Members.

     The Governance Committee of each Board seeks to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so that the Board will be better suited to fulfill its responsibility of overseeing the Fund’s activities. In so doing, the Governance Committee reviews the size of the Board, the ages of the current Board Members and their tenure on the Board, and the skills, background and experiences of the Board Members in light of the issues facing the Fund in determining whether one or more new Board Members should be added to the Board. The Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance Committee believes that the Board Members as a group possess the array of skills, experiences and backgrounds necessary to guide the Fund. The Board Members’ biographies included in the Proxy Statement highlight the diversity and breadth of skills, qualifications and expertise that the Board Members bring to the Fund.

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     Each Governance Committee may consider nominations for Board Members made by the Fund’s shareholders as it deems appropriate. Under each Fund’s By-laws, shareholders must follow certain procedures to nominate a person for election as a Board Member at an annual or special meeting, or to introduce an item of business at an annual meeting. Under these advance notice procedures, shareholders must submit the proposed nominee or item of business by delivering a notice to the Secretary of the Funds at their principal executive offices. Each Fund must receive notice of a shareholder’s intention to introduce a nomination or proposed item of business for an annual meeting not less than 120 days nor more than 150 days before the anniversary of the prior year’s meeting. Assuming that the 2012 annual meeting of a Fund is held within 25 days of July 28, 2012, the Fund must receive notice pertaining to the 2012 annual meeting of shareholders no earlier than Wednesday, February 29, 2012 and no later than Friday, March 30, 2012. However, if a Fund holds its 2012 annual meeting on a date that is not within 25 days before or after July 28, 2012, such Fund must receive the notice no later than ten days after the earlier of the date the Fund first provides notice of the meeting to shareholders or announces it publicly.

     Each Fund’s By-laws provide that notice of a proposed nomination must include certain information about the shareholder and the nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business, and certain other information about the shareholder.

     Further, each Fund has adopted Board Member qualification requirements which can be found in each Fund’s By-laws and are applicable to all Board Members that may be nominated, elected, appointed, qualified or seated to serve as Board Members. The qualification requirements include: (i) age limits; (ii) limits on service on other boards; (iii) restrictions on relationships with investment advisers other than BlackRock; and (iv) character and fitness requirements. Additionally, each Independent Board Member must not be an “interested person” of the Fund as defined under Section 2(a)(19) of the 1940 Act and may not be or have certain relationships with a shareholder owning more than five percent of the Fund’s voting securities or owning other percentage ownership interests in registered investment companies. Reference is made to each Fund’s By-laws for more details.

     A copy of the Governance Committee Charter for each Fund can be found in the “Corporate Governance” section of the BlackRock Closed-End Fund website at www.blackrock.com.

     Compliance Committee. Each Fund has a Compliance Committee composed of Jerrold B. Harris (Chair), Richard E. Cavanagh, Kathleen F. Feldstein and R. Glenn Hubbard, all of whom are Independent Board Members. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility with respect to the oversight of regulatory and fiduciary compliance matters involving the Fund, the fund-related activities of BlackRock, and any subadvisor and the Fund’s other third party service providers. The Compliance Committee’s responsibilities include, without limitation: (i) overseeing the compliance policies and procedures of the Fund and its service providers; (ii) reviewing information on and, where appropriate, recommending policies concerning the Fund’s compliance with applicable law; (iii) reviewing information on any significant correspondence with or other actions by regulators or governmental agencies with respect to the Fund and any employee complaints or published reports that raise concerns regarding compliance matters; and (iv) reviewing reports from and making certain recommendations in respect of the Fund’s Chief Compliance Officer, including, without limitation, determining the amount and structure of the Chief Compliance Officer’s compensation. Each Board has adopted a written charter for each Compliance Committee.

     Performance Oversight Committee. Each Fund has a Performance Oversight Committee composed of Frank J. Fabozzi (Chair), Michael J. Castellano, Richard E. Cavanagh, Kathleen F. Feldstein, James T. Flynn, Jerrold B. Harris, R. Glenn Hubbard, W. Carl Kester and Karen P. Robards, all of whom are Independent Board Members. The Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee the Fund’s investment performance relative to the Fund’s investment objective(s), policies and practices. The Performance Oversight

E-2

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Committee’s responsibilities include, without limitation: (i) reviewing the Fund’s investment objective(s), policies and practices; (ii) recommending to the Board any required action in respect of changes in fundamental and non-fundamental investment restrictions; (iii) reviewing information on appropriate benchmarks and competitive universes; (iv) reviewing the Fund’s investment performance relative to such benchmarks; (v) reviewing information on unusual or exceptional investment matters; (vi) reviewing whether the Fund has complied with its investment polices and restrictions; and (vii) overseeing policies, procedures and controls regarding valuation of the Fund’s investments. The Boards have adopted a written charter for each Performance Oversight Committee.

     Executive Committee. Each Fund has an Executive Committee composed of Richard E. Cavanagh and Karen P. Robards, both of whom are Independent Board Members, and Richard S. Davis, who serves as an interested Board Member. Mr. Davis advised the Board of his decision not to stand for re-election as a Board Member at the joint annual meeting of shareholders. If elected to the Board, it is anticipated that Paul L. Audet will join the Executive Committee. The principal responsibilities of the Executive Committee include, without limitation: (i) acting on routine matters between meetings of the Board; (ii) acting on such matters as may require urgent action between meetings of the Board; and (iii) exercising such other authority as may from time to time be delegated to the Executive Committee by the Board. The Boards have adopted a written charter for each Executive Committee.

Other Operating Committees. The Funds also have adopted the following ad hoc committees.

     Ad Hoc AMPS Committee. Each AMPS Fund has an ad hoc Committee on Auction Market Preferred Shares (the “AMPS Committee”) composed of Richard E. Cavanagh (Chair), Karen P. Robards, Frank J. Fabozzi, Henry Gabbay and W. Carl Kester. Since February 2008, most auction rate preferred shares, including the AMPS, have been unable to hold successful auctions and AMPS holders have faced reduced liquidity. The AMPS Committee was formed to monitor issues arising from recent market turmoil and oversee efforts to address the effects of reduced AMPS liquidity on each Fund and to evaluate the liquidity considerations of the AMPS holders, each in a manner consistent with each Fund’s and its shareholders’ best interests and investment strategies. As of the date of this Proxy Statement, the AMPS Committee has met 18 times in the last calendar year and 51 times since its formation. As of the date of this Proxy Statement, the total amount of announced redemptions of auction market preferred shares across the Closed-End Complex, including the AMPS Funds, equaled $5.57 billion, which represents approximately 56.7% of all auction market preferred shares outstanding for the Closed-End Complex as of February 2008. The AMPS Funds are currently exploring alternative forms of leverage in order to provide liquidity to holders of AMPS, including, among other things, the issuance of VRDP Shares, a relatively new form of preferred stock that includes a put feature, which makes the securities eligible for purchase by money market funds. Thus far, 12 BlackRock Closed-End Funds have issued VRDP Shares and redeemed their AMPS. The Funds continue to explore the use of additional alternative forms of leverage such as tender option bonds and alternative forms of preferred stock (including VRDP Shares) which have been successfully used in some form by certain BlackRock Closed-End Funds.

     Each Audit Committee, each Governance Committee, each Compliance Committee, each Performance Oversight Committee, each Executive Committee and each AMPS Committee met the following number of times for each Fund’s most recent fiscal year:

Fund	Fiscal Year End	Number of Audit Committee Meetings	Number of Governance and Nominating Committee Meetings	Number of Compliance Committee Meetings	Number of Performance Oversight Committee Meetings	Number of Executive Committee Meetings	Number of Ad Hoc AMPS Committee Meetings
ARK	28-Feb	9	4	7	4	4	N/A
CII	31-Oct	6	4	7	4	2	N/A
COY	28-Feb	9	4	7	4	4	N/A
CYE	28-Feb	9	4	7	4	4	N/A
DSU	28-Feb	9	4	7	4	4	N/A
DVF	31-Aug	5	3	6	3	1	14
EGF	31-Dec	7	4	7	4	3	N/A

E-3

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Fund	Fiscal Year End	Number of Audit Committee Meetings	Number of Governance and Nominating Committee Meetings	Number of Compliance Committee Meetings	Number of Performance Oversight Committee Meetings	Number of Executive Committee Meetings	Number of Ad Hoc AMPS Committee Meetings
FRA	31-Aug	5	3	6	3	1	14
FRB	28-Feb	9	4	7	4	4	N/A
HYT	31-Aug	5	3	6	3	1	14
HYV	31-Aug	5	3	6	3	1	14
MCA	31-Jul	5	4	6	4	2	13
MEN	30-Apr	10	6	7	4	4	17
MFL	31-Aug	5	3	6	3	2	14
MFT	31-Jul	5	4	6	4	1	13
MHE	31-Aug	5	3	6	3	1	14
MIY	31-Jul	5	4	6	4	2	13
MJI	31-Jul	5	4	6	4	1	13
MNE	31-Jul	5	4	6	4	1	13
MPA	31-Jul	5	4	6	4	1	13
MQT	30-Apr	10	6	7	4	4	17
MQY	30-Apr	10	6	7	4	4	17
MUC	31-Jul	5	4	6	4	2	13
MUE	31-Jul	5	4	6	4	2	13
MUH	30-Apr	10	6	7	4	4	17
MUI	30-Apr	10	6	7	4	5	17
MUJ	31-Jul	5	4	6	4	2	13
MUS	30-Apr	10	6	7	4	4	17
MVF	31-Aug	5	3	6	3	1	14
MVT	30-Apr	10	6	7	4	4	17
MYC	31-Jul	5	4	6	4	1	13
MYD	30-Apr	10	6	7	4	5	17
MYF	31-Jul	5	4	6	4	1	13
MYI	31-Jul	5	4	6	4	2	13
MYJ	31-Jul	5	4	6	4	1	13
MYM	31-Jul	5	4	6	4	1	13
MYN	31-Jul	5	4	6	4	1	13
MZA	31-Jul	5	4	6	4	1	13
PSW	31-Oct	6	4	7	4	2	15
PSY	31-Oct	6	4	7	4	3	15

     Joint Product Pricing Committee. The Boards of the Equity-Liquidity Complex, the Equity-Bond Complex and the Closed-End Complex established the ad hoc Joint Product Pricing Committee composed of nine members drawn from the members serving on the Boards of these BlackRock Fund Complexes. Karen P. Robards and Jerrold B. Harris currently are members of the Joint Product Pricing Committee representing the Closed-End Complex. Five Independent Board Members representing the Equity-Bond Complex and two Independent Board Members representing the Equity-Liquidity Complex serve on the Joint Product Pricing Committee. The Joint Product Pricing Committee is chaired by John F. O’Brien. The purpose of the Joint Product Pricing Committee is to review the components and pricing structure of the non-money market funds in the BlackRock Fund Complexes. The Joint Product Pricing Committee was formed on June 4, 2009, and for the calendar year 2010, the Joint Product Pricing Committee met 10 times.

E-4

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Appendix F

Executive Officers of the Funds

     The executive officers of each Fund, their address, their year of birth and their principal occupations during the past five years (their titles may have varied during that period) are shown in the table below.

     Each executive officer is an “interested person” of the Funds (as defined in the 1940 Act) by virtue of that individual’s position with BlackRock or its affiliates described in the table below.

Information Pertaining to the Executive Officers

Name, Address and Year of Birth		Position(s) Held with Fund		Term of Office and Length of Time Served		Principal Occupations(s) During Past 5 Years
John Perlowski		President and		Annual; Since		Managing Director of BlackRock, Inc. since 2009; Global
55 East 52nd Street		Chief Executive		2011		Head of BlackRock Fund Administration since 2009;
New York, NY 10055		Officer*				Managing Director and Chief Operating Officer of the
						Global Product Group at Goldman Sachs Asset
1964						Management, L.P. from 2003 to 2009; Treasurer of
						Goldman Sachs Mutual Funds from 2003 to 2009 and
						Senior Vice President thereof from 2007; Director of
						Goldman Sachs Offshore Funds from 2002 to 2009.
Anne Ackerley		Vice President		Annual; Since		Managing Director of BlackRock, Inc. since 2000;
55 East 52nd Street				2007		President and Chief Executive Officer of the BlackRock-
New York, NY 10055						advised funds from 2009 to 2011; Vice President of the
						BlackRock-advised funds from 2007 to 2009; Chief
1962						Operating Officer of BlackRock’s Global Client Group
						since 2009; Chief Operating Officer of BlackRock’s U.S.
						Retail Group from 2006 to 2009; Head of BlackRock’s
						Mutual Fund Group from 2000 to 2006.
Brendan Kyne		Vice President		Annual; Since		Managing Director of BlackRock, Inc. since 2010;
55 East 52nd Street				2009		Director of BlackRock, Inc. from 2008 to 2009; Head of
New York, NY 10055						Product Development and Management for BlackRock’s
						U.S. Retail Group since 2009; Co-head of Product
1977						Development and Management for BlackRock’s U.S.
						Retail Group from 2007 to 2009; Vice President of
						BlackRock, Inc. from 2005 to 2008.
Neal J. Andrews		Chief Financial		Annual; Since		Managing Director of BlackRock, Inc. since 2006; Senior
55 East 52nd Street		Officer		2007		Vice President and Line of Business Head of Fund
New York, NY 10055						Accounting and Administration at PNC Global Investment
						Servicing (US) Inc. from 1992 to 2006.
1966
Jay M. Fife		Treasurer		Annual; Since		Managing Director of BlackRock, Inc. since 2007;
55 East 52nd Street				2007		Director of BlackRock, Inc. in 2006; Assistant Treasurer
New York, NY 10055						of the Merrill Lynch Investment Managers, L.P. (“MLIM”)
						and Fund Asset Management L.P. advised Funds from
1970						2005 to 2006; Director of MLIM Fund Services Group
						from 2001 to 2006.
Brian P. Kindelan		Chief		Annual; Since		CCO of the BlackRock-advised Funds since 2007;
55 East 52nd Street		Compliance		2007		Managing Director and Senior Counsel of BlackRock, Inc.
New York, NY 10055		Officer (“CCO”)				since 2005.
		and Anti-Money
1959		Laundering
		Officer
Ira P. Shapiro		Secretary		Annual; Since		Managing Director of BlackRock, Inc. since 2009;
55 East 52nd Street				2010		Managing Director and Associate General Counsel of
New York, NY 10055						Barclay’s Global Investors from 2008 to 2009; Principal
						thereof from 2004 to 2008.
1963

F-1

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Name, Address and Year of Birth		Position(s) Held with Fund		Term of Office and Length of Time Served		Principal Occupations(s) During Past 5 Years
Richard S. Davis		President of		Annual; Since		Managing Director of BlackRock, Inc. since 2005; Chief
55 East 52nd Street		MFL, MYF, MFT		2007		Executive Officer and Chairman of the Board of Trustees,
New York, NY 10055		and MPA*				State Street Research & Management Company from
						2000 to 2005.
1945

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*

Richard S. Davis is the President, and John Perlowski is the Chief Executive Officer, of BlackRock MuniHoldings Investment Quality Fund (MFL), BlackRock MuniYield Investment Fund (MYF), BlackRock MuniYield Investment Quality Fund (MFT) and BlackRock MuniYield Pennsylvania Quality Fund (MPA). His information is included at page 7 of the Proxy Statement. Mr. Davis advised the Board of his decision not to stand for re-election as a Board Member at the joint annual meeting of shareholders. If elected, the Board will appoint Paul L. Audet as President of such Funds. Mr. Audet’s information is included at page 8 of the Proxy Statement.

     With the exception of the CCO, executive officers receive no compensation from the Funds. The Funds compensate the CCO for his services as their CCO.

F-2

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Appendix G

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
to Independent Registered Public Accountants

Audit Fees and Audit-Related Fees

			Audit Fees				Audit-Related Fees
Fund	Fiscal Year End		Most Recent Fiscal Year ($)		Fiscal Year Prior to Most Recent Fiscal Year End ($)		Most Recent Fiscal Year ($)		Fiscal Year Prior to Most Recent Fiscal Year End ($)
ARK	28-Feb		56,700		49,300		0		0
CII	31-Oct		37,400		37,400		0		0
COY	28-Feb		47,500		42,500		0		0
CYE	28-Feb		47,500		42,500		0		0
DSU	28-Feb		60,700		49,300		0		0
DVF*	31-Aug		52,503		49,300		0		0
EGF	31-Dec		35,700		35,700		0		0
FRA*	31-Aug		55,845		49,300		0		0
FRB	28-Feb		53,700		49,300		0		0
HYT*	31-Aug		52,450		42,500		0		0
HYV*	31-Aug		51,976		42,500		0		0
MCA	31-Jul		35,400		35,400		3,500		3,500
MEN	30-Apr		34,300		33,000		4,700		3,500
MFL*	31-Aug		48,011		35,900		3,500		3,500
MFT	31-Jul		28,800		28,800		3,500		3,500
MHE*	31-Aug		25,095		24,400		3,500		3,500
MIY	31-Jul		30,900		30,900		3,500		3,500
MJI	31-Jul		28,000		28,000		3,500		3,500
MNE	31-Jul		28,500		28,500		3,500		3,500
MPA	31-Jul		28,000		28,000		3,500		3,500
MQT	30-Apr		35,800		34,800		3,500		3,500
MQY	30-Apr		37,800		36,700		3,500		3,500
MUC	31-Jul		36,000		38,200		3,500		3,500
MUE	31-Jul		34,300		34,300		3,500		3,500
MUH	30-Apr		31,400		30,400		3,500		3,500
MUI	30-Apr		36,300		35,200		3,500		3,500
MUJ	31-Jul		29,600		29,600		3,500		3,500
MUS	30-Apr		34,300		33,300		3,500		3,500
MVF*	31-Aug		48,283		34,600		3,500		3,500
MVT	30-Apr		34,400		33,400		3,500		3,500
MYC	31-Jul		33,400		33,400		3,500		3,500
MYD	30-Apr		37,500		36,400		3,500		3,500
MYF	31-Jul		30,400		30,400		3,500		3,500
MYI	31-Jul		36,000		39,200		3,500		3,500
MYJ	31-Jul		29,400		29,400		3,500		3,500
MYM	31-Jul		28,800		28,800		3,500		3,500
MYN	31-Jul		33,400		33,400		3,500		3,500
MZA	31-Jul		26,200		26,200		3,500		3,500
PSW	31-Oct		40,000		40,000		3,500		3,500
PSY	31-Oct		40,000		40,000		3,500		3,500

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*

After the filing with the SEC of the Annual Shareholder Report for each of DVF, FRA, HYT, HYV, MHE, MFL and MVF, additional fees were incurred with respect to the completion of each such Fund’s audit for its 2010 fiscal year. These Funds were responsible for only a portion of the additional audit fees, and BlackRock and the accounting agent, State Street Bank and Trust Company, paid the remaining balance, all as set forth below:

August 2010 Audit Overages for certain BlackRock Closed-End Funds

Fund	Total by Fund ($)		Additional Fee Billed to Fund ($)		Paid by Accounting Agent ($)		Paid by BlackRock ($)
DVF	3,203		1,597		924		682
FRA	6,545		3,263		1,889		1,393
HYT	9,950		4,961		2,871		2,118
HYV	9,476		4,724		2,735		2,017
MFL	12,111		6,833		3,955		1,323
MHE	695		392		227		76
MVF	13,683		7,720		4,469		1,494

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Tax Fees and All Other Fees

			Tax Fees					All Other Fees
Fund	Fiscal Year End		Most Recent Fiscal Year ($)			Fiscal Year Prior to Most Recent Fiscal Year End ($)		Most Recent Fiscal Year ($)		Fiscal Year Prior to Most Recent Fiscal Year End ($)
ARK	28-Feb		10,700			6,100		0		0
CII	31-Oct		6,100			6,100		0		1,028
COY	28-Feb		11,300			6,100		0		0
CYE	28-Feb		11,800			6,100		0		0
DSU	28-Feb		51,600			6,100		0		0
DVF	31-Aug		6,100			6,100		0		1,028
EGF	31-Dec		6,100			6,100		0		1,028
FRA	31-Aug		6,100			6,100		0		1,028
FRB	28-Feb		16,300			6,100		0		0
HYT	31-Aug		6,100			6,100		0		1,028
HYV	31-Aug		6,100			6,100		0		1,028
MCA	31-Jul		6,100			6,100		0		1,028
MEN	30-Apr		14,100			6,100		0		0
MFL	31-Aug		6,100			6,100		0		1,028
MFT	31-Jul		6,100			6,100		0		1,028
MHE	31-Aug		6,100			6,100		0		1,028
MIY	31-Jul		6,100			6,100		0		1,028
MJI	31-Jul		6,100			6,100		0		1,028
MNE	31-Jul		6,100			6,100		0		1,028
MPA	31-Jul		6,100			6,100		0		1,028
MQT	30-Apr		12,100			6,100		0		0
MQY	30-Apr		16,100			6,100		0		0
MUC	31-Jul		6,100			6,100		0		1,028
MUE	31-Jul		6,100			6,100		0		1,028
MUH	30-Apr		10,700			6,100		0		0
MUI	30-Apr		19,100			6,100		0		0
MUJ	31-Jul		6,100			6,100		0		1,028
MUS	30-Apr		11,600			6,100		0		0
MVF	31-Aug		6,100			6,100		0		1,028
MVT	30-Apr		13,100			6,100		0		0
MYC	31-Jul		6,100			6,100		0		1,028
MYD	30-Apr		21,100			6,100		0		0
MYF	31-Jul		6,100			6,100		0		1,028
MYI	31-Jul		6,100			6,100		0		1,028
MYJ	31-Jul		6,100			6,100		0		1,028
MYM	31-Jul		6,100			6,100		0		1,028
MYN	31-Jul		6,100			6,100		0		1,028
MZA	31-Jul		6,100			6,100		0		1,028
PSW	31-Oct		6,100			6,100		0		1,028
PSY	31-Oct		6,100			6,100		0		1,028

G-2

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Fees for non-audit services provided to each Fund’s Affiliated Service Providers for which pre-approval by the Audit Committee was required:

			Audit-Related Fees*						Tax Fees				All Other Fees
Fund	Fiscal Year End		Most Recent Fiscal Year ($)			Fiscal Year Prior to Most Recent Fiscal Year End ($)			Most Recent Fiscal Year ($)		Fiscal Year Prior to Most Recent Fiscal Year End ($)		Most Recent Fiscal Year ($)		Fiscal Year Prior to Most Recent Fiscal Year End ($)
ARK	28-Feb		0			10,777			0		0		0		0
CII	31-Oct		10,777			402,500			0		0		0		0
COY	28-Feb		0			10,777			0		0		0		0
CYE	28-Feb		0			10,777			0		0		0		0
DSU	28-Feb		0			10,777			0		0		0		0
DVF	31-Aug		10,777			402,500			0		0		0		0
EGF	31-Dec		10,777			402,500			0		0		0		0
FRA	31-Aug		10,777			402,500			0		0		0		0
FRB	28-Feb		0			10,777			0		0		0		0
HYT	31-Aug		10,777			402,500			0		0		0		0
HYV	31-Aug		10,777			402,500			0		0		0		0
MCA	31-Jul		10,777			402,500			0		0		0		0
MEN	30-Apr		0			10,777			0		0		0		0
MFL	31-Aug		10,777			402,500			0		0		0		0
MFT	31-Jul		10,777			402,500			0		0		0		0
MHE	31-Aug		10,777			402,500			0		0		0		0
MIY	31-Jul		10,777			402,500			0		0		0		0
MJI	31-Jul		10,777			402,500			0		0		0		0
MNE	31-Jul		10,777			402,500			0		0		0		0
MPA	31-Jul		10,777			402,500			0		0		0		0
MQT	30-Apr		0			10,777			0		0		0		0
MQY	30-Apr		0			10,777			0		0		0		0
MUC	31-Jul		10,777			402,500			0		0		0		0
MUE	31-Jul		10,777			402,500			0		0		0		0
MUH	30-Apr		0			10,777			0		0		0		0
MUI	30-Apr		0			10,777			0		0		0		0
MUJ	31-Jul		10,777			402,500			0		0		0		0
MUS	30-Apr		0			10,777			0		0		0		0
MVF	31-Aug		10,777			402,500			0		0		0		0
MVT	30-Apr		0			10,777			0		0		0		0
MYC	31-Jul		10,777			402,500			0		0		0		0
MYD	30-Apr		0			10,777			0		0		0		0
MYF	31-Jul		10,777			402,500			0		0		0		0
MYI	31-Jul		10,777			402,500			0		0		0		0
MYJ	31-Jul		10,777			402,500			0		0		0		0
MYM	31-Jul		10,777			402,500			0		0		0		0
MYN	31-Jul		10,777			402,500			0		0		0		0
MZA	31-Jul		10,777			402,500			0		0		0		0
PSW	31-Oct		10,777			402,500			0		0		0		0
PSY	31-Oct		10,777			402,500			0		0		0		0

---

*

The significant decrease in fees in the most recent fiscal year is due to the fact that the services rendered in the preceding fiscal year for a review of compliance policies and procedures were not performed by the Funds’ independent registered public accountants in the most recent fiscal year so no pre-approval was required by the Audit Committee.

G-3

---

Aggregate non-audit fees for services provided to each Fund and its Affiliated Service Providers, regardless of whether pre-approval was required:

			Aggregate Non-Audit Fees*
Fund	Fiscal Year End		Most Recent Fiscal Year ($)		Fiscal Year Prior to Most Recent Fiscal Year End ($)
ARK	28-Feb		10,700		16,877
CII	31-Oct		16,877		409,628
COY	28-Feb		11,300		16,877
CYE	28-Feb		11,800		16,877
DSU	28-Feb		51,600		16,877
DVF	31-Aug		16,877		409,628
EGF	31-Dec		16,877		409,628
FRA	31-Aug		16,877		409,628
FRB	28-Feb		16,300		16,877
HYT	31-Aug		16,877		409,628
HYV	31-Aug		16,877		409,628
MCA	31-Jul		20,377		413,128
MEN	30-Apr		18,800		20,377
MFL	31-Aug		20,377		413,128
MFT	31-Jul		20,377		413,128
MHE	31-Aug		20,377		413,128
MIY	31-Jul		20,377		413,128
MJI	31-Jul		20,377		413,128
MNE	31-Jul		20,377		413,128
MPA	31-Jul		20,377		413,128
MQT	30-Apr		15,600		20,377
MQY	30-Apr		19,600		20,377
MUC	31-Jul		20,377		413,128
MUE	31-Jul		20,377		413,128
MUH	30-Apr		14,200		20,377
MUI	30-Apr		22,600		20,377
MUJ	31-Jul		20,377		413,128
MUS	30-Apr		15,100		20,377
MVF	31-Aug		20,377		413,128
MVT	30-Apr		16,600		20,377
MYC	31-Jul		20,377		413,128
MYD	30-Apr		24,600		20,377
MYF	31-Jul		20,377		413,128
MYI	31-Jul		20,377		413,128
MYJ	31-Jul		20,377		413,128
MYM	31-Jul		20,377		413,128
MYN	31-Jul		20,377		413,128
MZA	31-Jul		20,377		413,128
PSW	31-Oct		20,377		413,128
PSY	31-Oct		20,377		413,128

---

*

The significant decrease in fees in the most recent fiscal year is due to the fact that the services rendered in the preceding fiscal year for a review of compliance policies and procedures were not performed by the Funds’ independent registered public accountants in the most recent fiscal year so no pre-approval was required by the Audit Committee.

G-4

---

Appendix H

5% Beneficial Share Ownership

     As of May 23, 2011, to the best knowledge of each Fund, the following persons beneficially owned more than 5% of the outstanding shares of the class of the Funds indicated:

Fund

Investor

Address

Common Shares Held

Common Shares % Held

AMPS Held

AMPS % Held

MCA

First Trust

120 East Liberty Drive, Suite 400

4,731,654

13.80%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MFT

First Trust

120 East Liberty Drive, Suite 400

908,281

10.70%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MFT

Morgan Stanley(2)

1585 Broadway

—

—

122

5.40%

New York, NY 10036

Morgan Stanley &

1585 Broadway

Co(2)

New York, NY 10036

MFT

UBS AG

Bahnhofstrasse 45

—

—

384

16.98%

PO Box CH-8021

Zurich, Switzerland

MFT

Bank of America

Bank of America Corporate Center

—

—

1,244

55.02%

Corporation(3)

100 North Tryon Street

Charlotte, North Carolina 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(3)

MIY

First Trust

120 East Liberty Drive, Suite 400

2,532,503

13.90%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation.(1)

Wheaton, Illinois 60187

MJI

First Trust

120 East Liberty Drive, Suite 400

705,070

8.00%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation.(1)

Wheaton, Illinois 60187

MJI

UBS AG

Bahnhofstrasse 45

—

—

227

8.80%

PO Box CH-8021

Zurich, Switzerland

MJI

Bank of America

Bank of America Corporate Center

—

—

1,470

57.00%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(4)

MNE

Bank of America

Bank of America Corporate Center

—

—

1,030

86.92%

Corporation(3)

100 North Tryon Street

Charlotte, North Carolina 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(3)

H-1

---

Fund

Investor

Address

Common Shares Held

Common Shares % Held

AMPS Held

AMPS % Held

MUC

Bank of America

Bank of America Corporate Center

—

—

3,312

32.60%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(4)

MUC

First Trust

120 East Liberty Drive, Suite 400

5,742,195

14.10%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MUC

UBS AG

Bahnhofstrasse 45

—

—

729

7.18%

PO Box CH-8021

Zurich, Switzerland

MUC

Morgan Stanley(2)

1585 Broadway

—

—

770

7.58%

New York, NY 10036

Morgan Stanley &

1585 Broadway

Co(2)

New York, NY 10036

MUE

First Trust

120 East Liberty Drive, Suite 400

3,621,500

16.20%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MUE

Bank of America

Bank of America Corporate Center

—

—

2,434

46.45%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments, LLC(4)

Charlotte, NC 28255

MUE

Royal Bank of

200 Bay Street

—

—

366

6.98%

Canada(5)

Toronto, Ontario M5J 2J5

Canada

RBC Capital

One Liberty Plaza

Markets

165 Broadway

Corporation(5)

New York, NY 10006

MUE

UBS AG

Bahnhofstrasse 45

—

—

328

6.26%

PO Box CH-8021

Zurich, Switzerland

MUJ

First Trust

120 East Liberty Drive, Suite 400

2,294,182

10.80%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MUJ

Bank of America

Bank of America Corporate Center

—

—

3,848

55.70%

Corporation(6)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(6)

Charlotte, NC 28255

Merrill Lynch,

One Bryant Park

Pierce, Fenner &

New York, NY 10036

Smith

Incorporated(6)

Blue Ridge

214 North Tryon Street

Investments, LLC(6)

Charlotte, NC 28255

H-2

---

Fund

Investor

Address

Common Shares Held

Common Shares % Held

AMPS Held

AMPS % Held

MUJ

UBS AG

Bahnhofstrasse 45

—

—

612

8.86%

PO Box CH-8021

Zurich, Switzerland

MUJ

Brigade Capital

399 Park Avenue 16th Floor

—

—

1,243

17.99%

Management,

New York, New York 10022

LLC(7)

Brigade

c/o Ogier Fiduciary Services

Leveraged Capital

(Cayman) Limited

Structures Fund

89 Nexus Way Camana Bay

Ltd.(7)

Grand Cayman KY1-9007

Cayman Islands

Donald E.

399 Park Avenue 16th Floor

Morgan, III(7)

New York, New York 10022

MYC

First Trust

120 East Liberty Drive, Suite 400

2,441,308

11.50%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MYF

First Trust

120 East Liberty Drive, Suite 400

914,981

6.80%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MYJ

First Trust

120 East Liberty Drive, Suite 400

768,199

5.40%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MYM

First Trust

120 East Liberty Drive, Suite 400

819,693

6.80%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MYN

First Trust

120 East Liberty Drive, Suite 400

4,360,074

11.10%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

CYE

First Trust

120 East Liberty Drive, Suite 400

4,700,092

12.60%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

HYV

First Trust

120 East Liberty Drive, Suite 400

4,396,680

13.40%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

HYT

First Trust

120 East Liberty Drive, Suite 400

4,859,785

13.80%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

H-3

---

Fund

Investor

Address

Common Shares Held

Common Shares % Held

AMPS Held

AMPS % Held

HYT

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

COY

First Trust

120 East Liberty Drive, Suite 400

3,740,483

10.80%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

PSY

Spectrum Asset

2 High Ridge Park

2,591,300

6.35%

—

—

Management,

Stamford, Connecticut 06905

Inc.

Principal Financial

711 High Street

Group, Inc.

Des Moines, IA 50392-0088

DSU

First Trust

120 East Liberty Drive, Suite 400

16,954,444

15.70%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

DVF

First Trust

120 East Liberty Drive, Suite 400

2,711,168

22.00%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

DVF

Claymore

Guggenheim Funds

1,075,841

8.71%

—

—

Securities

Distributors, Inc.

Defined Portfolio

2455 Corporate West Drive

Lisle, IL 60532

CII

First Trust

120 East Liberty Drive, Suite 400

3,526,878

8.10%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

EGF

Newgate Capital

One Sound Shore Drive

597,871

5.09%

—

—

Management LLC

Greenwich, CT 06830

EGF

First Trust

120 East Liberty Drive, Suite 400

1,862,060

15.90%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

FRB

Claymore

Guggenheim Funds

607,074

5.76%

—

—

Securities

Distributors, Inc.

Defined Portfolio

2455 Corporate West Drive

Lisle, IL 60532

FRB

First Trust

120 East Liberty Drive, Suite 400

3,215,359

30.50%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

FRA

First Trust

120 East Liberty Drive, Suite 400

4,522,651

24.60%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MEN

First Trust

120 East Liberty Drive, Suite 400

2,510,456

8.60%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

H-4

---

Fund

Investor

Address

Common Shares Held

Common Shares % Held

AMPS Held

AMPS % Held

MEN

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MUH

First Trust

120 East Liberty Drive, Suite 400

651,958

5.80%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MUH

UBS AG

Bahnhofstrasse 45

—

—

121

5.50%

PO Box CH-8021

Zurich, Switzerland

MUH

Bank of America

Bank of America Corporate Center

—

—

950

43.14%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(4)

MUH

Royal Bank of

200 Bay Street

—

—

277

12.58%

Canada(5)

Toronto, Ontario M5J 2J5

Canada

RBC Capital

One Liberty Plaza

Markets

165 Broadway

Corporation(5)

New York, NY 10006

MUS

First Trust

120 East Liberty Drive, Suite 400

2,156,226

16.70%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MUS

Bank of America

Bank of America Corporate Center

—

—

1,680

48.28%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(4)

MUS

Royal Bank of

200 Bay Street

—

—

258

7.41%

Canada(5)

Toronto, Ontario M5J 2J5

Canada

RBC Capital

One Liberty Plaza

Markets

165 Broadway

Corporation(5)

New York, NY 10006

MFL

First Trust

120 East Liberty Drive, Suite 400

4,904,839

13.00%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MFL

Bank of America

Bank of America Corporate Center

—

—

6,467

58.87%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(4)

H-5

---

Fund

Investor

Address

Common Shares Held

Common Shares % Held

AMPS Held

AMPS % Held

MFL

UBS AG

Bahnhofstrasse 45

—

—

1,917

17.45%

PO Box CH-8021

Zurich, Switzerland

MVT

First Trust

120 East Liberty Drive, Suite 400

1,290,680

6.30%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P. (1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MVT

Bank of America

Bank of America Corporate Center

—

—

3,049

54.45%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(4)

MVT

UBS AG

Bahnhofstrasse 45

—

—

340

6.07%

PO Box CH-8021

Zurich, Switzerland

MVF

Bank of America

Bank of America Corporate Center

—

—

4,341

44.51%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(4)

MVF

UBS AG

Bahnhofstrasse 45

—

—

1,170

12.00%

PO Box CH-8021

Zurich, Switzerland

MYD

Bank of America

Bank of America Corporate Center

—

—

3,867

38.45%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(4)

MYD

UBS AG

Bahnhofstrasse 45

—

—

930

9.25%

PO Box CH-8021

Zurich, Switzerland

MYD

Brigade Capital

399 Park Avenue 16th Floor

—

—

993

9.87%

Management,

New York, New York 10022

LLC(7)

Brigade Leveraged

c/o Ogier Fiduciary Services

Capital Structures

(Cayman) Limited

Fund Ltd.(7)

89 Nexus Way Camana Bay

Grand Cayman KY1-9007

Cayman Islands

Donald E.

399 Park Avenue 16th Floor

Morgan, III(7)

New York, New York 10022

MQT

First Trust

120 East Liberty Drive, Suite 400

2,927,086

13.10%

—

—

Portfolios L.P. (1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P. (1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

H-6

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Fund

Investor

Address

Common Shares Held

Common Shares % Held

AMPS Held

AMPS % Held

MQT

Bank of America

Bank of America Corporate Center

—

—

2,475

53.08%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.(4)

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments, LLC(4)

Charlotte, NC 28255

MQY

First Trust

120 East Liberty Drive, Suite 400

2,501,881

8.20%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MQY

Bank of America

Bank of America Corporate Center

—

—

4,090

57.89%

Corporation(4)

100 North Tryon Street

Charlotte, North Carolina 28255

Bank of America

101 South Tryon Street

N.A.

Charlotte, NC 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(4)

MQY

UBS AG

Bahnhofstrasse 45

—

—

555

7.86%

PO Box CH-8021

Zurich, Switzerland

ARK

First Trust

120 East Liberty Drive, Suite 400

7,285,216

12.90%

—

—

Portfolios L.P.(1)

Wheaton, Illinois 60187

First Trust

120 East Liberty Drive, Suite 400

Advisors L.P.(1)

Wheaton, Illinois 60187

The Charger

120 East Liberty Drive, Suite 400

Corporation(1)

Wheaton, Illinois 60187

MHE

UBS AG

Bahnhofstrasse 45

—

—

103

27.84%

PO Box CH-8021

Zurich, Switzerland

MHE

Bank of America

Bank of America Corporate Center

—

—

252

68.11%

Corporation(3)

100 North Tryon Street

Charlotte, North Carolina 28255

Blue Ridge

214 North Tryon Street

Investments,

Charlotte, NC 28255

LLC(3)

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(1)	First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their schedule 13G jointly and did not differentiate holdings as to each entity.
(2)	Morgan Stanley and Morgan Stanley & Co., Inc. filed their schedule 13G jointly and did not differentiate holdings as to each entity.
(3)	Bank of America Corporation and Blue Ridge Investments, L.L.C. filed their schedule 13G jointly and did not differentiate holdings as to each entity.
(4)	Bank of America Corporation, Bank of America, N.A. and Blue Ridge Investments, L.L.C. filed their schedule 13G jointly and did not differentiate holdings as to each entity.
(5)	Royal Bank of Canada and RBC Capital Markets Corporation filed their schedule 13G jointly and did not differentiate holdings as to each entity.
(6)	Bank of America Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Blue Ridge Investments, L.L.C. filed their schedule 13G jointly and did not differentiate holdings as to each entity.
(7)	Brigade Capital Management, LLC, Brigade Leveraged Capital Structures Fund Ltd. and Donald E. Morgan III filed their schedule 13G jointly and did not differentiate holdings as to each entity.

H-7

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CENCL-0611

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[FORM OF PROXY CARD FOR COMMON SHAREHOLDERS OF PREFERRED FUNDS]

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

	EASY VOTING OPTIONS:
		VOTE ON THE INTERNET Log on to: www.proxy-direct.com Follow the on-screen instructions available 24 hours
		VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours
		VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope
		THANK YOU FOR VOTING

 

 

Please detach at perforation before mailing.

PROXY	BLACKROCK CLOSED-END FUNDS ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 28, 2011 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES	PROXY

COMMON SHARES

The undersigned hereby appoints John Perlowski, Brendan Kyne and Jay Fife, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the shares of the above named fund held of record by the undersigned on May 31, 2011 at the Annual Meeting of Shareholders of the Fund to be held on July 28, 2011 or at any adjournments, postponements or delays thereof. The validity of this proxy is governed by Maryland or Massachusetts law, as applicable. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Annual Meeting of Shareholders.

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD NOMINEES.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF

	VOTE VIA THE INTERNET: www.proxy-direct.com
	VOTE VIA THE TELEPHONE: 1-800-337-3503
	Note: Please sign exactly as your name(s) appear(s) on this Proxy Card. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in partnership name by an authorized person. Signature Signature of joint owner, if any Date

---

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

 

Important Notice Regarding the Availability of Proxy Materials for the BlackRock Closed-End Funds Annual Meeting of Shareholders to Be Held on July 28, 2011.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/22581

 

 

 

[Name(s) of Fund(s)]

Please detach at perforation before mailing.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" EACH BOARD MEMBER NOMINEE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: g

1.	To Elect Board Member Nominees: To withhold authority to vote for any individual nominee(s) mark the ”For All Except” and write the nominee number(s) on the line provided.

								FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT
01.	Paul L. Audet	02.	Michael J. Castellano	03.	Richard E. Cavanagh	04.	Kathleen F. Feldstein	o	o	o
05.	James T. Flynn	06.	Henry Gabbay	07.	Jerrold B. Harris	08.	R. Glenn Hubbard
09.	Karen P. Robards

[Name(s) of Fund(s)]

THE PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

---

[FORM OF PROXY CARD FOR PREFERRED SHAREHOLDERS OF PREFERRED FUNDS AND COMMON SHAREHOLDERS OF OTHER FUNDS]

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

	EASY VOTING OPTIONS:
		VOTE ON THE INTERNET Log on to: www.proxy-direct.com Follow the on-screen instructions available 24 hours
		VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours
		VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope
		THANK YOU FOR VOTING

 

 

Please detach at perforation before mailing.

PROXY	[Name(s) of Fund(s)] ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 28, 2011 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES	PROXY

PREFERRED SHARES

The undersigned hereby appoints John Perlowski, Brendan Kyne and Jay Fife, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the shares of the above named fund held of record by the undersigned on May 31, 2011 at the Annual Meeting of Shareholders of the Fund to be held on July 28, 2011 or at any adjournments, postponements or delays thereof. The validity of this proxy is governed by Maryland or Massachusetts law, as applicable. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Annual Meeting of Shareholders.

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD NOMINEES.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF

	VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503
	Note: Please sign exactly as your name(s) appear(s) on this Proxy Card. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in partnership name by an authorized person. Signature Signature of joint owner, if any Date

---

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

 

Important Notice Regarding the Availability of Proxy Materials for [Name of Fund(s)]
Annual Meeting of Shareholders to Be Held on July 28, 2011.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/22581

 

 

 

Please detach at perforation before mailing.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" EACH BOARD MEMBER NOMINEE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: g

1.

To Elect Board Member Nominees:

FOR ALL

WITHHOLD ALL

FOR ALL EXCEPT

01.

Paul L. Audet

02.

Michael J. Castellano

03.

Richard E. Cavanagh

o

o

o

04.

Frank J. Fabozzi

05.

Kathleen F. Feldstein

06.

James T. Flynn

07.

Henry Gabbay

08.

Jerrold B. Harris

09.

R. Glenn Hubbard

10.

W. Carl Kester

11.

Karen P. Robards

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

THE PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

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