BLACKROCK MUNIVEST FUND, INC. - Proxy Solicitation & Information Statement 2011

DEF 14A 1 e43992def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant |X| Filed by a Party other than the Registrant |_|

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\|_\|	Preliminary Proxy Statement
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by Rule 14a-6(e)(2))
\|X\|	Definitive Proxy Statement
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\|_\|	Soliciting Material Pursuant to §240.14a-12

BlackRock Corporate High Yield Fund III, Inc. BlackRock Corporate High Yield Fund V, Inc. BlackRock Corporate High Yield Fund VI, Inc. BlackRock Corporate High Yield Fund, Inc. BlackRock Credit Allocation Income Trust I, Inc. BlackRock Credit Allocation Income Trust II, Inc. BlackRock Debt Strategies Fund, Inc. BlackRock Diversified Income Strategies Fund, Inc. BlackRock Enhanced Capital and Income Fund, Inc. BlackRock Enhanced Government Fund, Inc. BlackRock Floating Rate Income Strategies Fund II, Inc. BlackRock Floating Rate Income Strategies Fund, Inc. BlackRock Muni Intermediate Duration Fund, Inc. BlackRock Muni New York Intermediate Duration Fund, Inc. BlackRock MuniEnhanced Fund, Inc. BlackRock MuniHoldings California Quality Fund, Inc. BlackRock MuniHoldings Fund II, Inc. BlackRock MuniHoldings Quality Fund II, Inc. BlackRock MuniHoldings Quality Fund, Inc. BlackRock MuniHoldings Investment Quality Fund BlackRock MuniHoldings New Jersey Quality Fund, Inc. BlackRock MuniVest Fund II, Inc. BlackRock MuniVest Fund, Inc. BlackRock MuniYield Arizona Fund, Inc. BlackRock MuniYield California Fund, Inc. BlackRock MuniYield California Quality Fund, Inc. BlackRock MuniYield Fund, Inc. BlackRock MuniYield Quality Fund III, Inc. BlackRock MuniYield Investment Quality Fund BlackRock MuniYield Investment Fund BlackRock MuniYield Michigan Quality Fund II, Inc. BlackRock MuniYield Michigan Quality Fund, Inc. BlackRock MuniYield New Jersey Fund, Inc. BlackRock MuniYield New Jersey Quality Fund, Inc. BlackRock MuniYield New York Quality Fund, Inc. BlackRock MuniYield Pennsylvania Quality Fund BlackRock MuniYield Quality Fund II, Inc. BlackRock MuniYield Quality Fund, Inc. BlackRock Senior High Income Fund, Inc. The Massachusetts Health & Education Tax-Exempt Trust

(Name of Registrant as Specified In Its Charter)

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

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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 Funds 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 drivers 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.

| | 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.

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

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

Name of Fund
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

TABLE OF CONTENTS

JOINT PROXY STATEMENT		Page — 1
SUMMARY OF PROPOSAL AND FUNDS VOTING		4
PROPOSAL 1ELECTION 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

JULY 28, 2011

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 Funds 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 Funds 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.

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 shareholders 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 Funds shares and plan to attend the meeting in person, in order to gain admission you must show photographic identification, such as your drivers 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 drivers license, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or brokers 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 Commissions 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.

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

SUMMARY OF PROPOSAL AND FUNDS VOTING

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

Fund Name		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

| (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. |

PROPOSAL 1ELECTION 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.

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.

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 Schools 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.

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 BlackRocks Real
New York, NY			Estate business from 2008 to 2011;
10055			Member of BlackRocks 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 BlackRocks 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 PNCs
			Mergers & Acquisitions unit from
			1992 to 1998; Member of PNCs
			Corporate Asset-Liability Committee
			and Marketing Committees from 1992
			to 1998; Chief Financial Officer of
			PNCs 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.

| * | 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. |

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 Funds 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 Members/Nominees 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. Cavanaghs 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. Cavanaghs 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.
Cavanaghs 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. Robardss 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. Robardss prior position as an
investment banker at Morgan Stanley provides useful oversight of the Funds
investment decisions and investment valuation processes. Additionally,
Ms. Robardss 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. Robardss 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. Ms. Robardss knowledge of financial and accounting matters qualifies her to serve as Vice Chair of the Boards and as the Chair of each Funds Audit Committee. Ms. Robardss 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 Funds Audit Committee and Performance Oversight Committee. The Boards benefit from Mr. Castellanos 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 PresidentChief Control Officer for Merrill Lynchs capital markets businesses, Chairman of Merrill Lynch International Bank and Senior Vice PresidentCorporate 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. Castellanos knowledge of financial and accounting matters qualifies him to serve as a member of each Funds 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 Societys Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award given by the CFA Institute. The Boards benefit from Dr. Fabozzis experiences as a professor and author in the field of finance. Dr. Fabozzis 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. Fabozzis 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. Fabozzis knowledge of financial and accounting matters qualifies him to serve as a member of each Funds Audit Committee. Dr. Fabozzis 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. Feldsteins experience as a director/trustee of publicly traded and private companies, including financial services, technology and telecommunications companies. Dr. Feldsteins 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. Feldsteins 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.

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. Flynns 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. Flynns 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. Flynns knowledge of financial and accounting matters qualifies him to serve as a member of each Funds Audit Committee. Mr. Flynns independence from the Funds and the Funds investment adviser enhances his service as a member of the Performance Oversight Committee.
Jerrold B. Harris	Mr. Harriss 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. Harriss 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. Harriss 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. Harriss 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. Hubbards 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. Hubbards 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. Hubbards 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. Hubbards 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. Kesters 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. Kesters 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. Kesters knowledge of

	financial and accounting matters qualifies him to serve as a member of each Funds Audit Committee. In addition, Dr. Kesters 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. Daviss 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. Daviss 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. Daviss 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. Gabbays many years of experience in administration, finance and financial services operations. Dr. Gabbays 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. Gabbays 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. Gabbays 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 BlackRocks Global Cash Management business. Mr. Audet currently is a member of BlackRocks 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 PNCs 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

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 CCOs 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 Funds charter, and each Funds 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 managements or the service providers 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.

Compensation. Information relating to compensation paid to the Board Members for each Funds 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 years 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 Funds 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 Funds 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 Funds 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 Funds 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 .

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 Funds 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 Funds proxy materials, and such Other BlackRock Funds 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.

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 firms 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 owners 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 shareholders 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.

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&Ts 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 Funds 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 Funds 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 Committees review and discussion of the Funds independent registered public accounting firm, pursuant to authority delegated by its respective Board, each Audit Committee approved the respective Funds audited financial statements for the Funds most recently completed fiscal year (each Funds fiscal year end is set forth in Appendix G ) for inclusion in each Funds Annual Report to Shareholders.

Appendix G sets forth for each Fund the fees billed by that Funds 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 Feesfees 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 Feesfees 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 Feesfees 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 Feesfees 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 Funds independent accountant of any non-audit services to the Fund, and (ii) the provision by the Funds

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 Funds 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 Funds 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 Funds 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 SECs 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 Funds 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 Funds Affiliated Service Providers that were not pre-approved (and did not require pre-approval) in connection with determining such auditors independence. All services provided by D&T to each Fund and each Funds Affiliated Service Provider that required pre-approval were pre-approved during the Funds 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 Funds shareholders and desires to have the proposal included in such Funds 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

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 Funds 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 Funds 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 Funds 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 years 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 SECs 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 [email protected]. 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 Funds 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

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 Funds 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 Funds 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 drivers 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.

BlackRock may share information with its affiliates to service a Clients 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 Funds 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 Funds 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

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

Denotes a Preferred Fund.

A-2

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 fundsthe 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. Gabbays 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. Gabbays compensation would be impacted by those modifications.

The Independent Board Members have agreed that a maximum of 50% of each Independent Board Members total compensation paid by funds in the Closed-End Complex may be deferred pursuant to the Closed-End Complexs 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

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	Funds 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

| Fund | 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) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 |

| (1) | Information is for the Funds 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 Complexs 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	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

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

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

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

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

(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

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 Committees responsibilities include, without limitation: (i) approving the selection, retention, termination and compensation of the Funds 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 managements response to any such issues; (v) reviewing and discussing the Funds audited and unaudited financial statements and disclosure in the Funds shareholder reports relating to the Funds performance; (vi) assisting the Board in considering the performance of the Funds 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 Funds 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.

E-1

Each Governance Committee may consider nominations for Board Members made by the Funds shareholders as it deems appropriate. Under each Funds 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 shareholders 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 years 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 Funds 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 Funds 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 Funds voting securities or owning other percentage ownership interests in registered investment companies. Reference is made to each Funds 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 Committees 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 Funds other third party service providers. The Compliance Committees 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 Funds 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 Funds Chief Compliance Officer, including, without limitation, determining the amount and structure of the Chief Compliance Officers 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 Committees purpose is to assist the Board in fulfilling its responsibility to oversee the Funds investment performance relative to the Funds investment objective(s), policies and practices. The Performance Oversight

E-2

Committees responsibilities include, without limitation: (i) reviewing the Funds 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 Funds 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 Funds 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 Funds 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 Funds 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

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. OBrien. 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

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 individuals 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 BlackRocks Global Client Group
			since 2009; Chief Operating Officer of BlackRocks U.S.
			Retail Group from 2006 to 2009; Head of BlackRocks
			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 BlackRocks
			U.S. Retail Group since 2009; Co-head of Product
1977			Development and Management for BlackRocks 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			Barclays Global Investors from 2008 to 2009; Principal
			thereof from 2004 to 2008.
1963

F-1

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

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. Audets 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

Appendix G

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

Fund	Fiscal Year End	Audit Fees — Most Recent Fiscal Year ($)	Fiscal Year Prior to Most Recent Fiscal Year End ($)	Audit-Related Fees — 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

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 Funds 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

G-1

Tax Fees and All Other Fees

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

G-2

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

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

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:

Fund	Fiscal Year End	Aggregate Non-Audit Fees * — 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
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

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)

(1)
(2)
(3)
(4)
(5)
(6)
(7)

H-7

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CENCL-0611

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

EVERY SHAREHOLDERS 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 SHAREHOLDERS 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

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.

01.	Paul L. Audet	02.	Michael J. Castellano	03.	Richard E. Cavanagh	04.	Kathleen F. Feldstein
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 SHAREHOLDERS 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

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

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 SHAREHOLDERS 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. — 01.	Paul L. Audet	02.	Michael J. Castellano	03.	Richard E. Cavanagh
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 nominees 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.

AI assistant

BLACKROCK MUNIVEST FUND, INC. Proxy Solicitation & Information Statement 2011

33045_psi_2011-06-16_ccf92e01-29ce-4bf7-87a6-e849027b1eec.zip

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BLACKROCK MUNIVEST FUND, INC. — Proxy Solicitation & Information Statement 2011

33045_psi_2011-06-16_ccf92e01-29ce-4bf7-87a6-e849027b1eec.zip

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BLACKROCK MUNIVEST FUND, INC. Proxy Solicitation & Information Statement 2011