SecProbe.io

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 BLACKROCK ESG CAPITAL ALLOCATION TERM TRUST

 787 Seventh Avenue
 New York, NY 10019-6099
 Tel: 212 728 8000 Fax: 212 728 8111
 April 7, 2025 VIA
EDGAR John Grzeskiewicz Division of Investment
Management Securities and Exchange Commission 100 F Street,
NE Washington, DC 20549

 Re:
 Preliminary Proxy Materials for BlackRock ESG Capital Allocation Term Trust
 (Investment Company Act File
No. 811-23701)       Dear Mr. Grzeskiewicz:
 On behalf of BlackRock ESG Capital Allocation Term Trust (the “ Fund ”), this letter responds to the comments provided by the staff of the
Division of Investment Management (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) to the undersigned by telephone on March 27, 2025 regarding the preliminary proxy materials filed
with the Commission on March 21, 2025 by the Fund (the “ Preliminary Proxy Materials ”). The Staff’s comments are summarized
below in italicized text. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the comments of the Staff are set out immediately under the restated comment. Please note that we have not
independently verified information provided by the Fund. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Preliminary Proxy Materials.

 Comment No. 1 :

 Please confirm that the definitive proxy materials will be filed no earlier than 30 calendar days after the Fund’s opposition statement is or was provided to the shareholder in accordance with Rule 14a-8(m)(3)(ii) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

 Response :

 The Fund confirms that the definitive proxy materials will be filed no earlier than 30 calendar days after the opposition statement was provided to the shareholder in accordance with Rule
 14a-8(m)(3)(ii) under the Exchange Act.
 B RUSSELS  C HICAGO  D ALLAS  F RANKFURT  H OUSTON  L ONDON 
 L OS A NGELES  M ILAN M UNICH  N EW
Y ORK  P ALO A LTO  P ARIS  R OME  S AN F RANCISCO  W ASHINGTON

 April 7, 2025
 Page 2

 Comment No. 2 :

 Please disclose the period over which the performance is measured. Please also explain how the returns of the competitor funds were calculated.

 Response :

 To the extent not currently disclosed, the requested disclosure will be added in the definitive proxy materials.

 Comment No. 3 :

 The cumulative returns cited appear to be for the period January 1, 2023 through March 7, 2025. Please explain how this does not raise a cherry-picking concern.

 Response :

 The Fund submits that the cumulative returns cited in the Preliminary Proxy Materials for the period from January 1, 2023 through March 7, 2025 present shareholders with the Fund’s most recent performance (i.e.,
performance over the past two calendar years and the current calendar year to date), and not performance over a “cherry-picked” period.

 Comment No. 4 :

 Please disclose that the distribution rate includes return of capital.

 Response :

 The requested changes will be made in the definitive proxy materials.

 Comment No. 5 :

 Please describe any material pending legal proceedings to which any director or nominee for director or affiliated person of such director or nominee is a party adverse to the Fund or any affiliates in accordance with Item
22(b)(12) of Schedule 14A of the Exchange Act.

 Response :

 The Fund confirms there are no material pending legal proceedings to which any director or nominee for director or affiliated person of such director or nominee is a party adverse to the Fund or any affiliates to be disclosed under
Item 22(b)(12) of Schedule 14A of the Exchange Act.
 * * * * * * * * * *
 Please do not hesitate to contact me at (212) 728-3953 if you have comments or if you require
additional information regarding the Fund. Respectfully submitted,
 /s/ Nicole M. Ventura Nicole M. Ventura

 cc:
 Janey Ahn, Esq., BlackRock, Inc.
 Benjamin Niehaus, Esq., BlackRock, Inc.
 Elliot J. Gluck, Esq., Willkie Farr & Gallagher LLP
 Robert C. Harrington, Esq., Willkie Farr & Gallagher LLP
 - 2 -

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CORRESP

 787 Seventh Avenue

 New York, NY 10019-6099

 Tel:  212 728 8000

Fax: 212 728 8111

 May 24, 2024

David L. Orlic, Esq.

 Securities and Exchange
Commission

 Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 BlackRock California Municipal Income Trust

BlackRock Capital Allocation Term Trust

BlackRock ESG Capital Allocation Term Trust

BlackRock Health Sciences Term Trust

BlackRock Innovation and Growth Term Trust

BlackRock MuniHoldings New York Quality Fund, Inc.

BlackRock MuniYield New York Quality Fund, Inc.

BlackRock MuniYield Pennsylvania Quality Fund

BlackRock New York Municipal Income Trust

BlackRock Science and Technology Term Trust

Violations of the Proxy Rules under the Securities Exchange Act of 1934 (the “Exchange Act”) – May 20, 2024 Saba
Webinar

 Ladies and Gentlemen:

On behalf of our clients BlackRock California Municipal Income Trust (“BFZ”), BlackRock Capital Allocation
Term Trust (“BCAT”), BlackRock ESG Capital Allocation Term Trust (“ECAT”), BlackRock Health Sciences Term Trust (“BMEZ”), BlackRock Innovation and Growth Term Trust (“BIGZ”),
BlackRock MuniHoldings New York Quality Fund, Inc. (“MHN”), BlackRock MuniYield New York Quality Fund, Inc. (“MYN”), BlackRock MuniYield Pennsylvania Quality Fund (“MPA”), BlackRock New York
Municipal Income Trust (“BNY”) and BlackRock Science and Technology Term Trust (“BSTZ,” and collectively with BFZ, BCAT, ECAT, BMEZ, BIGZ, MHN, MYN, MPA and BNY, the “Funds”), we respectfully bring
to the attention of the staff (the “Staff”) of the Division of Investment Management of the Securities and Exchange Commission (the “Commission”) material violations of Rule
14a-9 under the Exchange Act made in a webinar led by Mr. Boaz Weinstein, Founder and Chief Investment Officer of Saba Capital Management, L.P. (“Saba Capital,” and with its affiliates,
“Saba”), on Monday, May 20, 2024 (the “Saba Webinar”), and a presentation for the Saba Webinar filed by Saba with the Commission on Schedule 14A on form type DFAN 14A on May 20, 2024 (the
“Presentation”). Each of Saba Capital and Mr. Weinstein, the Managing Member of the general partner of Saba Capital, is a “participant in a solicitation” (as defined in Rule
14a-101 under the Exchange Act) with respect to each Fund.

BRUSSELS CHICAGO DALLAS FRANKFURT HOUSTON LONDON 
LOS ANGELES MILAN

 MUNICH NEW
YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON

 Securities and Exchange Commission

Division of Investment Management

May 24, 2024

 As described below, certain statements made and information presented by
Mr. Weinstein during the Saba Webinar and in the Presentation, which have since been made publicly available on Saba Capital’s website “heyblackrock.com” (the “Website”), violate Rule 14a-9. Additionally, as detailed in our letters dated May 13, 2024 and May 15, 2024, Saba Capital and Mr. Weinstein have made numerous other public statements on X.com, on the Website, and on live
television that violate Rule 14a-9. We respectfully request that the Staff take action to protect the Funds’ shareholders from the negative impact of such violations and false, misleading,
unsubstantiated, incomplete and inaccurate information put forth by Mr. Weinstein as detailed below and in our letters dated May 13, 2024 and May 15, 2024.

Below, we set out in italicized typeface (certain text bolded for emphasis) examples of relevant statements made and
information presented by Mr. Weinstein during the Saba Webinar and/or included in the Presentation that violate Rule 14a-9. We have also included explanations of how such statements and information
violate Rule 14a-9.

1.
 Saba Materially Misstated BSTZ’s Expense Ratio (see Exhibit A)

In the Saba Webinar and in the Presentation, Saba included purported expense ratios of each of the Funds, and noted in the
Presentation that the source of the expense ratios was the Funds’ 2023 annual shareholder reports. However, the purported expense ratios are incorrect and do not correspond with the expense ratios present in the 2023 annual shareholder reports.
Saba’s purported expense ratio for BSTZ is 2.39%, which is materially misleading, as BSTZ’s expense ratio is actually 1.34% (as reported in BSTZ’s 2023 annual shareholder report).

2.
 “BlackRock Cares More About Entrenching Itself From Accountability” (see Exhibit
B)

 “The current Boards would rather strip shareholders of their rights than accept
criticism.” (see Exhibit B)

 These statements are false, as well as misleading as they impugn
BlackRock’s and each Fund board member’s “character, integrity [and] personal reputation” and “make[] charges concerning improper, illegal or immoral conduct or associations, without factual foundation.”1

3.
 “BlackRock Heavily Restricted Who Saba Could Nominate” (see Exhibit C)

 “BlackRock restricted Saba from nominating any individuals with current CEF
experience.” (see Exhibit C)

 “The Funds’ bylaws essentially
prohibit Saba from nominating anyone currently working in the investment management industry by eliminating people who are affiliated with investment advisers, investment companies or similar.” (see Exhibit C)

“There is also a separate restriction on nominating anyone associated with a 5% shareholder of the BlackRock Funds,
which has the effect (and clearly, the intent) of eliminating all Saba employees...” (see Exhibit C)

“First, BlackRock limited who we could put on a board. They can’t work for a financial institution,
they can’t have been paid by Saba, though of course they’re paying their board members.”

These statements are again false and extremely misleading. Saba quotes provisions from ECAT’s bylaws that are designed to
prevent conflicts of interest between nominees for the boards and the Funds.

1 See Note (b) to Rule 14a-9.

 2

 Securities and Exchange Commission

Division of Investment Management

May 24, 2024

Further, the claim that it is the “intent” of the Funds’ bylaws to “eliminat[e] all Saba employees” for nomination to the Funds’ boards is unsubstantiated, as well
as misleading, as it impugns each Fund board member’s “character, integrity [and] personal reputation” and “makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.”2

4.
 “And also along the way, once in a while, we have a campaign that gets to the stage where we get
sent the list of all of the shareholders that asked to be contacted, the non-objecting beneficial owners, NOBO. So you fill out your account at Schwab or Fidelity or what have you, and you’re asked, do
you want to be contacted? Do you want to be contacted if it’s contested? Because if it’s uncontested, there’s no point. But if it’s contested, do you want to be contacted yes or no? And we had this campaign with BlackRock last
year and last year just, and I think this year though, I think they’re still trying to figure out what has more PR damage for them to give us the list or not. Last year, they would not give us the list of names and addresses of people that
said, please contact me – both sides – if there is a contested election because presumably in a contested election, you want to hear from both sides. That’s the whole point. And we were unable to get that list because BlackRock
withheld it from us.”

 “Saba’s efforts to solicit votes from shareholders –
and help achieve a quorum – have been constrained by BlackRock’s refusal to provide the non-objecting beneficial owners (“NOBO”) lists.” (see Exhibit D)

 “BlackRock is refusing to provide the names of shareholders who have agreed to be contacted
in connection with their investment at the majority of the Funds.” (see Exhibit D)

 These statements are
false, and in certain respects, incorrect as a matter of law. Rules 14b-1(b)(3)(i) and 14b-2(b)(4)(ii) and (iii) under the Exchange Act provide that a “broker
or dealer” or “bank” is required to provide non-objecting beneficial owner information to “the registrant”, i.e., the Funds. Further, the Funds have provided or are in the
process of providing, in a timely manner, Saba and Mr. Weinstein with all shareholder records required to be provided under the Funds’ governing documents and/or applicable law in response to proper requests from Saba and/or
Mr. Weinstein.

5.
 “Two of these funds have a different governance than the other eight and the two of those
funds, I wonder if anyone can guess which two funds have better governance, which two funds do not trap shareholders in quite the same way. There’s some bad governance, but it’s bad. What we have found, and we’ve
studied it, literally studied it, is that the worse the governance is, the harder it is, the more entrapped a shareholder is where they have no hope of us or someone else, the bigger the discount. So the two funds with the better governance are BFZ
and MPA. They’re the only two trading at smaller discounts because investors actually think there’s a higher likelihood that we’ll win because some of the tactics used in the worst governance funds, the other eight are not possible in
these.”

 Mr. Weinstein claims that BFZ and MPA have “better governance” than the
other Funds, which is why BFZ and MPA trade at a smaller discount to net asset value than the other Funds. These claims are not only unsubstantiated, but false. For example, BFZ and BNY have the same governance structures.

6.
 “This entire fight is about greed. And this time it’s not the hedge fund
manager that’s greedy, it’s the asset manager that is taking advantage of the most vulnerable investors. It’s one thing

2 Id.

 3

 Securities and Exchange Commission

Division of Investment Management

May 24, 2024

to have IPO-ed with the best of intentions, but to basically violate federal law and run elections in a way that could not possibly produce a
different board is unconscionable.”

 “Instead, they’re
trying to, I’ll use a technical term, screw the investor by not letting the investors vote, carry the election. I’m not saying we need to win the election. I’m saying run a fair election. It is outrageous. Aren’t you
embarrassed?”

 “You shouldn’t run an election where no one can unseat your
directors. . . We have a right to elect directors.”

 “At seven of the 10 Funds, nominees who
receive the most votes are not automatically elected in a contested election – instead, Blackrock considers it a ‘failed election’ and allows its own Board to decide the results.” (see Exhibit E)

 “Saba files a lawsuit against ECAT and its trustees for adopting an illegal ‘Entrenchment
Bylaw’ that deprives shareholders of their right to elect trustees annually.” (see Exhibit E)

“In 2023, Saba nominated trustees at three BlackRock funds. Our nominees were not elected at two funds because
these elections were designed to fail due to BlackRock’s impossible to achieve voting standard and BlackRock’s refusal to provide Saba with shareholder lists to solicit votes.” (see Exhibit
F)

 These statements are false, as well as misleading as they impugn BlackRock’s and each Fund board
member’s “character, integrity [and] personal reputation” and “make[] charges concerning improper, illegal or immoral conduct or associations, without factual
foundation.”3 In these statements, Saba and Mr. Weinstein are referring to a provision in certain of the Funds’ bylaws that requires a majority of outstanding shares to elect
trustees in a contested election. This vote standard does not prevent investors from voting or deprive them of their right to elect directors or trustees annually, as Saba and Mr. Weinstein allege, nor does it “basically violate federal
law” or make it impossible to produce a different board. Additionally, this vote standard does not in any way result in a Fund “allow[ing] its own Board to decide the results.” Rather, this vote standard is utilized throughout the closed-end fund industry and does not violate federal law.

7.
 “but I am firmly invested and focused on these funds….And the problem is as a 10
trillion institution, BlackRock is not because once they place these funds, it’s onto the next product and they’ve effectively locked in all the fees that they can because unlike ETFs and mutual funds, they don’t
grow and or shrink. And so they don’t have to be at the top of their game.”

 “The
incumbent trustees have failed in their fiduciary duties, overseeing poor performance and limiting shareholder’s rights.”

“You would start to feel like that wasn’t quite the amazing investment you thought and the term
‘shell game’ and ‘Ponzi,’ which is not appropriate in my mind when we talk about these things, but there is this idea of like the investor being fooled by return of their capital, and is . . . something that
will definitely trick shareholders.”

 “But here instead, you’re like, how do I do the minimum to
get enough to siphon enough votes to trick some shareholders into thinking that they’re now going to make 20% a year?”

“They’re willing to literally shred shareholder rights. At the same time, out of the other
side of their mouth, they launch all sorts of ESG products that purport to invest in only good

3 Id.

 4

 Securities and Exchange Commission

Division of Investment Management

May 24, 2024

governance funds. And Blackrock has made the calling balls and strikes on these very matters trivial, because they actually say how ESG, how the G part ought to be implemented. How should we
protect shareholders with respect to electing a board and so on and so forth, which I’ll get into, and you’ll see that they actually are violating their own words. They are treating these funds, which are shares in the New York Stock
Exchange, that have a board that have, you’re entitled to be treated not like a second class citizen. They are abusing them through the tactics, which are not only enshrined into the documents, but even
things that they’ve done in addition to that, and even the things they’ve said, which are an attempt at confusing the reality.”

“Someone at BlackRock who wrote this quote, they should be excoriated for trying to pull the wool over
their shareholders’ eyes.”

 “So they use the word ‘simply,’ and they
write it in forked-tongue doublespeak. . .”

 “What is clearly true is how disgusting it is to
give the importance, the honor, of serving on a board, the responsibility, to do good, to people that are going to spend five minutes per seat, with a rubber stamp. . . . So this board should be fired—leave aside Saba,
okay—it should be fired because it can’t possibly be [inaudible] its duties. . . That’s like, drop the mic, they should all be fired.”

“After they experienced it last year and did the things they did to entrench themselves, we
didn’t think they would do it again.”

 “We have nominated trustees who – unlike the
current Funds’ trustees – will put shareholders first and focus on improving the Funds’ governance, returns and trading discount.” (see Exhibit F)

“Saba is back – at 10 BlackRock funds (the “Funds”) this time – because BlackRock and
its trustees have demonstrated that they are not capable of improving the CEFs’ performance and acting in the best interests of all shareholders.” (see Exhibit F)

“If BlackRock put aside its greed and self-interest and offered shareholders in these 10 Funds
an exit at NAV as Saba is advocating for, shareholders would immediately make approximately $1.4 billion.” (see Exhibit G)

These statements are false, as well as misleading as they impugn BlackRock’s, the Funds’ and each Fund board
member’s “character, integrity [and] personal reputation” and “make[] charges concerning improper, illegal or immoral conduct or associations, without factual
foundation.”4

8.
 “BlackRock limited who we could put on a board. They can’t work for a financial institution,
they can’t have been paid by Saba, though of course they’re paying their board members…””

This statement is false. BlackRock does not pay the independent directors and trustees of the Funds – they a

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DEFC14A CORRESP

 787 Seventh Avenue    

New York, NY 10019-6099 

Tel:  212 728 8000      

Fax: 212 728 8111      

 May 15, 2024

 David L.
Orlic, Esq.

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 BlackRock California Municipal Income Trust

BlackRock Capital Allocation Term Trust

BlackRock ESG Capital Allocation Term Trust

BlackRock Health Sciences Term Trust

BlackRock Innovation and Growth Term Trust

BlackRock MuniHoldings New York Quality Fund, Inc.

BlackRock MuniYield New York Quality Fund, Inc.

BlackRock MuniYield Pennsylvania Quality Fund

BlackRock New York Municipal Income Trust

BlackRock Science and Technology Term Trust

Violations of the Proxy Rules under the Securities Exchange Act of 1934 (the “Exchange Act”) – May 14, 2024
Interview of Mr. Boaz Weinstein on CNBC Squawk Box

 Ladies and Gentlemen:

On behalf of our clients BlackRock California Municipal Income Trust (“BFZ”), BlackRock Capital Allocation
Term Trust (“BCAT”), BlackRock ESG Capital Allocation Term Trust (“ECAT”), BlackRock Health Sciences Term Trust (“BMEZ”), BlackRock Innovation and Growth Term Trust (“BIGZ”),
BlackRock MuniHoldings New York Quality Fund, Inc. (“MHN”), BlackRock MuniYield New York Quality Fund, Inc. (“MYN”), BlackRock MuniYield Pennsylvania Quality Fund (“MPA”), BlackRock New York
Municipal Income Trust (“BNY”) and BlackRock Science and Technology Term Trust (“BSTZ,” and collectively with BFZ, BCAT, ECAT, BMEZ, BIGZ, MHN, MYN, MPA and BNY, the “Funds”), we respectfully bring
to the attention of the staff (the “Staff”) of the Division of Investment Management of the Securities and Exchange Commission (the “Commission”) material violations of Rule
14a-9 under the Exchange Act made in an interview of Mr. Boaz Weinstein, Founder and Chief Investment Officer of Saba Capital Management, L.P. (“Saba Capital,” and with its affiliates,
“Saba”), on CNBC Squawk Box on Tuesday, May 14, 2024 (the “Squawk Box Interview”). Each of Saba Capital and Mr. Weinstein, the Managing Member of the general partner of Saba Capital, is a “participant
in a solicitation” (as defined in Rule 14a-101 under the Exchange Act) with respect to each Fund.

As described below, certain statements made by Mr. Weinstein during the Squawk Box Interview violate Rule 14a-9. Additionally, as detailed in our letter dated May 13, 2024, Saba Capital and Mr. Weinstein have made numerous other public statements on X.com and on their website,

BRUSSELS CHICAGO DALLAS FRANKFURT HOUSTON LONDON 
LOS ANGELES MILAN

 MUNICH NEW
YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON

Securities and Exchange Commission

 Division of Investment Management

May 15, 2024

“heyblackrock.com,” that violate Rule 14a-9. We respectfully request that the Staff take action to protect the Funds’ shareholders from the
negative impact of such violations and false, misleading, unsubstantiated, incomplete and inaccurate information put forth by Mr. Weinstein.

Below, we set out in italicized typeface (certain text bolded for emphasis) examples of relevant statements made by
Mr. Weinstein during the Squawk Box Interview that violate Rule 14a-9. We have also included explanations of how such statements violate Rule 14a-9.

1.
 “. . . a lot of the viewers will recognize the Grayscale Bitcoin Trust is a very famous closed-end fund. It was at a discount for years, a very deep discount, and when it converted into an ETF, the discount disappeared. Investors made something like 80 or 90% from that discount going away. On the New
York and London Stock Exchanges, there are over 700 of these closed-end funds. They’re portfolios of assets managed by venerable managers like BlackRock and sometimes, unlike ETFs, unlike mutual funds,
they trade at deep discounts to their objective value and that discount can be corrected with the press of a button and that’s what we’re here to do. . . Right. So there are periods when there are at discounts. In fact, there are many
today that are at premium, but why did the BlackRock ones trade at discounts and why in general, do they? It’s because there isn’t really a sophisticated investor base who wants to own these products, they have high fees. And so at fair
value, you could say I’d rather be in an ETF that does the exact same thing, so I’m not going to buy it unless it’s at a discount and until it gets to double digit discounts, there aren’t really investors like myself that will
take up the effort of buying them.”

 “A billion four hangs in the balance. . . A
billion four can be made literally if it became one of their ETFs or mutual funds or if they did a tender.”

Mr. Weinstein’s comparison of the Funds to the Grayscale Bitcoin Trust and his suggestion that the Funds should
convert to a mutual fund or ETF similar to the Grayscale Bitcoin Trust’s conversion to an exchange-traded product are extremely misleading to investors and shareholders. The above statements indicate that exchange-listed closed-end funds registered under the Investment Company Act of 1940 (the “1940 Act”), such as the Funds, are comparable to the Grayscale Bitcoin Trust, which was and is not a 1940 Act-registered closed-end fund. The Grayscale Bitcoin Trust was initially structured as a closed-end vehicle because the Commission had
not, at the time of its formation, declared effective registration statements for Bitcoin exchange-traded products, not because the Grayscale Bitcoin Trust’s strategy and holdings were inconsistent with an
open-end, exchange-traded product structure.1 The Funds, on the other hand, are structured as 1940 Act-registered closed-end funds, as opposed to ETFs or mutual funds, specifically because their respective strategies, holdings and/or use of leverage would be impermissible in an open-end
fund structure under the 1940 Act. If the Funds were to seek to convert to ETFs, they would first be required to make changes to their strategies, sell certain illiquid investment holdings at potentially inopportune times and/or reduce or change
their employment of leverage.

2.
 “. . .[BlackRock is] actually blocking [Saba] from speaking to shareholders . . .”

 “BlackRock is not giving us the names of the people who asked to be contacted, which is also
unusual…”

 These statements are patently false. Neither BlackRock nor the Funds have ever
“blocked” Saba from speaking to shareholders. The Funds have provided or are in the process of providing, in a timely

1 Following the Commission’s recent declarations of effectiveness for various Bitcoin exchange-traded
products, the Grayscale Bitcoin Trust was able to transition to an exchange-traded fund.

 2

Securities and Exchange Commission

 Division of Investment Management

May 15, 2024

manner, Saba and Mr. Weinstein with all shareholder records required to be provided under the Funds’ governing documents and/or applicable law in response to proper requests from Saba
and/or Mr. Weinstein. 

3.
 “These 10 funds that we’ve nominated people to the board of, if BlackRock pressed a button like
we’ve done before six dozen times and allowed investors to get out just at fair value, …the number is staggering Andrew, it’s $1.4 billion.”

 “$1.4 billion would be
made if these funds traded as well as [BlackRock’s] ETFs.”

 “. . . and so we gave them the gain
that we’re asking BlackRock to give to make this $1.4 billion.”

“A billion four hangs in the balance. . . A billion four can be made
literally if it became one of their ETFs or mutual funds or if they did a tender.”

 Contrary to
Mr. Weinstein’s false and misleading statement, $1.4 billion is not “on the table” or “would be made” for shareholders if the Funds were to liquidate. The above statements, the first of which was made in response
to the question “How much money do you think is on the table here if you’re successful, for shareholders?”, indicates that shareholders would realize the full amount of the Funds’ discounts to net asset value if the Funds were to
liquidate, which is false and misleading. As closed-end funds, the Funds are not limited in the amount of illiquid investments they may hold. Many of the Funds hold a significant portion of their assets in
illiquid investments. If these Funds were to liquidate and distribute cash to shareholders, they would be required to sell a large portion of their portfolio holdings at potentially inopportune times and disadvantageous prices.2 The Funds would also bear significant transaction costs in a forced liquidation of portfolio holdings and in connection with the redemption of their preferred shares and unwinding of tender option
bonds.

4.
 “They’re portfolios of assets managed by venerable managers like BlackRock and sometimes,
unlike ETFs, unlike mutual funds, they trade at deep discounts to their objective value and that discount can be corrected with the press of a button and that’s what we’re here to do.”

“These 10 funds that we’ve nominated people to the board of, if BlackRock pressed a button
like we’ve done before six dozen times and allowed investors to get out just at fair value, …the number is staggering Andrew, it’s $1.4 billion.”

Through these statements, Mr. Weinstein wrongfully attempts to create an impression that collapsing the Funds’
discounts to net asset value is a simple maneuver that can be effected instantaneously, like “the press of a button.” This is false and misleading. There is no single “button” that BlackRock or any other person could press to
make the $1.4 billion that Mr. Weinstein is promising to investors appear. Even if the proposal put out by Mr. Weinstein to liquidate the Funds or to open-end the Funds was pursued, the Funds
would need to successfully traverse multiple layers of contingencies, including board approval, shareholder approval and other regulatory processes.

5.
 “There isn’t one word [BlackRock] said that’s at all accurate.”

 This statement, provided in response to a statement of BlackRock read by the interviewer, is false, as
well as misleading as it impugns BlackRock’s “character, integrity [and] personal reputation” and

 2 See Note (a) to Rule 14a-9 of the Proxy Rules.

 3

Securities and Exchange Commission

 Division of Investment Management

May 15, 2024

“makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.”3

6.
 “The vote that BlackRock will take next month, is to count people who don’t vote as if they
were BlackRock votes.”

 This statement is patently false. Certain of the Funds’ bylaws
contain a provision that requires a majority of outstanding shares to elect trustees in a contested election. As disclosed in the applicable definitive proxy statements filed with the Commission on April 25, 2024, abstentions and broker non-votes, if any, with respect to the election of trustees at each of these fund’s 2024 annual meeting of shareholders will have the same effect as a vote against a nominee, not for an
incumbent board nominee as Mr. Weinstein claims.

7.
 “They’re treating their shareholders in their stock versus shareholders in their closed-end fund stock like second class citizens compared to BLK.”

This statement is false, as well as misleading as it impugns BlackRock’s “character, integrity [and] personal
reputation” and “makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.”4

8.
 “[Larry Fink’s] employees own these funds. They are rooting for the discount to go
away.”

 This statement is unsubstantiated and misleading. Saba provides no support for the
assertion regarding the sentiment of BlackRock employees who own shares of the Funds. Additionally, Saba’s statement that “[Larry Fink’s] employees own these funds” misleadingly makes it appear as if the Funds are owned solely by
BlackRock employees, rather than by thousands of retail investors.

 *  *  *  *  *

The Funds respectfully request that the Staff require Mr. Weinstein and Saba to: (1) fully comply with Rule 14a-9 under the Exchange Act with respect to its solicitation activities for the Funds’ upcoming annual meetings; and (2) cease making such violations of Rule 14a-9
in the future.

 The Funds thank the Staff for their attention to this matter. Please direct any questions that you may
have with respect to the foregoing or any requests for supplemental information to Elliot J. Gluck at (212) 728-8138.

Very truly yours,

 /s/ Elliot Gluck

Elliot Gluck

 3 See Note (b) to Rule 14a-9 of the Proxy Rules.

 4 Id.

 4

CORRESP
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CORRESP

 787 Seventh Avenue    

New York, NY 10019-6099 

Tel:  212 728 8000      

Fax: 212 728 8111      

 May 13, 2024

 David L.
Orlic, Esq.

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 BlackRock California Municipal Income Trust

BlackRock Capital Allocation Term Trust

BlackRock ESG Capital Allocation Term Trust

BlackRock Health Sciences Term Trust

BlackRock Innovation and Growth Term Trust

BlackRock MuniHoldings New York Quality Fund, Inc.

BlackRock MuniYield New York Quality Fund, Inc.

BlackRock MuniYield Pennsylvania Quality Fund

BlackRock New York Municipal Income Trust

BlackRock Science and Technology Term Trust

Violations of the Proxy Rules under the Securities Exchange Act of 1934 (the “Exchange Act”) – Posts on X.com by
Mr. Boaz Weinstein, certain of which were filed by Saba Capital Management, L.P. with the Securities and Exchange Commission on Schedule 14A

Ladies and Gentlemen:

 On
behalf of our clients BlackRock California Municipal Income Trust (“BFZ”), BlackRock Capital Allocation Term Trust (“BCAT”), BlackRock ESG Capital Allocation Term Trust (“ECAT”), BlackRock Health
Sciences Term Trust (“BMEZ”), BlackRock Innovation and Growth Term Trust (“BIGZ”), BlackRock MuniHoldings New York Quality Fund, Inc. (“MHN”), BlackRock MuniYield New York Quality Fund, Inc.
(“MYN”), BlackRock MuniYield Pennsylvania Quality Fund (“MPA”), BlackRock New York Municipal Income Trust (“BNY”) and BlackRock Science and Technology Term Trust (“BSTZ,” and
collectively with BFZ, BCAT, ECAT, BMEZ, BIGZ, MHN, MYN, MPA and BNY, the “Funds”), we respectfully bring to the attention of the staff (the “Staff”) of the Division of Investment Management of the Securities and
Exchange Commission (the “Commission”) material violations of the Securities Exchange Act of 1934, as amended, and Regulation 14A promulgated thereunder (the “Proxy Rules”), contained in: (1) posts, reposts and
reply posts on X.com by Mr. Boaz Weinstein (collectively, the “Posts”), including such Posts filed by Saba Capital Management, L.P. ( “Saba Capital,” and with its affiliates, “Saba”) with the
Commission on Schedule 14A on form type DFAN 14A; and (2) the website available at the URL,“heyblackrock.com,” which has been linked in multiple Posts and the content of which has been included in certain filings made by Saba Capital
with the Commission on Schedule 14A on form type DFAN 14A (the “Website”). Each of Saba Capital and Mr. Weinstein, the Managing Member of the

BRUSSELS CHICAGO DALLAS FRANKFURT HOUSTON LONDON 
LOS ANGELES MILAN

 MUNICH NEW
YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON

Securities and Exchange Commission

 Division of Investment Management

May 13, 2024

general partner of Saba Capital, is a “participant in a solicitation” (as defined in Rule 14a-101 under the Exchange Act) with respect to each
Fund.

 As described below, certain Posts and certain statements on the Website violate the Proxy Rules in multiple
material respects. We respectfully request that the Staff take action to protect the Funds’ shareholders from the negative impact of such violations and false, misleading, unsubstantiated, incomplete and inaccurate information put forth by
Mr. Weinstein and Saba.

I.
 Violations of Rule 14a-9 in the Posts

 Below, we set out in italicized typeface (certain text bolded for emphasis) examples of
relevant portions of Posts that violate Rule 14a-9 of the Proxy Rules. We have also included explanations of how such Posts violate Rule 14a-9.

1.
 “Shareholders in the 10 @BlackRock funds in question stand to make $1.4 billion
profit if given the same liquidity that investors in BlackRock ETFs and Mutual Funds get everyday (sic). NAV.” – Post on May 3, 2024 (see Exhibit A)

The above statement, along with statements in multiple other Posts (all of which are set out on Exhibit A), claim that
Fund shareholders would earn or gain “$1.4 billion” if they were offered the opportunity to exit the Funds at net asset value (“NAV”). These statements indicate that shareholders would realize the full amount of the
Funds’ discounts to NAV if the Funds were to liquidate, which is false and misleading. As closed-end funds, the Funds are not limited in the amount of illiquid investments they may hold. Many of the Funds
hold a significant portion of their assets in illiquid investments. If these Funds were to liquidate and distribute cash to shareholders, they would be required to sell a large portion of their portfolio holdings at potentially inopportune times and
disadvantageous prices.1 The Funds would also bear significant transaction costs in a forced liquidation of portfolio holdings and in connection with the redemption of their preferred shares and
unwinding of tender option bonds. Thus, contrary to Mr. Weinstein’s false and misleading Posts, shareholders do not “stand to make $1.4 billion profit” if the Funds were to liquidate.

2.
 “Our recent federal lawsuit is to invalidate @BlackRock counting non-voters as votes for BlackRock! You can’t make this stuff up! Just outrageous and makes it impossible for shareholders to vote for change.” – Post on May 2,
2024 (see Exhibit B)

 The above-referenced Post, which appears to reference a recent lawsuit
filed by Saba Capital against ECAT, contains multiple false and misleading statements in violation of Rule 14a-9. The statement that ECAT “[counts] non-voters as
votes for BlackRock” is patently false. ECAT’s bylaws contain a provision that requires a majority of outstanding shares to elect trustees in a contested election. As disclosed in ECAT’s definitive proxy statement filed with the
Commission on April 25, 2024, abstentions and broker non-votes, if any, with respect to the election of trustees at ECAT’s 2024 annual meeting of shareholders will have the same effect as a
vote against a nominee, not for a board nominee as Mr. Weinstein claims in the Post.

 The statement that it is
“impossible for shareholders to vote for change” is also false. As ECAT is subject to the Investment Company Act of 1940, as amended (the “1940 Act”), its shareholders are entitled to equal voting rights, and a majority of
ECAT’s shareholders can vote to elect the trustees of their choosing.

1 See Note (a) to Rule 14a-9 of the Proxy Rules.

 - 2 -

Securities and Exchange Commission

 Division of Investment Management

May 13, 2024

3.
 “Exhibit A is $BIGZ. It lost 53% since its 2021 IPO. Almost 1/3rd of the loss is from the discount to NAV. The fund underperformed its benchmark by a shameful 45% but BlackRock continues to stymie shareholders who want out from getting
NAV.” – Post on May 3, 2024 (see Exhibit A)

 The above statement is false
and misleading. Neither BlackRock nor BIGZ has ever or “continues to stymie shareholders who want out from getting NAV.” As a closed-end fund, BIGZ does not issue redeemable securities and is
operating in accordance with the 1940 Act and its governing documents. Under BIGZ’s Agreement and Declaration of Trust, shareholders have the opportunity to receive NAV for their shares at the end of BIGZ’s
12-year term.

4.
 “Since 2014 Saba has fixed dozens of funds exactly as we propose to do here.” –
Post on May 3, 2024 (see Exhibit A)

 This statement is unsubstantiated, false and
misleading. Saba provides no support as to how it has “fixed” any, let alone “dozens”, of funds. Further, Saba has not proposed to “fix” any of the Funds. It has proposed nominees for election to the board of directors
or trustees of the Funds, as applicable, and proposals to terminate the investment management agreements for certain of the Funds.

5.
 “If the 10 @blackrock funds below offered investors an exit at NAV – which is what Saba
nominees propose if elected – all shareholders would earn $1.4 billion.” – Post on May 3, 2024 (see Exhibit A)

This statement is extremely misleading and false. The nominees proposed by Saba have not “proposed” to investors
“an exit at NAV,” nor for that matter has Saba submitted such proposal to the Funds. Further, the Saba nominees are not currently in a position to commit, if elected, to making a proposal with respect to the Funds. If elected, the Saba
nominees would be required to consider any proposal with respect to the Funds in a manner consistent with their fiduciary duties. Additionally, even if all Saba nominees are elected, the Saba nominees would only constitute a majority of the board of
trustees, and thus be able to unilaterally approve actions on behalf of the board, for ECAT, BIGZ and MPA, not “the 10 @blackrock funds” referenced in the statement. Finally, even in the event that a Fund’s board approves an
“exit at NAV” proposed by the Saba nominees, shareholder approval would still be required. Each of these is a substantial contingency between a Saba nominee proposing an exit at NAV (which none has, to our knowledge) and an investor being
able to exit at NAV, and their omission renders this statement extremely misleading.

 In addition, as discussed above in
1., the statement indicating that shareholders would “earn $1.4 billion” is false and misleading.

6.
 “When you open a brokerage account, you’re asked if you want to be contacted in the case of a
contested election. @BlackRock last year and this year withheld sending us the contact info! You cannot make this stuff up! BlackRock, aren’t you embarrassed?” – Post on May 3, 2024 (see Exhibit C)

 This statement is false. Neither BlackRock nor the Funds have “withheld” contact information,
but rather have provided or are in the process of providing Saba and Mr. Weinstein with all shareholder records required to be provided under the Funds’ governing documents and/or applicable law in response to proper requests from Saba and/or
Mr. Weinstein.

7.
 “I love the subtext in B-Rock’s response:
‘He’s coming after our fee machine…and, Saba could displace us as managers of our funds. The nerve!’” – Post on May 3, 2024 (see Exhibit D)

This statement is false, as well as misleading as it impugns BlackRock’s “character, integrity [and] personal
reputation” and “makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.”2

2 See Note (b) to Rule 14a-9 of the Proxy Rules.

 - 3 -

Securities and Exchange Commission

 Division of Investment Management

May 13, 2024

8.
 “The silence is deafening – it’s a fact that Saba’s proposal to give
shareholders an exit at NAV will produce a gain across 10s of thousands of small investors and everyone in between, of 1.4 billion!!” – Post on May 3, 2024 (see Exhibit B)

This statement is false and misleading for the reasons already discussed above in 1. and 5.

9.
 “@BlackRock and Larry Fink shit the bed with their horrendous management and the awful
performance of their pathetic closed-end funds.” – Post on May 3, 2024 (see Exhibit E)

This statement is false, as well as misleading as it impugns the “character, integrity [and] personal reputation” of
BlackRock, its CEO and the Funds without factual foundation.3

10.
 “… it lays bare how badly @BlackRock funds have performed in the past 3 years and
also how deceitful they have been with the @business reporters and their shareholders. To both, they bragged about $BIGZs last 16 month performance, and kept a straight face…
and then go on a campaign to obfuscate the truth is a trifecta of shame.” – Post on May 4, 2024 (see Exhibit A)

These statements are misleading as they impugn the “character, integrity [and] personal reputation” of the Funds
without factual foundation.4

11.
 “… you’ll be shocked how @BlackRock entrenched themselves and
disenfranchised shareholders. Moreover, they’ve given their hand-picked board a terrible conflict of interest by paying them to be on 70 of their boards at the same time.” – Post on May 4, 2024
(see Exhibit F)

 These statements are unsubstantiated, false and misleading. Saba provides no
factual basis as to how BlackRock has “entrenched themselves and disenfranchised shareholders.” The statement alleging that the board members of the Funds are “hand-picked” is misleading. All of the current directors or trustees
of the Funds have been elected by shareholders, not “hand-picked” by BlackRock. In addition, as required by Rule 0-1 under the 1940 Act, all of the independent directors and trustees were selected
and nominated by the other independent directors and trustees, not “hand-picked” by BlackRock.

 The claim that
the board has a “terrible conflict of interest by [BlackRock] paying them to be on 70 of their boards at the same time” is false and misleading. BlackRock does not pay the independent directors and trustees – they are compensated by
the Funds. The statement regarding the directors and trustees serving on 70 boards disregards important distinctions between serving on the boards of multiple funds advised by the same investment adviser or its affiliates (referred to as a
“fund complex”) and serving on the boards of multiple operating companies in different lines of business. The funds within a fund complex often share similar issues and the boards of such funds (which are often comprised of the same
individuals) generally meet simultaneously in joint board meetings. Both the Commission and the New York Stock Exchange (the “NYSE”), the national securities exchange on which the Funds are listed, acknowledge this distinction.5 Further, these statements are misleading because they impugn the “character, integrity [and] personal reputation” of BlackRock and the Fund board members.

3 Id.

4 Id.

5 Item 18.1 of Form N-2 requires a fund to
distinguish between a director’s service on multiple boards of funds within the same fund complex and service on other public company boards. In addition, Section 301 of the Listed Company Manual of the NYSE provides that for purposes of
Section 303A.07(a) of the NYSE Listed Company Manual, which requires certain disclosures when a member of a listed company’s audit committee simultaneously serves on the audit committees of more than three public companies, service on
multiple boards in the same fund complex will be counted as one board. Moreover, according to its United States Policies & Procedures (Non-Compensation) Frequently Asked Questions, Institutional
Shareholder Services (“ISS”) similarly distinguishes between oversight of multiple funds within the same fund complex and overseeing multiple operating companies, by counting one fund complex as one board for purposes of counting
boards when determining if a director is “overboarded” under ISS’ United States Proxy Voting Guidelines.

 - 4 -

Securities and Exchange Commission

 Division of Investment Management

May 13, 2024

12.
 “As is apparent from everyone reading this, the tension that has prevented them from doing so is
pure GREED. The desire to keep their fee machine running at full size and for the full duration.”

These statements are false, as well as misleading as they impugn BlackRock’s “character, integrity [and] personal
reputation” and “make[] charges concerning improper, illegal or immoral conduct or associations, without factual foundation.”6

II.
 Violations of Rule 14a-9 on the Website

 Below, we set out in italicized typeface (certain text bolded for emphasis) examples of
statements on the Website that violate Rule 14a-9 of the Proxy Rules. We have also included explanations of how such statements violate Rule 14a-9.

1.
 “BlackRock considers itself a leader in governance – but is crushing shareholder
rights. Saba intends to hold BlackRock accountable for running its closed-end funds into the ground.”

These statements are unfounded and false. They are also misleading as they impugn BlackRock’s “character, integrity
[and] personal reputation” and “make[] charges concerning improper, illegal or immoral conduct or associations, without factual foundation.”7

III.
 Violation of Rule 14a-6(b) by Saba Capital

 The

CORRESP
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CORRESP

 787 Seventh Avenue

 New York, NY 10019-6099

 Tel: 212 728 8000

Fax: 212 728 8111

 April 25, 2024

 VIA
EDGAR

 David Orlic  

 Division of Investment
Management

 Securities and Exchange Commission

 100 F Street,
NE

 Washington, DC 20549

Re:
 Preliminary Proxy Materials on Schedule 14A

for the Registrants listed on Appendix A hereto     

Dear Mr. Orlic:

 On behalf of BlackRock California
Municipal Income Trust (“BFZ”), BlackRock Capital Allocation Term Trust (“BCAT”), BlackRock ESG Capital Allocation Term Trust (“ECAT”), BlackRock Health Sciences Term Trust
(“BMEZ”), BlackRock Innovation and Growth Term Trust (“BIGZ”), BlackRock Municipal Income Fund, Inc. (“MUI”), BlackRock MuniHoldings New York Quality Fund, Inc. (“MHN”), BlackRock
MuniYield New York Quality Fund, Inc. (“MYN”), BlackRock MuniYield Pennsylvania Quality Fund (“MPA”), BlackRock New York Municipal Income Trust (“BNY”) and BlackRock Science and Technology Term
Trust (“BSTZ”) (collectively, the “Funds”), this letter responds to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) to the undersigned and Eli Schwartz of Willkie Farr & Gallagher LLP by telephone on April 18, 2024 regarding the preliminary proxy materials filed with the Commission on April 9, 2024
by each Fund (the “Preliminary Proxy Materials”) and the additional solicitation materials filed with the Commission on April 10, 2024 or April 16, 2024, as applicable, by each Fund other than MUI (the “Additional
Solicitation Materials”).

 The Staff’s comments are summarized below in italicized text. We have discussed the Staff’s comments with
representatives of the Funds. The Funds’ responses to the comments of the Staff are set out immediately under the restated comment. Please note that we have not independently verified information provided by the Funds. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the applicable Preliminary Proxy Materials.

BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS
 ANGELES MILAN

 MUNICH NEW
YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON

 April 25, 2024

Page
 2

 Comment No. 1:

Preliminary Proxy Materials for each of ECAT, BIGZ and MPA. The Staff had the following comments relating to the following statement in the Question and Answer section, in the response to the question “What other information
should I know in deciding how to vote?”: “…Saba is attempting to take complete control of the Board for its own benefit without regard to other shareholders…”

 Comment No. 1a:

Please qualify the above-mentioned statement to reflect that it is based on management’s belief:

 Response:

In response to the above comment, the relevant portion of the above-referenced statement will be revised as follows (additions underlined):

“…the Board believes that Saba is attempting...”

 Comment No. 1b:

Please confirm that there are no circumstances under applicable state law or the applicable Fund’s organizational documents requiring supermajority approval or that would modify “complete control.”

 Response:

In response to the above comment, the relevant portion of the above-referenced statement will be revised as follows (additions underlined; deletions in strikethrough):

“…attempting to take complete control of a majority of the Board for its own benefit without regard
to other shareholders…”

 Comment No. 1c:

Please confirm that the portion of the above-mentioned statement pertaining to “complete control” is not used in the Preliminary Proxy Materials of any Fund for which a shareholder has submitted nominees for less than a majority of
the Board.

 Response:

The Funds confirm that the portion of the above-mentioned statement pertaining to “complete control” is not used in the Preliminary Proxy Materials of any Fund for which a shareholder has submitted nominees for less than a majority of
the Board.

 Comment No. 2:

Preliminary Proxy Materials for each of BFZ, MUI, MHN, MYN, MPA and BNY. In the section entitled “Vote Required and Manner of Voting Proxies,” please advise as to the meaning of the following sentence: “Preferred Shares
of the Fund held in ‘street name’ may be counted for purposes of establishing a quorum of shareholders if no instructions are received one business day before the meeting or, if adjourned, postponed, or delayed, one business day before the
day to which the meeting is adjourned, postponed, or delayed.”

 Response:

The above-mentioned sentence will be removed in the definitive proxy materials.

 - 2 -

 April 25, 2024

Page
 3

 Comment No. 3:

All Preliminary Proxy Materials. Page D-1 of the Preliminary Proxy Materials states that “[t]he [Trust/Fund] compensates the CCO for his services as its CCO.”
Please provide the aggregate compensation amount for the CCO by the relevant Fund or otherwise confirm to the Staff why the Funds believe this disclosure is not required.

 Response:

The Funds believe this disclosure is not required by Item 22(b)(13) of Schedule 14A because the CCO’s aggregate compensation amount from each Fund for its most recently completed fiscal year was not in excess of $60,000.

 Comment No. 4:

Preliminary Proxy Materials for each of BCAT, ECAT, BIGZ, BMEZ and MUI. Please confirm that the definitive proxy materials will be filed no earlier than 30 calendar days after the Fund’s opposition statement is or was provided to
the shareholder in accordance with Rule 14a-8(m)(3)(ii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 Response:

The Funds confirm that the definitive proxy materials will be filed no earlier than 30 calendar days after the applicable opposition statement was provided to the shareholder in accordance with Rule
14a-8(m)(3)(ii) under the Exchange Act.

 Comment No. 5:

All Additional Solicitation Materials. Please refrain from making the statement “your fund is under attack” in future solicitation materials.

 Response:

The Funds will not make the statement “your fund is under attack” in future solicitation materials.

* * * * * * * * * *

Please do not hesitate to contact me at (212) 728-3953 if you have comments or if you require
additional information regarding the Funds.

 Respectfully submitted,

/s/ Nicole M. Ventura

 Nicole M. Ventura

cc:
 Janey Ahn, Esq., BlackRock, Inc.

Benjamin Niehaus, Esq., BlackRock, Inc.

Bomi Lee, Esq., BlackRock, Inc.

Elliot J. Gluck, Esq., Willkie Farr & Gallagher LLP

Bissie K. Bonner, Esq., Willkie Farr & Gallagher LLP

Eli S. Schwartz, Esq., Willkie Farr & Gallagher LLP

 - 3 -

 April 25, 2024

Page
 4

 Appendix A

BlackRock California Municipal Income Trust (File No. 811-10331)

BlackRock Capital Allocation Term Trust (File No. 811-23564)

BlackRock ESG Capital Allocation Term Trust (File No. 811-23701)

BlackRock Health Sciences Term Trust (File No. 811-23466)

BlackRock Innovation and Growth Term Trust (File No. 811-23625)

BlackRock Municipal Income Fund, Inc. (File No. 811-21348)

BlackRock MuniHoldings New York Quality Fund, Inc. (File No. 811-08217)

BlackRock MuniYield New York Quality Fund, Inc. (File No. 811-06500)

BlackRock MuniYield Pennsylvania Quality Fund (File No. 811-07136)

BlackRock New York Municipal Income Trust (File No. 811-10337)

BlackRock Science and Technology Term Trust (File No. 811-23428)

 - 4 -

CORRESP
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SEC Comment Response Letter

 787 Seventh Avenue

 New York, NY
10019-6099

 Tel: 212 728 8000

 Fax: 212 728 8111

 August 4, 2023

Mr. David Manion

 Division of Investment Management

Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

Re:
 Annual Reports of the Funds Listed on Appendix
A

Dear Mr. Manion:

 On behalf of the funds
set forth in Appendix A (each, a “Fund” and collectively, the “Funds”), this letter responds to comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) to the undersigned and Eli Schwartz of Willkie Farr & Gallagher LLP by telephone on July 5, 2023 regarding the Annual Reports to Shareholders on
Form N-CSR (each, an “Annual Report”) and the Annual Report for Registered Investment Companies on Form N-CEN (each, a “Form N-CEN” and together with the Annual Reports, the “Reports”) of each Fund for the fiscal year ended as of the date specified for such Fund in Appendix A.

For your convenience, the substance of the Staff’s comments has been restated below. We have discussed the Staff’s comments with
representatives of the Funds. Each Fund’s joint or individual responses to each comment, as applicable, are set out immediately under the restated comment. Please note that we have not independently verified information provided by the Funds.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the relevant Report(s).

 Comment
No. 1:        Please discuss generally the reason(s) for the amendments to Form N-CEN filed by certain Funds on May 4, 2023.
For future amendments to Form N-CEN, please include the reason(s) for the amendment in a cover letter to the filing or an explanatory note in the filing.

Response:                  The aforementioned amendments to Form N-CEN were filed to update certain performance related information in Item C.3.ii and Item C.3.iii. The Funds will include the reason(s) for future amendments to Form
N-CEN in a cover letter to the filing or in an explanatory note in the filing.

BRUSSELS    CHICAGO    FRANKFURT
HOUSTON    LONDON    LOS ANGELES    MILAN

NEW YORK    PALO
ALTO    PARIS    ROME    SAN FRANCISCO    WASHINGTON

 Comment No. 2:         BlackRock Enhanced
Government Fund, Inc.’s portfolio turnover has increased significantly over the prior two fiscal years based on historic trends. Please discuss generally the factors that have led to this increase. For the Funds’ future shareholder
reports, please consider discussing the impact of significant changes in portfolio turnover on the Fund’s performance in the Management’s Discussion of Financial Performance.

Response:                 Significant volatility in interest rates and
fixed income markets more broadly during the last two fiscal years resulted in higher portfolio turnover within BlackRock Enhanced Government Fund, Inc. During the last two fiscal years, the Fund increased its mortgage-backed securities exposure to
take advantage of mortgage valuations. The rise in mortgage-backed securities exposure combined with rolling of new “to-be-announced” contracts factored into
the increase in portfolio turnover. The Funds will consider including a discussion of the impact of significant changes in portfolio turnover on a Fund’s performance in the Management’s Discussion of Financial Performance in future
shareholder reports.

 Comment No. 3:        In response to Item C.7.n.i of BlackRock
Inflation Protected Bond Portfolio’s Form N-CEN filed on March 13, 2023, the Fund responded affirmatively that it was excepted from Rule 18f-4 as
a limited derivatives user. In addition, in response to Item C.7.n.ii, the Fund responded affirmatively that it was a leveraged/inverse fund excepted from the requirements to comply with limit on fund leverage in Rule
18f-4. The Staff notes that the Fund had reverse repurchase agreements open at December 31, 2022 that were greater than 10% of net assets and the average notional value of the Fund’s
derivatives also exceeded 10% of net assets.

(a)
 How does the Fund meet the exception requirements under 18f-4 as a
limited derivatives user give the volume of its derivatives at period end?

(b)
 For the purposes of Rule 18f-4, are reverse repurchase agreements
considered derivatives?

(c)
 How does the Fund meet the requirements of an leveraged/inverse fund?

(d)
 How does the Fund meet the exception to the requirements to limit fund leverage risk in Rule 18f-4(c)(5)?

 Response:
             The Fund notes that it filed an amended Form N-CEN on June 16, 2023 to correct the responses to Item C.7.n by removing the
affirmative responses to Items C.7.n.i and C.7.n.ii and instead responding affirmatively to Items C.7.n.iii and C.7.n.vi. As indicated in the response to Item C.7.n.iii in the Fund’s amended Form N-CEN
filing, the Fund did not treat reverse repurchase agreements or similar financing transactions as derivatives for purposes of Rule 18f-4 during the fiscal year covered by the Form N-CEN.

 Comment No. 4:     BlackRock Exchange Portfolio’s current
policy is to retain long-term capital gains and pay excise tax at current federal tax rates, for which the Fund has accrued expenses. For future financial statements, please consider additional disclosure on how the estimate for this accrual is
determined, including the rates and other items which are a part of this estimate.

 Response:
             BlackRock will consider adding the requested disclosure regarding the estimates for the Fund’s accrued federal income taxes in future financial statements.

 - 2 -

 Comment No. 5:         For certain Funds
(for example, BlackRock Global Allocation V.I. Fund, BlackRock Capital Allocation Term Trust and BlackRock ESG Capital Allocation Term Trust), the Staff would expect to see a “commitments and contingencies” line item in the Statement of
Assets and Liabilities, even if there are none as of the date of the Statement. In addition, when Funds have equity commitments, they should disclose the nature and risks of such equity commitments in the Notes to Financial Statements, as required
by ASC 820-10-50-6A. Please address these comments in future shareholder reports, as applicable.

Response:                  When applicable, BlackRock will add a
“commitments and contingencies” line item to the Statements of Assets and Liabilities in future shareholder reports and include disclosure regarding the nature and risks of such equity commitments in the Notes to Financial Statements.

Comment No. 6:         The Staff notes that the gross and net expense ratios for
Class I and II shares of BlackRock Advantage Large Cap Core V.I. Fund increased as compared to the prior fiscal year, whereas the Fund’s Class III shares’ gross
expense ratio decreased and its net expense ratio increased as compared to the prior fiscal year. Please explain the reasons for the increases and the reason why Class III shares’ gross expense ratio
decreased while all other expense ratios increased.

 Response:
            In 2022, BlackRock Advantage Large Cap Core V.I. Fund experienced a 60% decrease in average net assets which was primarily due to a 94% decrease in Class III
assets. The reduction of assets resulted in an increase of fund level expenses, including the fund’s advisory fee due to its tiered breakpoint schedule, resulting in increased gross and net expense ratios for Class I and Class II
shares of the Fund. The decrease in Class III shares’ gross expense ratio was due to a decrease in the asset-based, class-specific transfer agent fees for Class III. This amount was offset by the decrease in class-level expenses
eligible to be waived, which resulted in an increase in the Class III shares’ net expense ratio as compared to the prior fiscal period.

Comment No. 7:     For certain Funds that have fully consolidated subsidiaries for reporting purposes, the
internal control reports of the Funds’ auditors filed with Form N-CEN do not refer to consolidated financial statements. For future internal control reports, when applicable, please include references to
consolidated financial statements.

 Response:               We have
discussed this comment with our independent auditors and have confirmed that references to consolidated financial statements will be included in future internal control reports for applicable Funds.

*    *    *    *    *    *
 *    *    *    *

 - 3 -

 Please do not hesitate to contact me at (212) 728-8955 if
you have comments or if you require additional information regarding the Reports.

 Respectfully submitted,

/s/ Bissie K. Bonner

 Bissie K. Bonner

cc:
 Jessica Holly, Esq.

Bomi Lee, Esq.

 Elliot J. Gluck,
Esq.

 Jesse Kean, Esq.

 - 4 -

 Appendix A

Funds

File No.

Fiscal Year-End
of
Report

 BlackRock Liquidity
Funds

    811-02354

 BlackRock Liquid Federal
Trust Fund

10/31/2022

 California Money
Fund

10/31/2022

 FedFund

10/31/2022

 MuniCash

10/31/2022

 New York Money
Fund

10/31/2022

 TempCash

10/31/2022

 TempFund

10/31/2022

 T-Fund

10/31/2022

 Treasury Trust
Fund

10/31/2022

 BlackRock Sustainable
Balanced Fund, Inc.

811-02405

5/31/2022

 BlackRock Funds VII,
Inc.

811-02661

4/30/2022

 BlackRock Series Fund,
Inc.

811-03091

 BlackRock Advantage Large
Cap Core Portfolio

12/31/2022

 BlackRock Capital
Appreciation Portfolio

12/31/2022

 BlackRock Global
Allocation Portfolio

12/31/2022

 BlackRock Government Money
Market Portfolio

12/31/2022

 BlackRock Sustainable
Balanced Portfolio

12/31/2022

 BlackRock Variable
Series Funds, Inc.

811-03290

 BlackRock 60/40 Target
Allocation ETF V.I. Fund

12/31/2022

 BlackRock Advantage Large
Cap Core V.I. Fund

12/31/2022

 BlackRock Advantage Large
Cap Value V.I. Fund

12/31/2022

 BlackRock Advantage SMID
Cap V.I. Fund

12/31/2022

 - 5 -

Funds

File No.

Fiscal Year-End
of
Report

 BlackRock Basic Value V.I.
Fund

12/31/2022

 BlackRock Capital
Appreciation V.I. Fund

12/31/2022

 BlackRock Equity Dividend
V.I. Fund

12/31/2022

 BlackRock Global
Allocation V.I. Fund

12/31/2022

 BlackRock Government Money
Market V.I. Fund

12/31/2022

 BlackRock International
Index V.I. Fund

12/31/2022

 BlackRock International
V.I. Fund

12/31/2022

 BlackRock Large Cap Focus
Growth V.I. Fund

12/31/2022

 BlackRock Managed
Volatility V.I. Fund

12/31/2022

 BlackRock S&P 500
Index V.I. Fund

12/31/2022

 BlackRock Small Cap Index
V.I. Fund

12/31/2022

 BlackRock Income Trust,
Inc.

    811-05542

12/31/2022

 BlackRock Global
Allocation Fund, Inc.

811-05576

4/30/2022

 BlackRock Strategic
Global Bond Fund, Inc.

811-05603

12/31/2022

 BlackRock MuniVest
Fund, Inc.

811-05611

7/31/2022

 BlackRock
Funds

811-05742

 BlackRock Advantage
Emerging Markets Fund

4/30/2022

 BlackRock Commodity
Strategies Fund

5/31/2022

 BlackRock Defensive
Advantage Emerging Markets Fund

4/30/2022

 BlackRock Defensive
Advantage International Fund

4/30/2022

 BlackRock Defensive
Advantage U.S. Fund

4/30/2022

 BlackRock Exchange
Portfolio

12/31/2022

 BlackRock Global Equity
Market Neutral Fund

4/30/2022

 BlackRock Global Impact
Fund

4/30/2022

 BlackRock International
Impact Fund

4/30/2022

 - 6 -

Funds

File No.

Fiscal Year-End
of
Report

 BlackRock Real Estate
Securities Fund

1/31/2023

 BlackRock Short
Obligations Fund

7/31/2022

 BlackRock Sustainable
Advantage Emerging Markets Equity Fund

4/30/2022

 BlackRock Sustainable
Advantage International Equity Fund

4/30/2022

 BlackRock Tactical
Opportunities Fund

4/30/2022

 BlackRock Total Factor
Fund

7/31/2022

 BlackRock U.S. Impact
Fund

4/30/2022

 iShares Developed Real
Estate Index Fund

1/31/2023

 iShares Russell Mid-Cap Index Fund

7/31/2022

 iShares Russell Small/Mid-Cap Index Fund

7/31/2022

 iShares Total U.S. Stock
Market Index Fund

7/31/2022

 BlackRock Emerging
Markets Fund, Inc.

    811-05723

4/30/2022

 BlackRock Latin America
Fund, Inc.

811-06349

4/30/2022

 BlackRock Funds
III

811-07332

 BlackRock LifePath ESG
Index 2025 Fund

10/31/2022

 BlackRock LifePath ESG
Index 2030 Fund

10/31/2022

 BlackRock LifePath ESG
Index 2035 Fund

10/31/2022

 BlackRock LifePath ESG
Index 2040 Fund

10/31/2022

 BlackRock LifePath ESG
Index 2045 Fund

10/31/2022

 BlackRock LifePath ESG
Index 2050 Fund

10/31/2022

 BlackRock LifePath ESG
Index 2055 Fund

10/31/2022

 BlackRock LifePath ESG
Index 2060 Fund

10/31/2022

 BlackRock LifePath ESG
Index 2065 Fund

10/31/2022

 BlackRock LifePath ESG
Index Retirement Fund

10/31/2022

 iShares U.S. Aggregate
Bond Index Fund

12/31/2022

 - 7 -

Funds

File No.

Fiscal Year-End
of
Report

 BlackRock MuniHoldings
New York Quality Fund, Inc.

811-08217

7/31/2022

 BlackRock Debt
Strategies Fund, Inc.

811-08603

12/31/2022

 BlackRock Core Bond
Trust

811-10543

12/31/2022

 BlackRock Virginia
Municipal Bond Trust

811-21053

7/31/2022

 BlackRock Municipal
Income Trust II

811-21126

7/31/2022

 BlackRock Municipal
Income Quality Trust

811-21178

7/31/2022

 BlackRock Corporate
High Yield Fund, Inc.

811-21318

12/31/2022

 BlackRock Limited
Duration Income Trust

811-21349

12/31/2022

 BlackRock Floating Rate
Income Strategies Fund, Inc.

811-21413

12/31/2022

 BlackRock Enhanced
Capital and Income Fund, Inc.

811-21506

12/31/2022

 BlackRock Floating Rate
Income Trust

811-21566

12/31/2022

 BlackRock Energy and
Resources Trust

    811-21656

12/31/2022

 BlackRock Health
Sciences Trust

811-21702

12/31/2022

 BlackRock Enhanced
Global Dividend Trust

811-21729

12/31/2022

 BlackRock Unconstrained
Equity Fund

811-21759

10/31/2022

 BlackRock Enhanced
Equity Dividend Trust

811-21784

12/31/2022

 BlackRock Enhanced
Government Fund, Inc.

811-21793

12/31/2022

 BlackRock Credit
Allocation Income Trust

811-21972

12/31/2022

 BlackRock Enhanced
International Dividend Trust

811-22032

12/31/2022

 BlackRock Funds
II

811-22061

 BlackRock 20/80 Target
Allocation Fund

9/30/2022

 BlackRock 40/60 Target
Allocation Fund

9/30/2022

 BlackRock 60/40 Target
Allocation Fund

9/30/2022

 BlackRock 80/20 Target
Allocation Fund

9/30/2022

 BlackRock Dynamic High
Income Portfolio

7/31/2022

 - 8 -

Funds

File No.

Fiscal Year-End
of
Report

 BlackRock Multi-Asset
Income Portfolio

7/31/2022

 BlackRock Retirement
Income 2030 Fund

12/31/2022

 BlackRock Retirement
Income 2040 Fund

12/31/2022

 BlackRock
Resources & Commodities Strategy Trust

811-22501

12/31/2022

 BlackRock Utilities,
Infrastructure & Power Opportunities Trust

811-22606

12/31/2022

 BlackRock Multi-Sector
Income Trust

811-22774

10/31/2022

 BlackRock Science and
Technology Trust

811-22991

12/31/2022

 BlackRock Multi-Sector
Opportunities Trust

811-23285

12/31/2022

 BlackRock Variable
Series Funds II, Inc.

    811-23346

 BlackRock High Yield V.I.
Fund

12/31/2022

 BlackRock Total Return
V.I. Fund

12/31/2022

 BlackRock Series Fund
II, Inc.

811-23345

 BlackRock High Yield
Portfolio

12/31/2022

 BlackRock Funds
V

811-23339

 BlackRock Floating Rate
Income Portfolio

8/31/2022

 BlackRock Inflation
Protected Bond Portfolio

12/31/2022

BlackRock Multi-Sector Opportunities Trust II

811-23357

12/31/2022

BlackRock Science and Technology Term Trust (formerly, BlackRock Science and Technology Trust II)

811-23428

12/31/2022

BlackRock Health Sciences Term Trust (formerly, BlackRock Health Sciences Trust II)

811-23466

12/31/2022

BlackRock Capital Allocation Term Trust (formerly, BlackRock Capital Allocation Trust)

811-23564

12/31/2022

BlackRock Innovation and Growth Term Trust (formerly, BlackRock Innovation and Growth Trust)

811-23625

12/31/2022

BlackRock ESG Capital Allocation Term Trust (formerly, BlackRock ESG Capital Allocation Trust)

811-23701

12/31/2022

 - 9 -

CORRESP
1
filename1.htm

BlackRock ESG Capital Allocation Trust

 787 Seventh Avenue

New York, NY 10019-6099

Tel: 212 728 8000

 Fax:
212 728 8111

 September 20, 2021

VIA EDGAR

 David L. Orlic, Esq.

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 BlackRock ESG Capital Allocation Trust

(Securities Act File No. 333-256596, Investment Company Act File
No. 811-23701)

 Response to Staff Comments

Dear Mr. Orlic:

 On behalf of BlackRock ESG Capital
Allocation Trust (the “Trust”), this letter responds to a comment provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the
undersigned by telephone on September 13, 2021 regarding the letter filed with the Commission on July 30, 2021 responding to the Staff’s comments with respect to the Trust’s initial registration statement on Form N-2 (the “Registration Statement”) filed on May 28, 2021.

 The Staff’s comment has been restated
below in italicized text. We have discussed the Staff’s comment with representatives of the Trust. The Trust’s response to the Staff’s comment is set out immediately under the restated comment. Please note that we have not
independently verified information provided by the Trust. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.

Comment:

The staff no-action position regarding control share acquisition statutes expressed in the statement of the Division of Investment Management dated May 27, 2020 related to the
‘opting in ... and triggering [of] a control share statute.’ We note that the state in which the Trust is organized does not have a control share statute that applies to the Trust’s form of organization. As such, please disclose in
the Registration Statement or acknowledge in correspondence that the no-action position expressed in the statement does not extend to the Trust’s specific circumstances.

BRUSSELS   CHICAGO   FRANKFURT   HOUSTON
LONDON   LOS ANGELES   MILAN

 NEW
YORK   PALO ALTO   PARIS   ROME   SAN FRANCISCO   WASHINGTON

 September 20, 2021

Page 2

 Response:

The Trust acknowledges the Staff’s statement issued on May 27, 2020 entitled “Control Share Acquisition Statutes” provided no-action assurance with respect to a closed-end fund under Section 18(i) of the Investment Company Act of 1940, as amended, for opting in to and triggering a control share statute, and did not address a
closed-end fund, such as the Trust, incorporating the substance of a control share statute into its organizational documents.

*    *    *    *    *    *
 *    *    *    *

 Please do not hesitate to contact me at (212) 728-8094 if you have comments or if you require additional information regarding the Trust.

 Respectfully submitted,

 /s/ David C. Howe

 David C. Howe

cc:
 Dean A. Caruvana, Esq., BlackRock, Inc.

 Elliot J. Gluck, Esq., Willkie Farr & Gallagher LLP

 - 2 -

CORRESP
1
filename1.htm

BlackRock ESG Capital Allocation Trust

 787 Seventh Avenue

 New York, NY 10019-6099

 Tel: 212 728 8000

 Fax: 212 728 8111

 August 16, 2021

 VIA
EDGAR

 Keith O’Connell, Esq.

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 BlackRock ESG Capital Allocation Trust

 (Securities Act File No. 333-256596, Investment Company Act
File No. 811-23701)

 Response to Staff
Comments

Dear Mr. O’Connell:

On behalf of BlackRock ESG Capital Allocation Trust (the “Trust”), this letter responds to a comment provided by the staff of the
Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the undersigned by telephone on August 12, 2021 regarding the letter filed with the Commission on
August 12, 2021 responding to the Staff’s comments (the “Supplemental Response Letter”) with respect to the Trust’s initial registration statement on Form N-2 (the “Registration
Statement”) filed on May 28, 2021.

 The Staff’s comment has been restated below in italicized text. We have discussed the
Staff’s comment with representatives of the Trust. The Trust’s response to the Staff’s comment is set out immediately under the restated comment. Please note that we have not independently verified information provided by the Trust.
The Trust anticipates filing any changes to the Registration Statement described below in a Pre-Effective Amendment (the “Amendment”) to the Registration Statement. Unless otherwise indicated,
defined terms used herein have the meanings set forth in the Registration Statement.

 Comment:

 Please revise Section 12.4 of the Agreement and Declaration of Trust to state that the provision forcing a
shareholder suit to be brought in a specific court does not apply to claims arising under the federal securities laws.

 Response:

 The Trust will revise Section 12.4 of the Agreement and Declaration of Trust as requested by the Staff. The Trust will also add the
following disclosure to the Registration Statement summarizing the revised provision of Section 12.4:

Pursuant to the terms of the Agreement and Declaration of Trust, shareholders waive the right to a jury
trial to the fullest extent permitted by law in connection with any suit, action or proceeding brought by or in the right of any shareholder or any person claiming

NEW
YORK    WASHINGTON    HOUSTON    PALO ALTO    SAN
FRANCISCO    CHICAGO    PARIS    LONDON    FRANKFURT
BRUSSELS    MILAN    ROME

 August 16, 2021

Page 2

any interest in any shares of the Trust seeking to enforce any provision of, or based on any matter arising
out of, or in connection with, the Agreement and Declaration of Trust, any series or class or any shares of the Trust including any claim of any nature against the Trust, any series or class or the Trustees or officers of the Trust. In addition,
other than with respect to a claim arising under the federal securities laws (subject to Board approval of an amendment to the Agreement and Declaration of Trust), any such suit, action or proceeding must be brought exclusively in the Circuit Court
for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division.

In addition, the Trust intends to further revise the disclosure provided in Response No. 5 of the Supplemental Response Letter as follows
(additions in bold/underline and deletions in strikethrough):

 “To
determine the Trust’s investable universe, Trust management will first seek to screen out certain issuers. Such screening criteria principally includes, among other things: (i) issuers engaged in the
production of controversial weapons; (ii) issuers engaged in the production of civilian firearms; (iii) issuers that produce tobacco-related products; (iv) issuers that derive certain more than twenty percent
of revenue from thermal coal generation, unless the Trust is investing in green bonds of such issuers or the issuers have set certain targets to reduce climate impact, or more than five percent of revenue from thermal coal
mining, unless the Trust is investing in green bonds of such issuers or the issuers have set certain targets to reduce climate impact; (v) issuers that derive more than five percent of revenue from oil sands extraction, unless
the Trust is investing in green bonds of such issuers or the issuers have set certain targets to reduce climate impact; (vi) issuers ranked in the bottom half of the applicable fossil fuel issuers peer group by internal or
external ESG criteria; (vii) issuers identified by recognized third-party rating agencies as violators of the United Nations Global Compact, which are globally accepted principles covering corporate behavior in the areas of human rights, labor,
environment, and anti-corruption; and (viii) issuers receiving an ESG rating of CCC or equivalent by recognized third-party rating agencies. The Trust’s screening criteria is measured at the time of investment and is dependent upon
information and data that may be incomplete, inaccurate or unavailable. This screening criteria is subject to change over time at the Advisor’s discretion.”

*    *    *    *    *    *
 *     *    *     *

 August 16, 2021

Page 3

 Please do not hesitate to
contact me at (212) 728-8138 if you have comments or if you require additional information regarding the Trust.

Respectfully submitted,

 /s/ Elliot J. Gluck

 Elliot J. Gluck

cc:        Dean A. Caruvana, Esq., BlackRock, Inc.

CORRESP
1
filename1.htm

BlackRock ESG Capital Allocation Trust

 787 Seventh Avenue

 New York, NY 10019-6099

Tel: 212 728 8000

 Fax: 212 728 8111

 August 12, 2021

 VIA
EDGAR

 David L. Orlic, Esq.

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 BlackRock ESG Capital Allocation Trust

(Securities Act File No. 333-256596, Investment Company Act File No. 811-23701)

 Response to Staff Comments

 Dear Mr. Orlic:

On behalf of BlackRock ESG Capital Allocation Trust (the “Trust”), this letter responds to comments provided by the staff of the
Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the undersigned by telephone on August 5, 2021 regarding the letter filed with the Commission on July 30,
2021 responding to the Staff’s comments (the “Initial Response Letter”) with respect to the Trust’s initial registration statement on Form N-2 (the “Registration Statement”) filed
on May 28, 2021.

 The Staff’s comments have been restated below in italicized text. We have discussed the Staff’s comments
with representatives of the Trust. The Trust’s responses to the Staff’s comments are set out immediately under the restated comment. Please note that we have not independently verified information provided by the Trust. The Trust
anticipates filing any changes to the Registration Statement described below in a Pre-Effective Amendment (the “Amendment”) to the Registration Statement. Unless otherwise indicated, defined terms
used herein have the meanings set forth in the Registration Statement.

 Comment No. 1:

 Please revise the Trust’s 80% policy to reference environmental, social and governance (“ESG”) criteria
as described in the Registration Statement, rather than “certain” ESG criteria.

 Response No. 1:

 The Trust has revised the below sentence in the prospectus as follows (additions in bold/underline and
deletions in strikethrough):

 The Trust will invest at least 80% of its total assets in securities that, in the
Advisor’s assessment, meet certain the environmental, social and governance (“ESG”) criteria described below.

NEW YORK    WASHINGTON    HOUSTON
  PALO ALTO    SAN FRANCISCO    CHICAGO    PARIS
LONDON    FRANKFURT    BRUSSELS    MILAN    ROME

 August 12, 2021

 Page
 2

 Comment No. 2:

 Please disclose that the Trust will mark derivatives to market for purposes of the Trust’s 80%
policy.

 Response No. 2:

 The requested disclosure has been added.

 Comment No. 3:

 Please state in correspondence that the Trust will comply with Rule 13e-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with any Eligible Tender Offer, if the Eligible Tender Offer will cause the common shares to be delisted or eligible for termination of registration under
the Exchange Act, or cause reporting obligations with respect to such class to become eligible for termination.

 Response No. 3:

 The Trust respectfully declines to make the requested change, as an Eligible Tender Offer would not result in a “Rule 13e-3 transaction” that would cause the Trust to be subject to Rule 13e-3. The Registration Statement currently provides that, in the event of an Eligible Tender Offer,
the Trust would either (i) complete the tender offer and, subject to Board approval, continue its operations as a listed closed-end fund or (ii) cancel the tender offer and liquidate. Neither of the
foregoing transactions would be a “Rule 13e-3 transaction,” as that term is defined in Rule 13e-3(a)(3). In the unlikely event that the tender offer would
cause the Trust to be engaged in a transaction that constitutes a “Rule 13e-3 transaction,” the Trust will comply with Rule 13e-3 under the Exchange
Act.

 Comment No. 4:

 Please disclose the actual fee paid to BlackRock (Singapore) Limited (the
“Sub-Advisor”).

 Response No. 4:

 The Trust has added the following disclosure to the Registration Statement:

 For that portion of the Trust for which the
Sub-Advisor acts as sub-advisor, the Advisor will pay to the Sub-Advisor, an annual fee in arrears in an amount up to 50% of the
management fees received by the Advisor from the Trust with respect to the average daily value of the managed assets of the Trust allocated to the Sub-Advisor.

 Comment No. 5:

 The Trust uses several exclusionary criteria. The current disclosure notes that such criteria “includes, but is not
limited to,” certain items. Please revise to list all of the exclusionary criteria the Trust will use or indicate that the criteria listed constitute principal exclusionary criteria used by the Trust. With respect to the criteria that is listed
in item (iv) of the revised disclosure provided in Response No. 9 of the Initial Response Letter, please quantify “certain revenue derived from thermal coal generation.”

 - 2 -

 August 12, 2021

 Page
 3

 Response No. 5:

 The Trust has revised the disclosure provided in Response No. 9 of the Initial Response Letter as follows (additions
in bold/underline and deletions in strikethrough):

 “To determine the Trust’s investable universe, Trust management will
first seek to screen out certain issuers. Such screening criteria principally includes, among other things: (i) issuers engaged in the production of controversial weapons; (ii) issuers
engaged in the production of civilian firearms; (iii) issuers that produce tobacco-related products; (iv) issuers that derive certain more than five percent of revenue from thermal coal generation,
unless the Trust is investing in green bonds of such issuers or the issuers have set certain targets to reduce climate impact, or more than five percent of revenue from thermal coal mining, unless the Trust is investing in green bonds of
such issuers or the issuers have set certain targets to reduce climate impact; (v) issuers that derive more than five percent of revenue from oil sands extraction, unless the Trust is investing in green bonds of such issuers;
(vi) issuers ranked in the bottom half of the applicable fossil fuel issuers peer group by internal or external ESG criteria; (vii) issuers identified by recognized third-party rating agencies as violators of the United Nations Global
Compact, which are globally accepted principles covering corporate behavior in the areas of human rights, labor, environment, and anti-corruption; and (viii) issuers receiving an ESG rating of CCC or equivalent by recognized third-party rating
agencies. The Trust’s screening criteria is measured at the time of investment and is dependent upon information and data that may be incomplete, inaccurate or unavailable. This screening criteria is subject to change over time at the
Advisor’s discretion.”

 Comment No. 6:

 Please specify what is meant by the following phrases contained in the revised disclosure provided in Response
No. 10 of the Initial Response Letter:

 •   “third-party ESG
data”;

 •   “internal and external data sources”;
and

 •   “metrics provided by third
parties”

 Response No. 6:

 The Trust has revised the disclosure provided in Response No. 10 of the Initial Response Letter as follows (additions
in bold/underline and deletions in strikethrough):

 Trust management then seeks to allocate the Trust’s assets to issuers that
have been identified as having positive sustainability metrics within their sector using a proprietary sustainability scoring system, fundamental sector research and third-party ESG data. In evaluating

 - 3 -

 August 12, 2021

Page 4

 potential investments, the Advisor considers certain criteria, including but
not limited to: (i) whether, based on the Advisor’s proprietary methodologies using internal and external data sources and third-party data, the issuer provides positive environmental and social benefits to
third parties relative to other companies in its sector; (ii) whether a bond is a green, social or sustainability bond (e.g., the proceeds of the bond issuance are used for environmental projects that benefit the entire planet by either
directly or indirectly reducing carbon-emissions) as determined through the Advisor’s propriety methodology and in line with global norms; (iii) whether it has been determined, based on metrics provided by third parties, that
the issuer has established a decarbonization strategy based on metrics provided by third parties; and (iv) whether the issuer is aligned with the Advisor’s social and environmental criteria and/or generates revenue
associated with the UN Sustainable Development goals. Some examples of third-party data and metrics utilized by the Trust include green revenue metrics, forward looking emissions reduction commitments, revenue from socially controversial
business lines, exposure to biodiversity controversies, product mix and targeted populations.

 Comment No. 7:

 Please disclose that the ESG definition and methodology described in the Registration Statement applies to municipal
bonds, government sponsored asset-backed securities/mortgage-backed securities, and government securities (e.g., U.S. Treasuries).

 Response No. 7:

 The requested disclosure has been added.

 Comment No. 8:

 Please disclose that State Street Bank and Trust Company will serve as the custodian of both the Trust and
wholly-owned subsidiary of the Trust formed in the Cayman Islands.

 Response No. 8:

 The requested disclosure has been added.

 Comment No. 9:

 Please disclose the factors that the Board will consider in determining whether to propose a conversion to an open-end fund provided in Response No. 20 to the Initial Response Letter.

 Response No. 9:

 The requested disclosure has been added.

 Comment No. 10:

 As requested by Comment No. 23 in the Initial Response Letter, please revise Section 12.4 of the Agreement
and Declaration of Trust to state that the provision forcing a shareholder suit to be brought first in state court does not apply to claims arising under the federal securities laws. Please also disclose in an

 - 4 -

 August 12, 2021

Page 5

 appropriate location in the prospectus the provision and corresponding risks of such a provision even as to non-federal securities law claims (e.g., that shareholders may have to bring suit in an inconvenient and less favorable forum) and that the provision does not apply to claims arising under the federal securities
laws.

 Response No. 10:

 The Trust will revise Section 12.4 of the Agreement and Declaration of Trust as requested by the Staff. The Trust
will also add the following disclosure to the Registration Statement summarizing the above-referenced provision of Section 12.4:

 Pursuant to the terms of the Agreement and Declaration of Trust, shareholders
waive the right to a jury trial to the fullest extent permitted by law in connection with any suit, action or proceeding brought by or in the right of any shareholder or any person claiming any interest in any shares of the Trust seeking to enforce
any provision of, or based on any matter arising out of, or in connection with, the Agreement and Declaration of Trust, any series or class or any shares of the Trust including any claim of any nature against the Trust, any series or class or the
Trustees or officers of the Trust. In addition, other than with respect to a claim arising under the federal securities laws, any such suit, action or proceeding must be brought exclusively in the Circuit Court for Baltimore City, Maryland, or, if
that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division. Any such suit, action or proceeding being brought with respect to a claim arising under the federal securities laws may be
brought in either such court.

*    *    *    *    *    *
 *    *    *    *

 Please do not hesitate to contact me at (212) 728-8925 if you have comments or if you require additional information regarding the Trust.

Respectfully submitted,

 /s/ Curtis A. Tate

 Curtis A. Tate

 cc:

 Dean A. Caruvana, Esq., BlackRock, Inc.

 Elliot J. Gluck, Esq., Willkie Farr & Gallagher LLP

 - 5 -

CORRESP
1
filename1.htm

BlackRock ESG Capital Allocation Trust

 787 Seventh Avenue

New York, NY 10019-6099

Tel: 212 728 8000

Fax: 212 728 8111

 July 29, 2021

 VIA
EDGAR

 David L. Orlic, Esq.

 Division of Investment
Management

 Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

Re:
 BlackRock ESG Capital Allocation Trust

 (Securities Act File No. 333-256596, Investment Company Act File No. 811-23701)

 Response to Staff Comments

 Dear Mr. Orlic:

On behalf of BlackRock ESG Capital Allocation Trust (the “Trust”), this letter responds to written comments provided by the staff of
the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the undersigned on June 25, 2021 regarding the filing of a registration statement on Form N-2 (the “Registration Statement”) for the Trust on May 28, 2021.

 For the convenience of
the Staff, the comments are set out below. We have discussed the Staff’s comments with representatives of the Trust. The Trust’s responses to the Staff’s comments are set out immediately under the restated comment. Please note that we
have not independently verified information provided by the Trust. The Trust anticipates filing any changes to the Registration Statement described below in a Pre-Effective Amendment (the
“Amendment”) to the Registration Statement. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement and page number references are those of the Registration Statement.

General

Comment No. 1:

 The Trust’s name includes the term “ESG.” The staff believes this term suggests a type of investment
and, therefore, the Trust should include an 80% names rule policy that covers ESG. Please also clarify that the Trust will mark derivatives to market for purposes of this policy.

Response No. 1:

 The Trust respectfully disagrees with the Staff’s position with respect to the applicability of Rule 35d-1 (the “Names Rule”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), to the use of the term “ESG” in the Trust’s name. The Trust notes that
the Names Rule requires that a fund with a name that suggests that the fund focuses its investments in a particular

 NEW
YORK    WASHINGTON    HOUSTON    PALO ALTO    SAN
FRANCISCO    CHICAGO    PARIS    LONDON    FRANKFURT
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 type of investment or industry adopt a policy to invest, under normal circumstances, at least 80% of its net assets in
the particular type of investment or industry suggested by the fund’s name. However, in the release adopting the Names Rule (the “Adopting Release”) and the companion release to the Adopting Release, titled “Frequently Asked
Questions about Rule 35d-1 (Investment Company Names),” the Staff distinguished terms that suggest an investment objective or strategy, rather than a type of investment, and noted that such terms do not
require adoption of an 80% policy pursuant to the Names Rule.1 The Trust believes that the word “ESG” in the Trust’s name does not suggest a “particular type of
investment” subject to the Names Rule, but rather that it reflects the investment process and philosophy utilized by BlackRock in selecting investments for the Trust. Notwithstanding the foregoing, the Trust has determined to revise the below
sentence in the prospectus as follows (additions in bold/underline and deletions in strikethrough):

 The Trust will primarily invest at least 80% of its
total assets in securities that, in the Advisor’s assessment, meet certain environmental, social and governance (“ESG”) criteria.

 The Trust confirms that, for purposes of its policy of investing 80% of its assets investments that meet certain ESG
criteria, it will mark to market any derivatives held by the Trust.

 Comment No. 2:

 Please tell us if potential investors have been presented with any test the waters materials in connection with this
offering. If so, please provide us with copies of such materials.

 Response No. 2:

 The Trust has not presented, and does not expect to present, any “test-the-waters” materials (in reliance on Rule 163B under the Securities Act of 1933, as amended) to potential investors in connection with this offering.

 Comment No. 3:

 Please confirm in your response letter that the Financial Industry Regulatory Authority (“FINRA”) has
reviewed the proposed underwriting terms and arrangements for the offering, including the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the Trust, the underwriters, and other broker dealers
participating in the distribution, and that FINRA has issued a statement expressing no objections to the compensation and other arrangements.

1
 See Investment Company Names, Investment Company Act Rel. No. 24828 (Jan. 17, 2001); see also Question #9 in
Frequently Asked Questions about Rule 35d-1 (Investment Company Names), available at: https://www.sec.gov/divisions/investment/guidance/rule35d-1faq.htm (“[T]he term ‘growth and income’ does not
suggest that a fund focuses its investments in a particular type of investment, but rather suggests that a fund invests its assets in order to achieve both growth of capital and current income”).

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Page 3

Response No. 3:

 Prior to the Trust’s Registration Statement being declared effective, FINRA will have reviewed the proposed
underwriting terms and arrangements for the offering, including the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the Trust, the underwriter, and other broker-dealers participating in the
distribution and will have issued a no objections letter.

Comment No. 4:

 Please disclose that the Trust will comply with Rule 13e-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) in connection with any Eligible Tender Offer, if the Eligible Tender Offer will cause the common shares to be delisted or eligible for termination of registration under the
Exchange Act, or cause reporting obligations with respect to such class to become eligible for termination.

 Response No. 4:

 The Trust respectfully declines to make the requested change, as an Eligible Tender Offer would not result in a
“Rule 13e-3” transaction that would cause the Trust to be subject to Rule 13e-3. The Registration Statement currently provides that, in the event of an
Eligible Tender Offer, the Trust would either (i) complete the tender offer and, subject to Board approval, continue as a perpetual trust or (ii) cancel the tender offer and liquidate. Neither of the foregoing transactions would be a
“Rule 13e-3 transaction,” as that term is defined in Rule 13e-3.

 Comment No. 5:

 We note that portions of the registration statement are incomplete (e.g., the seed financial statements, fee table,
hypothetical expense example). We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied
supplementally, or on exhibits added in any amendment.

 Response No. 5:

 The Trust notes that Staff’s comment.

 Comment No. 6:

Please provide the name of the independent registered public accounting firm in correspondence.

 Response No. 6:

The Trust’s Independent Registered Public Accounting Firm is Deloitte & Touche LLP.

 Summary of Trust Expenses, page 45

 Comment No. 7:

 Please confirm that the Trust will include a line item for acquired fund fees and expenses (“AFFE”) in the
fee table, as necessary.

 Response No. 7:

 The Trust acknowledges the comment and confirms that AFFE greater than 1 basis point will be shown as a separate line
item.

 Comment No. 8:

 Please disclose the actual fee paid to BlackRock (Singapore) Limited (the
“Sub-Advisor”).

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Page 4

Response No. 8:

 The Sub-Advisor is an affiliate of BlackRock Advisors, LLC, the Trust’s
investment adviser (the “Advisor” and together with the Sub-Advisor, “BlackRock”). BlackRock is responsible for the
day-to-day management of the Trust, and the Advisor will enter into a sub-advisory agreement with the Sub-Advisor with respect to the Trust solely due to certain investment personnel involved in the management of the Trust being located in Singapore. The Trust does not believe that the division of the management fee
between affiliates (i.e., the Advisor and the Sub-Advisor), which may change from time to time, is material to investors.

 Investment Strategy, page 47

 Comment No. 9:

 The Trust uses several exclusionary criteria. The current disclosure notes that such criteria “includes, but is
not limited to,” certain items. Please revise to list all of the exclusionary criteria the Trust will use. With respect to the criteria that are listed, please enhance the disclosure by describing the:

 a.   specific revenue threshold that will be used to
determine when to exclude companies with business revenue attributable to controversial weapons, civilian firearms, tobacco and certain fossil fuels;

 b.  the specific fossil fuels that the criteria
exclude;

 c.   criteria that would determine if a company is a UN
Global Compact violator;

 d.  specific threshold the Advisor will apply to ESG ratings;
and

 e.   minimum low carbon threshold that BlackRock Advisors,
LLC (the “Advisor”) will use.

 Response No. 9:

 The Trust has revised the disclosure regarding exclusionary criteria. The revised disclosure is as
follows:

 “To determine the Trust’s investable universe, Trust management will first seek to screen out certain issuers.
Such screening criteria includes, among other things: (i) issuers engaged in the production of controversial weapons; (ii) issuers engaged in the production of civilian firearms; (iii) issuers that produce tobacco-related products;
(iv) issuers that derive certain revenue from thermal coal generation or more than five percent of revenue from thermal coal mining, unless the Trust is investing in green bonds of such issuers or the issuers have set certain targets to reduce
climate impact; (v) issuers that derive more than five percent of revenue from oil sands extraction, unless the Trust is investing in green bonds of such issuers or the issuers have set certain targets to reduce climate impact;
(vi) issuers ranked in the bottom half of the applicable fossil fuel issuers peer group by internal or external ESG criteria; (vii) issuers identified by recognized third-party rating agencies as violators of the United Nations Global
Compact, which are globally accepted principles covering corporate behavior in the areas of human rights, labor, environment, and anti-corruption; and (viii) issuers receiving

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Page 5

 an ESG rating of CCC or equivalent by recognized third-party rating agencies. The Trust’s screening criteria is
measured at the time of investment and is dependent upon information and data that may be incomplete, inaccurate or unavailable. This screening criteria is subject to change over time at the Advisor’s discretion.”

 Comment No. 10:

 Disclosure states that Trust management then seeks to allocate the Trust’s assets to issuers based on certain
ESG factors. Please enhance this disclosure to describe:

 a.   the criteria used by the Advisor to determine that
issuers are “ESG sector leaders.” If this varies by sector, please disclose that and provide examples of specific criteria in sectors that the Trust expects to invest in;

b.  the internal and external data sources that will be used;

c.   how the Advisor will determine whether a company is aligned with its social
and environmental criteria and/or revenue associated with the UN Sustainable Development goals;

d.  what makes a bond “Green, Social, and Sustainable”; and

e.   how the Advisor will determine whether a company has indicated
decarbonization strategies.

Response No. 10:

 The Trust has revised the above referenced disclosure. The revised disclosure is as follows:

 Trust management then seeks to allocate the Trust’s assets to issuers that have been identified as having positive
sustainability metrics within their sector using a proprietary sustainability scoring system, fundamental sector research and third-party ESG data. In evaluating potential investments, the Advisor considers certain criteria, including but not
limited to: (i) whether, based on the Advisor’s proprietary methodologies using internal and external data sources, the issuer provides positive environmental and social benefits to third parties relative to other companies in its sector;
(ii) whether a bond is a green, social or sustainability bond (e.g., the proceeds of the bond issuance are used for environmental projects that benefit the entire planet by either directly or indirectly reducing carbon-emissions) as determined
through the Advisor’s propriety methodology and in line with global norms; (iii) whether the issuer has established a decarbonization strategy based on metrics provided by third parties; and (iv) whether the issuer is aligned with the
Advisor’s social and environmental criteria and/or generates revenue associated with the UN Sustainable Development goals.

Comment No. 11:

 We note that the Trust intends to use one or multiple third party data/scoring providers in connection with ESG
investing. In the principal strategies, please identify the provider that the Trust intends to use, or the primary providers if the Trust intends to use multiple providers. Please also briefly summarize each providers’ criteria/methodology in
the principal strategies.

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Page 6

Response No. 11:

 The Trust intends to initially use a substantial amount of third-party data provided by MSCI, Inc., but expects to
utilize various third-party data sources over time. As a result, the Trust respectfully submits that it would be inappropriate to disclose any specific third-party data sources in the Registration Statement.

Comment No. 12:

 Please disclose, where appropriate, how the Trust will approach relevant ESG proxy issues for its portfolio
companies. Alternatively, please advise in correspondence why the Trust believes such disclosure is not required.

Response No. 12:

 The Trust notes that Form N-2 (Item 18.16) requires it to describe the policies and procedures that it uses to vote
proxies relating to portfolio securities. Consistent with this requirement, per Instruction 1 to Item 18.16, the Trust has disclosed such policies and procedures in Appendix B to the Trust’s statement of additional information.

Comment No. 13:

 Please disclose how the ESG definition and methodology applies to municipal bonds, government sponsored
asset-backed securities/mortgage-backed securities, and government securities (e.g., U.S. Treasuries).

Response No. 13:

 The above-referenced types of securities will be evaluated in the same way as other types of securities, as
appropriate.

Investment Policies, page 48

Comment No. 14:

 Please disclose that the wholly-owned subsidiary of the Trust formed in the Cayman Islands (the
“Subsidiary”) complies with provisions relating to affiliated transactions and custody (Section 17) of the Investment Company Act. Please also identify the custodian of the Subsidiary.

Response No. 14:

 The Trust respectfully submits that the section of the prospectus entitled “The Trust’s
Investments—Investment Objectives and Policies—Investment Policies” states the following:

 The Subsidiary will be managed pursuant to compliance policies and procedures
that are the same, in all material respects, as the policies and procedures adopted by the Trust. As a result, the Advisor, in managing the Subsidiary’s portfolio, will be subject to the same investment policies and restrictions that apply to
the management of the Trust, and, in particular, to the requirements relating to portfolio lever

June 25, 2021
  Via E-mail  Mr. John M. Perlowski, President BlackRock ESG Capital Allocation Trust 55 East 52nd Street New York, New York 10055
Re: BlackRock ESG Capital Allocation Trust
File Nos. 333-256596 and 811-23701

Dear Mr. Perlowski:

On May 28, 2021, BlackRock ESG Capital Allocation Trust (the “Fund”) filed a
registration statement on Form N-2.  We have reviewed the registration statement and have provided our comments below.  Where a comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.  Prospectus

General

1. The Fund’s name includes the term “ESG.”  The staff believes this term suggests a type
of investment and, therefore, the Fund should include an 80% names rule policy that covers ESG.  Please also clarify that the Fund will mark derivatives to market for purposes of this policy.

2. Please tell us if potential investors have been presented with any test the waters materials
in connection with this offering. If so, please provide us with copies of such materials.

3. Please confirm in your response letter that FINRA has reviewed the proposed
underwriting terms and arrangements for the offering, including the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the Fund, the underwriters, and other broker dealers participating in the distribution, and that FINRA has issued a statement expressing no objections to the compensation and other arrangements.

Mr. John M. Perlowski, President
BlackRock ESG Capital Allocation Trust June 25, 2021 Page 2
4. Please disclose that the Fund will comply with Rule 13e-3 under the Exchange Act in
connection with any Eligible Tender Offer, if the Eligible Tender Offer will cause the common shares to be delisted or eligible for termination of registration under the Exchange Act, or cause reporting obligations with respect to such class to become eligible for termination.

5. We note that portions of the registration statement are incomplete (e.g., the seed financial
statements, fee table, hypothetical expense example). We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendment.

6. Please provide the name of the independent registered public accounting firm in
correspondence.
 Summary of Trust Expenses, page 45

7. Please confirm that the Fund will include a line item for AFFE in the fee table, as
necessary.

8. Please disclose the actual fee paid to the Sub-Advisor.

Investment Strategy, page 47

9. The Fund uses several exclusionary criteria.  The current disclosure notes that such
criteria “includes, but is not limited to,” certain items.  Please revise to list all of the
exclusionary criteria the Fund will use.  With respect to the criteria that are listed, please enhance the disclosure by describing the:
a. specific revenue threshold that will be used to determine when to exclude
companies with business revenue attributable to controversial weapons, civilian firearms, tobacco and certain fossil fuels;
b. the specific fossil fuels that the criteria exclude;
c. criteria that would determine if a company is a UN Global Compact violator;
d. specific threshold the Advisor will apply to ESG ratings; and
e. minimum low carbon threshold that the Advisor will use.

10. Disclosure states that Fund management then seeks to allocate the Fund’s assets to
issuers based on certain ESG factors.  Please enhance this disclosure to describe:
a. the criteria used by the Advisor to determine that issuers are “ESG sector
leaders.”  If this varies by sector, please disclose that and provide examples of specific criteria in sectors that the Fund expects to invest in;
b. the internal and external data sources that will be used;

Mr. John M. Perlowski, President
BlackRock ESG Capital Allocation Trust June 25, 2021 Page 3
c. how the Advisor will determine whether a company is aligned with its social and
environmental criteria and/or revenue associated with the UN Sustainable Development goals;
d. what makes a bond “Green, Social, and Sustainable”; and
e. how the Advisor will determine whether a company has indicated decarbonization
strategies.

11. We note that the Fund intends to use one or multiple third party data/scoring providers in
connection with ESG investing.  In the principal strategies, please identify the provider that the Fund intends to use, or the primary providers if the Fund intends to use multiple providers.  Please also briefly summarize each providers’ criteria/methodology in the principal strategies.

12. Please disclose, where appropriate, how the Fund will approach relevant ESG proxy
issues for its portfolio companies. Alternatively, please advise in correspondence why the Fund believes such disclosure is not required.

13. Please disclose how the ESG definition and methodology applies to municipal bonds,
government sponsored ABS/MBS, and government securities (e.g., U.S. Treasuries).
 Investment Policies, page 48

14. Please disclose that the Subsdiary complies with provisions relating to affiliated
transactions and custody (Section 17) of the Investment Company Act.  Please also identify the custodian of the Subsidiary.

15. Please confirm in correspondence that: (1) the Subsidiary’s management fee will be
included in “Management Fees”, (2) the Subsidiary and its board of directors will agree to designate an agent for service of process in  the United States; and (3) the Subsidiary
and its board of directors will agree to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder.
 Duration and Maturity Risk, page 77

16. Please explain the concept of duration in the disclosure and include a brief example.
 Sovereign Governmental and Supranational Debt Risk, page 98

17. Please disclose if the Fund intends to invest greater than 25% of net assets in sovereign
debt of a single foreign country.

Mr. John M. Perlowski, President
BlackRock ESG Capital Allocation Trust June 25, 2021 Page 4
Dividend Reinvestment Plan, page 124

18. Please disclose the income tax consequences of participation in the plan (i.e., that capital
gains and income are realized, although cash is not received by the shareholder).
 Common Shares, page 125

19. Disclosure states that the Board has the power to cause shareholders to pay certain
expenses of the Fund by reducing the number of common shares owned by each respective shareholder.  Please advise us of the legal basis for the trust acquiring shares in this manner.
 Certain Provisions in the Agreement and Declaration of Trust and the Bylaws, page 127

20. Please discuss the factors that the Board will consider in determining whether to propose
a conversion.

21. Disclosure on page 128 describes a control share acquisition provision in the
Agreement and Declaration of Trust that does not follow any statute that applies to the Fund as a Maryland statutory trust. Please explain how this provision is consistent with the staff’s statement issued on May 27, 2020 withdrawing the
Boulder no-action letter and with the voting requirements under Section 18 of the
Investment Company Act.  Please also address the implications under the MCSAA and the Investment Company Act of the distinction between the common shares and any preferred shares that might be issued.
 Statement of Additional Information
 Investment Restrictions, page S-1

22. Please confirm that the Fund will look through a private activity municipal debt security
whose principal and interest payments are derived principally from the assets and revenues of a nongovernmental entity in order to determine the industry to which the investments should be allocated when determining the Fund’s compliance with its concentration policies.
 Exhibits
 Agreement and Declaration of Trust

23. Please revise Section 12.4 to state that the provision forcing a shareholder suit to be
brought first in state court does not apply to claims arising under the federal securities laws.  Please also disclose in an appropriate location in the prospectus the provision and

Mr. John M. Perlowski, President
BlackRock ESG Capital Allocation Trust June 25, 2021 Page 5
corresponding risks of such a provision even as to non-federal securities law claims (e.g.,
that shareholders may have to bring suit in an inconvenient and less favorable forum) and that the provision does not apply to claims arising under the federal securities laws.

24. Please disclose in an appropriate location in the prospectus or SAI that shareholders
waive the right to a jury trial.

*     *     *     *     *

We note that portions of the filing are incomplete.  We may have additional comments on
those portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied in your response letter, or on exhibits added in any pre-effective amendments.
A response to this letter should be in the form of a pre-effective amendment filed
pursuant to Rule 472 under the Securities Act.  The pre-effective amendment should be accompanied by a supplemental letter that includes your responses to each of these comments.  Where no change will be made in the filing in response to a comment, please indicate this fact in your supplemental letter and briefly state the basis for your position.
We remind you that the Fund and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action, or absence of
action by the staff.
You may contact me at (202) 551-3503 if you have any questions.

Sincerely,

/s/ David L. Orlic

David L. Orlic Senior Counsel
  cc: Keith OConnell, Branch Chief
Michael J. Spratt, Assistant Director Disclosure Review and Accounting Office