SecProbe.io

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 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND, INC.

 787 Seventh Avenue
 New York, NY 10019-6099 Tel: 212
728 8000 Fax: 212 728 8111
 October 31, 2025
 VIA EDGAR David Orlic
 David Manion Division of Investment Management
 Securities and Exchange Commission 100 F Street, NE
 Washington, DC 20549

 Re:

 BlackRock Floating Rate Income Strategies Fund, Inc.

 (Securities Act File No. 333-289104, Investment Company Act File No. 811-21413)

 Response to Staff
Comments                       
 Dear Messrs. Orlic and Manion:
 On behalf of BlackRock Floating Rate Income Strategies Fund, Inc. (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 to the undersigned via telephone on August 25, 2025 and to the undersigned and Michael DeNiro of Willkie
Farr & Gallagher LLP via telephone on September 8, 2025, regarding the registration statement on Form N-2 (the “Registration Statement”) of the Fund filed on July 30, 2025.
 For the convenience of the Staff, the Staff’s comments are set out below. We have discussed the Staff’s comments
with representatives of the Fund. The Fund’s response to each of the Staff’s comments is set out immediately under the restated comment. Please note that we have not independently verified information provided by the Fund. The Fund
anticipates making these changes 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. Disclosure Staff Comments

 Comment No. 1 :

 Statement of Additional Information—Investment Objective and Policies—Investment
Restrictions. Disclosure in this section states, “The restrictions and other limitations set forth in the Fund’s Prospectus and in this SAI will apply only

 B RUSSELS  C HICAGO  D ALLAS  F RANKFURT  H AMBURG  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

 October 31, 2025
 Page 2

 at the time of purchase of securities and will not be considered violated if an investment rating is subsequently
downgraded to a rating that would have precluded the Fund’s initial investment in such security.” Please revise the foregoing disclosure to exclude the limitations on issuing senior securities or borrowing money described in the fourth
fundamental investment restriction.

 Response :

 The Fund has revised the disclosure in the Amendment to clarify that the percentage and ratings limitations on
securities in which the Fund may invest apply at the time of making an investment and shall not be considered violated if an investment rating is subsequently downgraded to a rating that would have precluded the Fund’s initial
investment in such security. The Fund respectfully submits that, in light of this clarifying change, the requested exclusion of the fundamental investment restriction on issuing senior securities and borrowing money is not necessary.

 Comment No. 2 : 

 The Staff requests that a copy of the legality opinion with respect to the Registration Statement be provided to the
Staff sufficiently in advance of the submission of a request to accelerate effectiveness of the Registration Statement.

 Response :

 The Fund confirms that a copy of the legality opinion was provided to Mr. Orlic via email on October 23, 2025,
prior to the filing of the Amendment.

 Accounting Staff Comments

 Comment :

 The Staff notes that the financial information included in the Financial Highlights section of the Prospectus will be
stale as of September 2, 2025. Please provide updated financial information and link to the most recent semi-annual report on Form N-CSR in the Amendment.

 Response :

 The Fund confirms that the Financial Highlights section of the Prospectus and all relevant references to such information
in the Registration Statement will be updated, as necessary, in the Amendment. The Fund also confirms that it will link to the most recent semi-annual report on Form N-CSR of the Fund in the
Amendment.
 * * * * * * * * * *
 Please do not hesitate to contact me at (212) 728-8369 if you have questions or if you require
additional information regarding the Registration Statement.

 Respectfully submitted,

 /s/ Robert C. Harrington

 Robert C. Harrington

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

 October 31, 2025
 Page 3
     Ben Niehaus, Esq., BlackRock, Inc.
     Michael A. DeNiro, Esq., Willkie Farr & Gallagher LLP

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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
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SEC SOX Response Letter

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 August 19, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Ms. Mindy Rotter

Re:
 BlackRock 2022 Global Income Opportunity Trust (File
No. 811-23218)

 BlackRock Advantage U.S. Total Market Fund, Inc. (File No. 811-02809)

 BlackRock Allocation Target Shares (File
No. 811-21457)

 BlackRock Asian Dragon Fund, Inc. (File
No. 811-02661)

 BlackRock Balanced Capital Fund, Inc. (File
No. 811-02405)

 BlackRock California Municipal Series Trust (File No. 811-04264)

 BlackRock Core Bond Trust (File
No. 811-10543)

 BlackRock Corporate High Yield Fund, Inc. (File
No. 811-21318)

 BlackRock Credit Allocation Income Trust (File
No. 811-21972)

 BlackRock Debt Strategies Fund, Inc. (File
No. 811-08603)

 BlackRock Emerging Markets Fund, Inc. (File
No. 811-05723)

 BlackRock Enhanced Government Fund, Inc. (File
No. 811-21793)

 BlackRock Financial Institutions Series Trust (File No. 811-03189)

 BlackRock Floating Rate Income Strategies Fund, Inc. (File No. 811-21413)

 BlackRock Floating Rate Income Trust (File
No. 811-21566)

 BlackRock FundsSM (File No. 811-05742)

 BlackRock Global Allocation Fund, Inc. (File
No. 811-05576)

 BlackRock Income Trust, Inc. (File
No. 811-05542)

 BlackRock Index Funds, Inc. (File
No. 811-07899)

 BlackRock Latin America Fund, Inc. (File
No. 811-06349)

 BlackRock Liquidity Funds (File
No. 811-02354)

 BlackRock Long-Horizon Equity Fund (File
No. 811-21759)

 BlackRock Limited Duration Income Trust (File
No. 811-21349)

 BlackRock Maryland Municipal Bond Trust (File
No. 811-21051)

 BlackRock Massachusetts Tax-Exempt
Trust (File No. 811-07660)

 BlackRock Mid Cap Dividend Series, Inc. (File No. 811-07177)

 BlackRock Multi-State Municipal Series Trust (File
No. 811-04375)

 BlackRock Multi-Sector Income Trust (File
No. 811-22774)

 BlackRock Municipal Bond Trust (File
No. 811-21036)

 BlackRock Municipal Income Investment Quality Trust (File No. 811-21180)

 BlackRock Municipal Income Quality Trust (File
No. 811-21178)

 BlackRock Municipal Income Trust II (File
No. 811-21126)

 BlackRock Municipal Series Trust (File
No. 811-04802)

 Sidley Austin (NY) LLP is
a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 Securities and Exchange Commission

August 19, 2020

  Page
 2

 BlackRock MuniHoldings Investment Quality Fund (File
No. 811-08349)

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

 BlackRock MuniVest Fund, Inc. (File
No. 811-05611)

 BlackRock New York Municipal Bond Trust (File
No. 811-21037)

 BlackRock New York Municipal Income Quality Trust (File No. 811-21179)

 BlackRock New York Municipal Income Trust II (File
No. 811-21124)

 BlackRock Series Fund II, Inc. (File
No. 811-23345)

 BlackRock Series Fund, Inc. (File
No. 811-03091)

 BlackRock Series, Inc. (File
No. 811-08797)

 BlackRock Strategic Global Bond Fund, Inc. (File No. 811-05603)

 BlackRock Variable Series Funds, Inc. (File
No. 811-03290)

 BlackRock Virginia Municipal Bond Trust (File
No. 811-21053)

 Funds For Institutions Series (File
No. 811-05149)

 Master Advantage U.S. Total Market LLC (File
No. 811-10095)

 Master Bond LLC (File
No. 811-21434)

 Master Institutional Money Market LLC (File
No. 811-10631)

 Master Large Cap Series LLC (File
No. 811-09739)

 Quantitative Master Series LLC (File
No. 811-07885)

 Ready Assets Government Liquidity Fund (File No. 811-02556)

Dear Ms. Rotter:

 On behalf of the funds listed in
Appendix A (each, a “Fund” and collectively, the “Funds”), this letter responds to the telephonic comments provided on June 30, 2020 by Ms. Mindy Rotter of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), regarding the annual report to shareholders (each, an “Annual Report” and collectively, the “Annual Reports”) of each Fund for the fiscal year ended as of the date specified for
such Fund in Appendix A.

 The Staff’s comments are described below and have been summarized to the best of our understanding. We have discussed the
Staff’s comments with representatives of the Funds. The Funds’ responses to the Staff’s comments are set out immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meaning set forth in
the relevant Annual Report(s).

 Comment 1:    Please review and update EDGAR for those Funds that merged or liquidated and
change their status from active to inactive.

 Response:    BlackRock confirms that it will review and update EDGAR to
change the status of any Funds that have merged or liquidated from active to inactive.

 Comment 2:    With respect to:
BlackRock Advantage U.S. Total Market Fund, Inc.; BlackRock Asian Dragon Fund, Inc.; BATS: Series C Portfolio and BATS: Series P Portfolio, each a series of BlackRock Allocation Target Shares; BlackRock Advantage ESG U.S. Equity Fund (formerly known
as BlackRock

 2

 Securities and Exchange Commission

August 19, 2020

  Page
 3

Impact U.S. Equity Fund), BlackRock Advantage Emerging Markets Fund, BlackRock Exchange Portfolio, BlackRock Global Long/Short Equity Fund, iShares Edge MSCI Min Vol EAFE Index Fund, iShares Edge
MSCI Min Vol USA Index Fund, iShares Edge MSCI Multifactor Intl Index Fund and iShares Edge MSCI Multifactor USA Index Fund, each a series of BlackRock FundsSM; BlackRock Long-Horizon
Equity Fund; BlackRock Maryland Municipal Bond Trust; BlackRock Massachusetts Tax-Exempt Trust; BlackRock Mid Cap Dividend Fund, a series of BlackRock Mid Cap Dividend Series, Inc.; BlackRock Municipal Bond
Trust; BlackRock Municipal Income Investment Quality Trust; BlackRock Municipal Income Quality Trust; BlackRock Municipal Income Trust II; BlackRock MuniHoldings New York Quality Fund, Inc.; BlackRock New York Municipal Bond Trust; BlackRock New
York Municipal Income Quality Trust; BlackRock New York Municipal Income Trust II; BlackRock Balanced Capital Portfolio, a series of BlackRock Series Fund, Inc.; BlackRock International V.I. Fund and BlackRock Managed Volatility V.I. Fund, each a
series of BlackRock Variable Series Funds, Inc.; and BlackRock Virginia Municipal Bond Trust; please confirm that there are no components of other accrued expenses that should be separately classified on the Statements of Assets and Liabilities.

 Response:    The Funds confirm that all material related party amounts have been separately classified on the Statements
of Assets and Liabilities.

 Comment 3:    For certain Funds (including, for example, BlackRock Long-Horizon Equity Fund),
the Staff noted that there is a line item for other accrued expenses and a line item for other liabilities on the Statement of Assets and Liabilities. Please explain what distinguishes these two line items.

Response:    The above-referenced line items are distinguishable because “Other accrued expenses” are individually
immaterial liability amounts for recurring operational activities, while “Other liabilities” are individually immaterial liability amounts for non-recurring activities. Going forward, the Funds
intend to combine these amounts in the financial statements.

 Comment 4:    With respect to: BATS: Series A Portfolio, a
series of BlackRock Allocation Target Shares; iShares Short-Term TIPS Bond Index Fund, a series of BlackRock FundsSM; and Master Total Return Portfolio, a series of Master Bond LLC;
miscellaneous expenses appear to exceed five percent of total expenses. Please confirm that any categories of other expenses have been separately classified pursuant to Rule 6-07 of Regulation S-X.

 Response:    The Funds confirm that there were no other expense items individually
exceeding five percent of total expenses that would require separate classification pursuant to Rule 6-07 of Regulation S-X.

Comment 5:    For the Funds that are money market funds (including, for example, BlackRock Wealth Liquid Environmentally Aware
Fund (formerly known as BlackRock Money Market Portfolio), a series of BlackRock FundsSM, and the ten Funds that are series of BlackRock Liquidity Funds), please consider expanding the
liquidity fee disclosure in the Notes to Financial Statements to include language that incorporates references to redemption gates.

 3

 Securities and Exchange Commission

August 19, 2020

  Page
 4

 Response:    The Funds respectfully submit that disclosure on redemption gates is
currently included in the Notes to Financial Statements for the applicable money market Funds, as reflected in the following language in the section entitled “1. Organization” : “The Board of [Trustees] of the [Trust] (the
“Board”) is permitted to impose a liquidity fee of up to 2% of the value of shares redeemed or temporarily restrict redemptions from [the Fund] for up to 10 business days during a 90 day period, in the event that the
Fund’s weekly liquid assets fall below certain thresholds” (emphasis added).

 Comment 6:    With respect to
Premier Shares of California Money Fund and MuniFund, each a series of BlackRock Liquidity Funds, the Staff noted that the total expenses disclosed in the Financial Statements do not agree with the disclosure in the current prospectus. Please
explain the difference.

 Response:    In the current prospectus fee tables for each of the above-mentioned Funds, the total
annual fund operating expense amounts reflect an allocation of Fund-level “Miscellaneous Other Expenses” to each share class using a uniform basis point allocation method. The BlackRock Liquidity Funds do not have share class specific
expenses (except 12b-1/Shareholder Servicing Fees). Each day, every share class is allocated the same basis point amount of “Miscellaneous Other Expenses”. The financial statements allocate
“Miscellaneous Other Expenses” based upon actual average net asset amounts for the period. For the above-mentioned share classes, the net expense ratios in the prospectus fee table agree to the net expense ratios in the financial
statements. The gross expense ratios are slightly different due to asset fluctuation amongst the share classes during the period.

 Comment
7:    With respect to the Cash Reserve Shares of Federal Trust Fund and TempFund and the Dollar Shares of Treasury Trust Fund, each a series of BlackRock Liquidity Funds, and the Class I and Class III Shares of
BlackRock Equity Dividend V.I. Fund, a series of BlackRock Variable Series Funds, Inc., the Staff noted that the total expenses after fees waived and/or reimbursed and paid indirectly disclosed in the Financial Statements do not agree with the
disclosure in the current prospectuses. Please explain the difference in the correspondence response.

 Response:    With
respect to Cash Reserve Shares of Federal Trust Fund and TempFund and the Dollar Shares of Treasury Trust Fund, this difference is due to the fact that the prospectus fee table only shows contractual waivers and not voluntary waivers. With respect
to Class I and Class III Shares of BlackRock Equity Dividend V.I. Fund, this difference is due to rounding.

 Comment
8:    With respect to all applicable Funds, the affiliates table should include a roll-forward based upon value, not shares, as is currently disclosed. Please refer to footnote 1 in Rule
12-14 of Regulation S-X.

 Response:    The
Funds confirm that a roll-forward based upon value, not shares, will be shown in each applicable Fund’s affiliates table in reports going forward.

 4

 Securities and Exchange Commission

August 19, 2020

  Page
 5

 Comment 9:    The Staff noted that some of the Funds (for example, BlackRock
Strategic Global Bond Fund, Inc.) paid return of capital. Please confirm in correspondence that, going forward, a discussion of the affected Fund’s distribution policy when there has been a return of capital will be included in
management’s discussion of Fund performance. See Item 27(b)(7) of Form N-1A.

Response:    The Funds confirm that a discussion of each applicable open-end Fund’s
distribution policy when there has been a return of capital distribution during the period will be included in management’s discussion of Fund performance going forward.

Comment 10:    For all Funds that utilize a custom blended benchmark as their primary benchmark (for example, BlackRock Global
Allocation Fund, Inc. and BlackRock Total Factor Fund, a series of BlackRock FundsSM), please explain how such benchmark index has been deemed to be an appropriate broad-based securities
market index for the affected Funds. See Items 4(b)(2) and 27(b)(7) of Form N-1A. Specifically, include a description in correspondence on how the benchmark is administered by an organization that is not an
affiliated person of the Fund, its adviser or principal underwriter.

 Response:    Each Fund that uses a custom blended
benchmark submits that such blended benchmark is an appropriate broad-based securities index that reflects the flexible nature of the Fund’s multi-asset investment strategy. Each Fund believe that its blended benchmark more accurately reflects
the investment objective and strategies of the Fund than the benchmark’s individual components, which themselves are widely-recognized and broad-based securities indices that represent the asset classes within the Fund’s strategy. In
addition, each Fund notes that its blended benchmark is a percentage allocation of the components, as disclosed in its prospectus, and that no affiliated person of the Fund or its investment adviser or principal underwriter selects the securities in
the component indices. Therefore, each Fund submits that no affiliated person of the Fund or its investment adviser or principal underwriter “administers” its blended benchmark as set forth in Instruction 5 to Item 27(b)(7) of Form N-1A. The Funds also note that the performance of each component index is listed separately within the Performance Information section of each Fund’s prospectus, alongside the returns of the blended benchmark.

 Comment 11:    Please consider whether the expected discontinuation of the London Interbank Offered Rate
(“LIBOR”) is a principal risk for any applicable Fund. If you believe it is not, please explain why. Please tailor any such principal risk to describe how the expected discontinuation of LIBOR could affect the Fund’s investments,
including: (i) if the Fund will invest in instruments that pay interest at floating rates based on LIBOR that do not include a fallback provision that addresses how interest rates will be determined if LIBOR stops being published and how it
will affect the liquidity of these investments; and (ii) how the transition to any successor rate could impact the value of investments that reference LIBOR.

Response:    On August 5, 2020, the applicable Funds filed supplements to their prospectuses and/or Statements of Additional
Information to add disclosure on the expected discontinuation of LIBOR, and intend to include similar disclosure in their shareholder reports in the near future.

 5

 Securities and Exchange Commission

August 19, 2020

  Page
 6

 Comment 12:    Certain Funds had a significant percentage of their assets
invested in a particular sector at year end (for example, BlackRock Exchange Portfolio, a series of BlackRock FundsSM , and BlackRock Capital Appreciation Portfolio, a series of BlackRock
Series Fund, Inc., both held a significant percentage of their assets in the information technology sector), however the most recent prospectuses for those Funds do not include this type of sector risk disclosure. Sector risk should be included in
the prospectus if a Fund has a significant amount of its net assets invested in a single sector. If a Fund consistently focuses on a particular sector (for example, for a period of more

CORRESP
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July 21, 2017

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Christina DiAngelo Fettig

Senior Staff Accountant

Division of Investment Management

Disclosure Review Office

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

RE:

BlackRock Closed-End Funds

Dear Ms. Fettig:

Thank you for your oral comments on June 7, 2017 regarding your Sarbanes-Oxley review of the 2016 annual reports (the “Annual Reports”) for the BlackRock closed-end funds listed on Annex A attached hereto (the “Funds”). The Funds have considered your comments and authorized us to respond on their behalf as set forth below. Your oral comments are summarized in bold, followed by the Funds’ responses. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the applicable Annual Report(s).

* * * * * * *

Christina DiAngelo Fettig

July 21, 2017

Page 2

Comments and Responses

1.

BlackRock Core Bond Trust’s (“BHK”) stated policy is to invest at least 75% of its managed assets in bonds that are investment grade quality at the time of investment. The Annual Report indicates that 64% of BHK’s total investments were investment grade quality at August 31, 2016. Please explain this difference.

BHK has informed us that, as of August 31, 2016 and as of the date of this letter, at least 75% of BHK’s managed assets were represented by investment grade bonds, as described in its investment policies (the “75% Policy”). BHK has further informed us that the difference noted by the staff is primarily a result of a difference between the calculations utilized for compliance and financial reporting purposes. As disclosed in BHK’s Prospectus, BlackRock monitors compliance with the 75% Policy based on ratings provided by Moody’s, S&P, Fitch or another nationally recognized rating agency, and includes bonds that are unrated but judged to be of comparable quality by the Fund’s investment adviser, all calculated as a percentage of managed assets. Conversely, for financial reporting purposes, BHK’s service provider utilizes ratings only from S&P or Moody’s (except for U.S. Government Sponsored Agency Securities and U.S. Treasury Obligations, which, as disclosed in BHK’s Annual Report, are deemed AAA/Aaa), presented as a percentage of total investments. These factors are disclosed in BHK’s Annual Report, consistent with Instruction 6(a) of Item 24 of Form N-2.

2.

Certain Funds are identified in the Annual Reports as non-diversified companies. Please confirm whether any of these Funds have been operating as diversified companies for more than three years and, if so, please confirm that any such companies will obtain shareholder approval in accordance with Section 13(a)(1) of the Investment Company Act of 1940 (the “1940 Act”) if they again desire to operate as non-diversified companies. See 1940 Act Rule 13a-1; Allied Capital Corp., No-Action Letter (January 3, 1989).

The Funds identified as “non-diversified” companies in the Annual Reports have informed us that they have not been operating as diversified companies for more than three years, and that, if they do operate as diversified companies for more than three years, they will obtain shareholder approval if they again desire to operate as non-diversified companies.1

_________________________

1

Funds listed as Non-Diversified include BlackRock Maryland Municipal Bond Trust (811-21051); BlackRock Massachusetts Tax-Exempt Trust (811-076600); BlackRock MuniHoldings

Christina DiAngelo Fettig

July 21, 2017

Page 3

3.

In reviewing the BlackRock Corporate High Yield Fund, Inc. (“HYT”) disclosure of OTC total return swaps on page 53 of the Annual Report, we could not determine which side of the swap HYT was on. Please clarify this disclosure in future filings.

HYT has informed us that it will clarify the referenced disclosure in future filings.

4.

The Notes to Financial Statements state that the Manager is paid advisory fees on a monthly basis. Please explain why the Statements of Assets and Liabilities for the Funds generally appear to have accrued two months’ worth of advisory fees. Additionally, BlackRock Income Trust, Inc. (“BKT”) pays administrative fees; in future filings, please include the frequency of the administrative fee payment.

The Funds confirm that advisory fees are typically paid monthly; however, the Funds have informed us that the Statements of Assets and Liabilities included in the Annual Reports reflect two months’ worth of advisory fee accruals because payment of advisory fees for the month of July 2016 was delayed until September 1, 2016 as a result of processing issues encountered by the Funds’ accounting agent and custodian.

Additionally, BKT has informed us that it will include the frequency of administrative fee payments in future filings.

5.

BlackRock New York Municipal Income Quality Trust’s (“BSE”) Annual Report contains a disclosure regarding the Manager’s reimbursement payment for an investment that did not meet BSE’s investment guidelines. Please explain the basis for accounting for this payment of other income in light of ASC 946-20-45-1; please also explain why this payment’s effect on total return was not disclosed in the financial highlights.

BSE has informed us as follows:

In 2012, BSE purchased a municipal bond that generated income subject to the Alternative Minimum Tax (AMT), which is not a permissible investment under BSE’s investment guidelines. BSE sold the bond in 2016 when the

_________________________

New York Quality Fund, Inc. (811-08217); BlackRock New Jersey Municipal Bond Trust (811-21050); BlackRock New York Municipal Income Quality Trust (811-21179); BlackRock New York Municipal Income Trust II (811-21124); and BlackRock Virginia Municipal Bond Trust (811-21053).

Christina DiAngelo Fettig

July 21, 2017

Page 4

matter was discovered and BlackRock reimbursed BSE for the maximum AMT liability to which BSE’s shareholders would be subject ($8,016.00).

Guidance from Chapter 8.36 of the AICPA Audit and Accounting Guide – Investment Companies (2016) states that “items relating to specific portfolio securities are typically recorded as an adjustment to realized or unrealized gains or losses. Otherwise, the item and a subsequent revaluation should be presented as other income.” The reimbursement was related to an income tax and not related to net gains (losses) realized on the disposal of investments described in ASC 946-20-45-1. As such, the income was presented as “other income” in the Statement of Operations.

This payment’s effect on total return was less than 1 basis point and immaterial; it therefore was not disclosed in the financial highlights.

6.

The Statements of Operations for certain Funds contain a line item including interest expense, fees and amortization of offering costs. Regulation S-X 6-07(2)(b) provides that any expense greater than or equal to 5% or more of total expenses should be identified in a separate line item. Please confirm that each such separate item of expense contained in this line item represents less than 5% of total expenses. See Reg. S-X Article 6-07(2)(b).

The Funds have informed us that interest expense is typically greater than 5% of total expenses, and that all other expenses in this line item are typically each below 5% of total expenses. The Funds believe that the presentation of these expenses in one line item in the Statement of Operations provides greater transparency for shareholders as to the total financing costs incurred by the applicable Funds, and the Funds note that details regarding the components of this line item are presented in the Notes to Financial Statements. Moreover, the Funds also note that they have been presenting their financing costs in this manner for many years and continued presentation in this manner permits shareholders to easily compare total financing costs over different time periods.

In response to this comment the Funds have informed us that they will add additional disclosure in the Notes to Financial Statements separately quantifying the amount of expense represented by any one item within this line item that exceeds 5% of total expenses, and the aggregate of the other items that each individually represent less than 5% of total expenses.

Christina DiAngelo Fettig

July 21, 2017

Page 5

7.

In future filings, please include more specific disclosure regarding why an asset was transferred in or out of Level 3 of the ASC 820 Fair Value Hierarchy.

The Funds have informed us that they will include more specific disclosure regarding why an asset was transferred in or out of Level 3 of the ASC 820 Fair Value Hierarchy in future filings.

8.

In future filings, please include more specificity as to why a Fund invested in a certain derivative during the period of its report, rather than providing only a list of potential reasons why a Fund may have invested in a certain derivative during the period of its report. See Letter from Barry D. Miller, Associate Director, Office of Legal and Disclosure, to Karrie McMillan, General Counsel, Investment Company Institute, dated July 30, 2010 (the “ICI Derivatives Letter”).

The Funds include the referenced additional level of specificity, where material, in the individual “Fund Summary” sections at the beginning of the applicable shareholder reports and include higher level qualitative disclosures about derivatives transactions used by the Funds in the Notes to Financial Statements. The Funds have determined to use this approach in an effort to make their financial statements and shareholder reports more readable, straightforward and shareholder friendly. The Funds note that they produce joint shareholder reports in which several (and sometimes, many) Funds are included in the same report. Using this format, the Notes to Financial Statements speak as to all of the Funds included in the applicable report. The Funds believe that, as a result, attempting to include the same level of Fund-specific qualitative disclosure about derivatives transactions in the Notes to Financial Statements as is included in each Fund’s individual “Fund Summary” section would render the derivatives transaction disclosure in the Notes to Financial Statements unwieldy and confusing. The Funds therefore submit that their existing disclosures in the “Fund Summary” sections and in the Notes to Financial Statements comport with the staff’s objectives as expressed in the ICI Derivatives Letter.

Christina DiAngelo Fettig

July 21, 2017

Page 6

9.

Please explain why the Funds with VRDP shares factor the full liquidation value of the VRDP shares into the numerator of the 1940 Act § 18(h) asset coverage calculation. See FASB Accounting Standards Update No. 2015-03, Interest--Imputation of Interest (Subtopic 835-30) (“Simplifying the Presentation of Debt Issuance Costs”). We note that including the full liquidation value of the VRDP shares in the denominator of this calculation is permitted and required.

The applicable Funds have informed us as follows:

Section 18(h) of the 1940 Act defines “asset coverage” of a class of senior security representing stock to mean the ratio which the value of the total assets of such issuer, less all liabilities and indebtedness not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of such issuer plus the aggregate of the involuntary liquidation preference of such class of senior security which is a stock. Deferred offering costs related to VRDP share issuances are recorded as a deferred charge, amortized over the life of the VRDP shares and are considered an asset under GAAP. ASU 2015-03 did not change the treatment of these deferred offering costs as an asset under GAAP; rather, ASU 2015-03 requires a simplification of the presentation of these deferred offering costs in funds’ financial statements by requiring funds to remove the “asset” line item for deferred offering costs and net such costs against the liability represented by the VRDP shares’ liquidation preference on the balance sheet. Therefore, in order to properly calculate an asset coverage ratio under section 18(h) of the 1940 Act by using figures derived from a balance sheet, the asset represented by the deferred offering costs must be added back to the “total assets” figure included in the balance sheet for purposes of calculating the numerator of that ratio, and correspondingly added back to the liability represented by the liquidation preference of the VRDP shares on the balance sheet for purposes of calculating the denominator of that ratio. In other words, ASU 2015-03 does not change how asset coverage is calculated under section 18(h) of the 1940 Act; it only changes how assets and liabilities are presented in financial statements.

Christina DiAngelo Fettig

July 21, 2017

Page 7

10. The Funds that maintain shelf registrations have a policy of recording costs incurred in connection with shelf offerings as deferred charges amortized over a 12-month period. Please cite accounting guidance supporting this policy for Funds that have not issued any shares pursuant to their shelf registrations.

The applicable Funds have informed us as follows:

ASC 946-20-25-6 indicates that offering costs related to closed-end funds with a continuous offering period shall be recognized as a deferred charge. ASC 946-20-25-5 states that “offering costs recognized as a deferred charge under 946-20-25-6 shall be amortized to expense over 12 months on a straight-line basis when operations begin.”

The applicable Funds’ policy is that funds with currently effective registration statements for shelf offerings are considered closed-end funds with a continuous offering period.

11.

Often bank loan funds such as BlackRock Floating Rate Income Strategies Fund, Inc. receive income from sources other than interest payments (e.g., consent income, fee income, and amendment income). Please confirm that any Funds receiving such non-interest income will disclose the nature of such non-interest income separately from interest income in future filings.

The Funds have informed us that they will make such separate disclosures, to the extent applicable, in future filings.

12.

The Schedules of Investments for certain Funds contain a footnote identifying that the bonds transferred to a tender option bond trust (“TOB Trust”) serve as collateral in a secured borrowing. Please confirm that Funds utilizing TOB Trusts segregate unencumbered liquid assets other than the bonds deposited into the TOB Trust with a value at least equal to the TOB Trust Certificates (i.e., the “floaters”) plus accrued interest, if any.

The Funds confirm that they segregate unencumbered liquid assets other than the bonds deposited into a TOB Trust with a value at least equal to the TOB Trust Certificates plus accrued interest, if any.

* * * * * * *

Christina DiAngelo Fettig

July 21, 2017

Page 8

Should you have any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Tom DeCapo at (617) 573-4814.

Best regards,

/s/ Kenneth E. Burdon

Kenneth E. Burdon

Annex A

Registration Number

Fund

811-10543

BlackRock Core Bond Trust

811-21318

BlackRock Corporate High Yield Fund, Inc.

811-22126

BlackRock Defined Opportunity Credit Trust

811-21413

BlackRock Floating Rate Income Strategies Fund, Inc.

811-05542

BlackRock Income Trust, Inc.

811-21349

BlackRock LTD

CORRESP
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filename1.htm

BLACKROCK FLOATING RATE INCOME STRATEGIES FUND, INC.

 BlackRock Floating Rate Income Strategies Fund, Inc.

100 Bellevue Parkway

 Wilmington,
DE 19809

 December 20, 2016

VIA EDGAR

 Deborah O’Neal-Johnson

Division of Investment Management

 U.S. Securities and Exchange
Commission

 100 F Street N.E.

 Washington, DC 20549

RE:
BlackRock Floating Rate Income Strategies Fund, Inc.

(File Nos. 333-214530 & 811-21413)

 Dear Ms. O’Neal-Johnson:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, BlackRock Floating Rate Income
Strategies Fund, Inc. (the “Registrant”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form N-2 be accelerated so that it may become effective on Wednesday, December 21, 2016, or as soon
thereafter as reasonably practicable.

Very truly yours,

 BLACKROCK FLOATING RATE INCOME

STRATEGIES FUND, INC.

By:

/s/ Janey Ahn

 Name: Janey Ahn

 Title:
  Secretary

 BlackRock Investments, LLC

55 East 52nd Street

New York, NY 10055

December 20, 2016

VIA EDGAR

 Deborah O’Neal-Johnson

Division of Investment Management

 U.S. Securities and Exchange
Commission

 100 F Street N.E.

 Washington, DC 20549

RE:
BlackRock Floating Rate Income Strategies Fund, Inc.

(File Nos. 333-214530 & 811-21413)

 Dear Ms. O’Neal-Johnson:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, BlackRock Investments, LLC (the
“Distributor”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form N-2 be accelerated so that it may become effective on Wednesday, December 21, 2016, or as soon thereafter as reasonably
practicable.

Very truly yours,

BLACKROCK INVESTMENTS, LLC

By:

/s/ Jonathan Diorio

 Name: Jonathan Diorio

 Title:
  Director

CORRESP
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    corresp.htm

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Chad Eskildsen

Staff Accountant

Division of Investment Management

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

RE:

BlackRock Closed-End Funds

Dear Mr. Eskildsen:

Thank you for your oral comments on December 9, 2014 regarding your Sarbanes-Oxley review for the BlackRock Closed-End Funds (the “Funds”). The Funds have considered your comments and authorized us to respond on their behalf as set forth below. Your oral comments are summarized in bold, followed by the Funds’ responses.

* * * * * * *

Chad Eskildsen

January 16, 2015

Page 2

Comments and Responses

1.

Item 75B of Form N-SAR requires non-money market funds to indicate their average monthly net assets during the current reporting period. We have compared the Funds’ responses to Item 75B of Form N-SAR to their period-end net assets as reflected in their applicable shareholder reports filed on Form N-CSR. Generally speaking, there appears to be a discrepancy between the figure used in Item 75B of Form N-SAR and a Fund’s period-end net assets as reflected in its applicable shareholder report filed on Form N-CSR. Please confirm that, for future reports on Form N-SAR, the Funds will calculate their average monthly net assets pursuant to Item 75B without including assets attributable to leverage.

The Funds confirm that, in future reports on Form N-SAR, they will calculate their average monthly net assets pursuant to Item 75B without including assets attributable to leverage. The Funds note that slight discrepancies will continue to exist as a result of Item 75B of Form N-SAR requiring the Funds to report an average of their net assets during the reporting period, as opposed to the actual period-end net assets reported in their shareholder reports filed on Form N-CSR.

2.

We have the following comments with respect to the Funds whose distributions include a return of capital:

a.

On the Fund’s webpage, in the section with the performance table under the “Distributions” tab, please disclose the portions of the Fund’s distributions for the current year that are estimated to be returns of capital. Please make corresponding changes to each relevant Fund’s “Fact Sheet” in the “Distribution History” chart included therein (including to disclose actual return of capital amounts for prior years, to the extent prior year distributions are included in such chart).

The Funds note that each affected Fund that had portions of its distributions which included returns of capital have disclosed such amounts on the affected Fund’s webpage in the table under the “Distribution” tab.  The Funds note that because the final tax character of a Fund’s distributions as income, capital gain or return of capital, if any, for the current year is not determinable until fiscal year-end, these fields will remain blank in the “Distributions” tab of each affected Fund’s website until such information becomes available following the close of

Chad Eskildsen

January 16, 2015

Page 3

the calendar year, at which time each Fund will provide tax reporting information to its investors.

The affected Funds will update the referenced chart in their future Fact Sheets to also include this return of capital information as soon as possible.  Similar to the webpage, this return of capital information will remain blank for the current year until such information becomes available following the close of the calendar year and the final tax character of a Fund’s distributions are known.

The Funds note that any amounts of distributions for the current year that are estimated to be returns of capital are disclosed to investors in the affected Funds’ notices delivered pursuant to section 19(a) of the Investment Company Act of 1940 (“Section 19 Notices”). The affected Funds’ Section 19 Notices are posted in the “Closed-End Fund Resources” section of the BlackRock website.  The affected Funds will, as soon as possible, add disclosure to the affected Funds’ webpages and future Fact Sheets directing investors and potential investors to the affected Funds’ Section 19 Notices contained in the “Closed-End Fund Resources” section of the BlackRock website.

b.

On the Fund’s webpage, in the right-hand column labeled “Portfolio Characteristics,” please use a term other than Distribution “Yield,” such as Distribution “Rate.” Please disclose that such rate may include a return of capital.

The affected Funds changed the term “Yield” to “Rate” in the referenced portion of their webpages. The affected Funds also added the requested disclosure to their webpages.

c.

In the Fund’s “Fact Sheet,” please disclose that the “Distribution Rate” indicated therein may include a return of capital.

The affected Funds will add the requested disclosure to their future Fact Sheets as soon as possible.

3.

With respect to the annual report of BlackRock Preferred Partners LLC (“BPP”) for its fiscal year ended March 31, 2014, filed on Form N-CSR, we note that the chart showing BPP’s ten largest holdings on page 6 appears to indicate that 60% of BPP’s assets are invested in issuers which each

Chad Eskildsen

January 16, 2015

Page 4

represent more than 5% of BPP’s assets. Please explain to us whether BPP satisfies the asset diversification test for regulated investment companies contained in section 851(b)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

The chart on page 6 of BPP’s annual report for its fiscal year ended March 31, 2014, filed on Form N-CSR (the “Annual Report”), presents BPP’s ten largest holdings as a percentage of BPP’s total investments.  This chart is presented in a summary fashion with rounded figures for ease of presentation to, and understanding by, BPP’s unitholders.

BPP is a “regulated investment company,” as defined in section 851 of the Code.  Section 851(b)(3)(A) of the Code requires, in relevant part, that at the end of each quarter of the taxable year, at least 50% of the value of BPP’s total assets be represented by cash and cash items (including receivables), government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer to an amount not greater in value than 5 percent of the value of BPP’s total assets.  The value of BPP’s total investments for its fiscal year ended March 31, 2014, as set forth in the Schedule of Investments and Statement of Assets, Liabilities and Members’ Capital included in the Annual Report, was $77,922,830.  The value of BPP’s total assets for its fiscal year ended March 31, 2014, as set forth in the Statement of Assets, Liabilities and Members’ Capital included in the Annual Report, was $84,997,468.

BPP’s “total investments” differs from its “total assets.” BPP’s “total investments” includes only those assets of BPP that are invested in underlying issuers. BPP’s “total assets” includes the remainder of BPP’s assets, which included, as of March 31, 2014, cash, accounts receivable, investments paid in advance and prepaid expenses. Section 851(b)(3)(A) of the Code tests diversification based on “total assets,” not “total investments.” Below is an expanded version of the chart on page 6 of the Annual Report, which includes precise calculations based on the Schedule of Investments in the Annual Report, and which demonstrates that BPP meets the asset diversification test for regulated investment companies contained in section 851(b)(3)(A) of the Code, whether tested on the basis of “total investments” or “total assets.”

Chad Eskildsen

January 16, 2015

Page 5

Investment

As a % of Total Investments1

As a % of Total Assets2

Pentwater Event Fund, Ltd.

8.04%

7.37%

One William Street Capital Offshore Fund, Ltd.

7.92%

7.26%

Fortress Asia Macro Fund Ltd.

7.68%

7.04%

Citadel Global Fixed Income Fund, Ltd.

5.76%

5.28%

Panning Overseas Fund, Ltd.

5.05%

4.63%

Aristeia International, Ltd.

4.93%

4.52%

Jet Capital Concentrated Offshore Fund, Ltd.

4.90%

4.49%

Glenview Capital Partners (Cayman), Ltd.

4.73%

4.34%

Anchor Bolt Offshore Fund LTD.

4.71%

4.32%

QMS Diversified Global Macro Offshore Fund Ltd.

4.61%

4.22%

TOTAL

58.32%

53.46%

1

Approximately 34.44% of total investments represented by investments in issuers which each represent more than 5% of BPP’s total investments.

2

Approximately 26.95% of total assets represented by investments in issuers which each represent more than 5% of BPP’s total assets.

Chad Eskildsen

January 16, 2015

Page 6

* * * * * * *

The Funds acknowledge that:

·

They are responsible for the adequacy and accuracy of the disclosures in their filings with the Securities and Exchange Commission (the “Commission”);

·

Commission staff comments on, or changes to disclosure in response to staff comments in, the Funds’ filings do not foreclose the Commission from taking any action with respect to the Funds’ filings; and

·

the Funds’ may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Tom DeCapo at (617)-573-4814.

Best regards,

/s/ Kenneth E. Burdon

Kenneth E. Burdon

CORRESP
2
filename2.htm

    corresp-2.htm

BlackRock Floating Rate Income Strategies Fund, Inc.

100 Bellevue Parkway

Wilmington, DE 19809

                   May 1, 2014

VIA EDGAR AND ELECTRONIC MAIL

John M. Ganley

Senior Counsel

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:

BlackRock Floating Rate Income Strategies Fund, Inc.

(File Nos. 333-194573 & 811-21413)

Dear Mr. Ganley:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, BlackRock Floating Rate Income Strategies Fund, Inc. (the "Registrant") hereby requests that the effec­tiveness of the above-referenced Registra­tion Statement on Form N-2 be accelerated so that it may become effective by 4:00 p.m., Washington, D.C. time, on Friday, May 2, 2014, or as soon thereafter as reasonably practicable.

In connection with this request, the Registrant acknowledges that:

(a)

should the Securities and Exchange Commission (the "Commission") or its staff, acting pursuant to delegated authority, declare the above-referenced Registration Statement effective, it does not foreclose the Commission from taking any action with respect to such Registration Statement;

(b)

the action of the Commission or its staff, acting pursuant to delegated authority in declaring the above-referenced Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure contained in such Registration Statement; and

(c)

the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

BLACKROCK FLOATING RATE INCOME STRATEGIES FUND, INC.

By:

/s/ Janey Ahn

Name:

Janey Ahn

Title:

Secretary

April 11, 2014
 VIA E-MAIL
 Kenneth E. Burdon, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 500 Boylston Street Boston, MA  02116
Re: BlackRock Floating Rate Income Strategies Fund, Inc.
File Nos. 333-194573 & 811-21413
Dear Mr. Burdon:
We have reviewed the registration statem ent for BlackRock Floating Rate Income
Strategies Fund, Inc. (the “Fund”) filed on Fo rm N-2 on March 14, 2014 in connection with the
shelf registration of shares of common stock.  Our comments are set forth below.  For
convenience, we have used the captions, page numb ers and defined terms used in the registration
statement.

PROSPECTUS:

Item 1. Outside Front Cover (page I-1)
1. The first sentence of the second paragraph under It em 1.b. states that the Fund seeks to invest
“under normal circumstances, at least 80% of its Managed Assets (as defined herein) in
floating rate debt securities . . . .”  Please revise the parenthe tical to provide a more specific
cross-reference indicating where the te rm “Managed Assets” is defined.
 2. The second sentence of the second paragraph under Item 1.b. provide s that the Fund may
invest in debt securities and loans that are ra ted below investment grad e.  Please revise the
disclosure to explain that “bel ow investment grade” securities are commonly referred to as
“junk bonds”.
 3. The third paragraph states that the Fund may invest  directly in floating ra te debt securities or
synthetically through the use of  derivatives.  Please address each of the following:
 a. Please consider the staff observations concer ning derivatives disclosure set forth in
the letter from Barry D. Miller, Associate Di rector, Office of Legal and Disclosure, to
Karrie McMillan, General Counsel, Invest ment Company Institute dated July 30,
2010.  See http://www.sec.gov/divisions/in vestment/guidance/ici073010.pdf.

Kenneth E. Burdon, Esq.
April 11, 2014 Page 2

b. If the Fund intends to count derivatives toward the Fund’s 80% policy, please state
that the derivatives will have similar econom ic characteristics to floating rate debt
securities.  See Investment Company Act Rel ease No. 24828, at note 13 (Jan. 17,
2001).  In addition, please explain to us how  derivatives will be valued for purposes
of the 80% policy and for purposes of calcu lating Managed Assets to determine the
management fee.  We may have additiona l comments after revi ewing your response.

c. Please note that to the extent the Fund ente rs into a derivative c ontract, it must set
aside an appropriate amount of segregated assets.  See generally  Investment Company
Act Release No. 10666 (Apr. 18, 1979).  Please di sclose in an appropriate location of
the registration statement an explanation as  to how the Fund will segregate assets to
meet its obligations under Section 18 of the Investment Company Act of 1940 (the
“Investment Company Act”).  Please include an affirmative statement that if the Fund
sells credit default swaps or credit default index swaps, it will segregate the full notional value of the swap agreement.  Please also note that the Commission has issued a concept release exploring issues re lating to the use of derivatives by funds,
including whether current market practices involving derivatives are consistent with
the leverage provisions of th e Investment Company Act.  See Investment Company
Act Release No. 29776 (Aug. 31, 2011).  Acco rdingly, please be aware that the
Commission or its sta ff could issue future guidance re lated to derivatives (such as
total return swaps) and leve rage, including guidance related to coverage requirements,
which could impact the manner in which the Fund operates.

Item 3. Fee Table and Synopsis (Page I-3)
4. Please delete the parenthetical s “(including interest expense) ”, which appears after the
caption “Total annual expenses”.

5. Please delete the last two lines  of the fee table and the corr esponding footnotes.  Those lines
show the amount of a voluntary f ee waiver and the total expenses  after the fee waiver.  Only
contractual fee waivers may be presen ted in the body of the fee table.  See Instruction 3.e. to
Item 3 of Form N-1A.
 6. Page I-18 of the prospectus indi cates that the Fund may engage in short sales of securities.
Please confirm that the Fund discloses the expenses associated with short sales ( e.g., interest
and dividends paid on short sales) in the fee table as “Other Expenses.”  See AICPA Audit
and Accounting Guide: Investment  Companies ¶ 7.108.j. (May 1, 2013).

Distributions (Page I-8)

7. This section provides that the Fund intends to make monthly distributions of net investment
income and annual distributions of any capital ga ins.  If the Fund expects to make return of
capital distributions, please disclose that expectation in this se ction and explain the

Kenneth E. Burdon, Esq.
April 11, 2014 Page 3

 consequences of return of capital distributions, i.e., that the distribution is a return of the
shareholder’s original investme nt (which though not currently taxable will lower his or her
basis in the Fund, thus potential ly subjecting the shareholder to  future tax consequences in
connection with the sale of Fund shares, even if sold at a loss to the shareholder’s original
investment).

Special Risk Considerations (Page I-9)

8. This section identifies each of the risks of an  investment in the Fund.  Please provide in this
section a brief description of each prin cipal risk of investing in the Fund.

Subsidiary (Page I-20)

9. This section states that th e Fund wholly owns FRA Subsidiary, LLC, a Delaware-domiciled
entity.  This section further states  that the Subsidiary is a taxabl e entity and that its assets are
managed by the Investment Advisor subject to th e same investment policies and restrictions
that apply to the Fund.  We note that the Fund’ s shareholder report for the fiscal year ended
August 31, 2013 discloses that the financial statem ents of the Subsidia ry are consolidated
with the financial statements of the F und.  Please respond to the following comments
concerning the Subsidiary in which the Fund invests.

a. Disclose that the advisory arrangemen t among the Fund, the Subsidiary and the
Investment Advisor complies with Secti on 15 of the Investment Company Act.
Please file the advisory agreement concerni ng the Subsidiary as an exhibit to the
registration statement.

b. Disclose that the Subsidiary complies with  the provisions of the Investment Company
Act relating to affiliated transactions and custody (Section 17) and identify the
custodian of the Subsidiary.

c. Disclose in the discussion  of investment strategy th e Fund’s investment through a
wholly-owned subsidiary.  Disclose any of  the Subsidiary’s principal investment
strategies or principal risks th at constitute principal invest ment strategies or risks of
the Fund.

d. Confirm to us that the Subsidiary’s expens es, including tax expens es, are included in
the Fund’s fee table.

e. Please ensure that the Subsidiary and its board of directors sign the Fund’s
registration statement.

Item 25. Financial Statements and Exhibits (Page I-29)

10. The exhibit list indicates that an opinion and consent of counsel will be filed by amendment.

Kenneth E. Burdon, Esq.
April 11, 2014 Page 4

 Since the terms of the actual offerings from th is registration statement have not yet been
authorized by the Fund’s Board of Trustees , please confirm that the Fund will file an
unqualified legality opinion and related consent of counsel in a post-effective amendment
with each takedown from this sh elf registration statement.  See SEC Division of Corporation
Finance Staff Legal Bulletin N o. 19, text at note 26 (Oct. 14, 2011).
 11. The power of  attorney filed as Exhibit (s), wh ich relates to 81 funds identified in a table
attached to the power of attorn ey, does not appear to meet the requirement that a power of
attorney “relate to a specific filing.”  See Rule 483(b) under the S ecurities Act of 1933 (the
“Securities Act”).  If the next pre-effective amendment will be signed by power of attorney,
please file as an exhibit a new power of atto rney meeting the requirements of Rule 483(b).

GENERAL COMMENTS:
 12. Where a comment is made in one location, it is applicable to a ll similar disclosure appearing
elsewhere in the registration statement.
 13. We note that portions of the filing are incomp lete.  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 in formation supplied supplementally, or on exhibits added in any
pre-effective amendments.

14. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is declared effective in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us supplementally, preferably before filing the final pre-effective amendment.

15. Please advise us if you have submitted or expect to submit an exemptive application or no-
action request in connection with  your registration statement.

16. Please state in your response letter whethe r FINRA will or has reviewed the proposed
underwriting terms and arrangements of the transaction involved in the Registration
Statement.

17. Response to this letter should be in the form of a pre-effective amen dment filed pursuant to
Rule 472 under the Securities Act.  Where no cha nge will be made in the filing in response to
a comment, please indicate this fact in a suppl emental letter and brie fly state the basis for
your position.

18. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certa in that they have provided all information
investors require for an informed decision.  Since the Fund and its management are in
possession of all facts relating to the Fund’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Kenneth E. Burdon, Esq.
April 11, 2014 Page 5

 Notwithstanding our comments, in the event th e Fund requests accelera tion of the effective
date of the pending registration statement, it should furnish a letter, at the time of such
request, acknowledging that

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve th e Fund from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 the Fund may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.
  In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Division of I nvestment Management in connection with our
review of your filing or in respons e to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities.  We  will act on the request and, pursuant to delegated authority,
grant acceleration of the effective date.

* * * * * * *
If you have any questions prior to filing a pre-effective amendment, please call me at
(202) 551-6945.

Sincerely,
                /s/ John M. Ganley
   John M. Ganley
Senior Counsel
 cc: Michael J. Shaffer

CORRESP
1
filename1.htm

    787 Seventh Avenue

New York, NY 10019-6099

Tel: 212 728 8000

Fax: 212 728 8111

January 29, 2013

Via EDGAR

Laura Hatch

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:	Comments to Shareholder Reports of the registrants identified
on Exhibit A (the “Registrants”)

Dear Ms. Hatch:

This letter responds
to certain comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities
and Exchange Commission (“SEC”) in telephone conversations on December 17, 2012 and January 18, 2013 regarding the
responses of the Registrants contained in the letter to the Staff dated December 7, 2012 (the “Response Letter”).

For your convenience,
the substance of the Staff’s comments has been restated below. Each Registrant’s joint or individual responses to each
comment, as applicable, are set out immediately under the restated comment.

 Comment No. 1. Certain Registrants have made return of capital distributions,
which in some cases were significant. In the Response Letter, the Registrants informed the Staff in Response No. 27 that the distribution
yields are included in the annual shareholder reports. The formula used to calculate the distribution yield in the Annual Report
includes return of capital, however, return of capital should not be included in the calculation of the yield. In future reports,
do not include return of capital when calculating the distribution yield. (e.g., BlackRock Enhanced Equity Dividend Trust (BDJ),
BlackRock EcoSolutions Investment Trust (BQR), BlackRock Global Opportunities Equity Trust (BOE), BlackRock International Growth
and Income Trust (BGY), BlackRock Real Asset Equity Trust (BCF) and BlackRock Resources & Commodities Strategy Trust (BCX).)

 Response No. 1: Pursuant to our conversation, the Registrants will revise
all future shareholder reports to replace the term “Yield on Closing Market Price” with “Current

New
York  Washington, DC  Paris  London
Milan  Rome  Frankfurt
Brussels

    January 29, 2013
 Page 2

Distribution Rate on Closing Market
Price.” The Registrants also will add footnote disclosure to the “Trust Summary” section of all future shareholder
reports to clarify that the Current Distribution Rate consists of income, and, where applicable, net realized capital gains, and/or,
tax return of capital. In all future annual reports, when disclosing the Current Distribution Rate, the Registrants will add a
cross-reference to the “Financial Highlights” section for the actual sources and character of distributions. In all
future semi-annual reports, when disclosing the Current Distribution Rate, the Registrants will add a cross-reference to the “Additional
Information–Section 19(a) Notices” section for the estimated character of dividends measured for financial reporting
purposes.

 Comment No. 2. For BlackRock Debt Strategies Fund, Inc., on the Statement
of Operations, income tax is included in the “unrealized appreciation/depreciation on investments” line item. The
Registrant informed the Staff in Response No. 25 of the Response Letter that income tax is not being shown as an expense on the
Statement of Operations because it was deemed immaterial. The Staff notes that income tax for the Fund for the relevant period
was 0.02%. The Staff is of the view that this amount should be included in the expense ratio. Please provide a restatement of
the Financial Highlights reflecting the income tax in the expense ratio or explain why a restatement is not appropriate in this
situation.

 Response No. 2: The suggested change to include income tax expense as a line
item in the Statement of Operations and as a component of the expense ratio will be made in all future shareholder reports, effective
with the BlackRock Debt Strategies Fund, Inc. annual report for the year ending February 28, 2013. In future shareholder reports,
operating expense ratios from prior periods will be restated to reflect income tax expense, where applicable, for comparative
purposes.

 Comment No. 3. The Staff disagrees with Registrant’s Response No.
31 in the Letter. The Staff believes that net expenses on the Registrant’s website should be calculated inclusive of interest
expenses. If the Registrant wants to continue to show the net expenses exclusive of interest expense on its website, it should
also include a ratio showing net expenses inclusive of interest expense.

 Response No. 3: Each Registrant will add the ratio of net operating expenses,
inclusive of interest expense, to its website as soon as practicable.

* * * * * * * * * *

The Registrants acknowledge that they
are responsible for the adequacy and accuracy of the disclosure in its documents, and acknowledge that the Commission is not foreclosed
by its comment process from taking any action with respect to the Registrants’ documents.

    - 2 -

    January 29, 2013
 Page 3

Should you have any questions concerning
the above, please call the undersigned at (212) 728-8294.

Sincerely,

/s/ Maria Gattuso, Esq.

cc:	Ben Archibald, Esq., BlackRock Advisors, LLC

    - 3 -

Appendix A: Funds examined:

    Registrant
    File #

        Financial

        Statement

        Date

        Prospectus

        Date

    BBIF Government Securities Fund
    811-21197
    3/31/2012
    7/26/2012

    BBIF Tax-Exempt Fund
    811-21198
    3/31/2012
    7/26/2012

    BBIF Treasury Fund
    811-21199
    3/31/2012
    7/26/2012

    BIF Government Securities Fund
    811-03205
    3/31/2012
    7/26/2012

    BIF Money Fund
    811-02752
    3/31/2012
    7/26/2012

    BIF Multi-State Municipal Series Trust
    811-05011
    3/31/2012
    7/27/2012

    BIF Tax-Exempt Fund
    811-03111
    3/31/2012
    7/26/2012

    BIF Treasury Fund
    811-06196
    3/31/2012
    7/26/2012

    BlackRock Balanced Capital Fund, Inc.
    811-02405
    9/30/2011
    1/27/2012

    BlackRock Basic Value Fund, Inc.
    811-02739
    6/30/2011
    10/28/2011

    BlackRock Bond Allocation Target Shares
    811-21457
    3/31/2012
    7/27/2012

    BlackRock Bond Fund, Inc.
    811-02857

    BlackRock Total Return Fund
    811-02857
    9/30/2011
    2/1/2012

    BlackRock California Municipal 2018 Term Trust
    811-10499
    12/31/2011
    NA

    BlackRock California Municipal Income Trust
    811-10331
    7/31/2011
    NA

    Blackrock California Municipal Series Trust
    811-04264

    BlackRock California Municipal Bond
    811-04264
    5/31/2011
    9/28/2011

    BlackRock Capital Appreciation Fund, Inc.
    811-06669
    9/30/2011
    1/27/2012

    BlackRock Core Bond Trust
    811-10543
    8/31/2011
    NA

    BlackRock Corporate High Yield Fund, Inc.
    811-07634
    2/29/2012
    NA

    BlackRock Corporate High Yield Fund III, Inc.
    811-08497
    2/29/2012
    NA

    BlackRock Corporate High Yield Fund V, Inc.
    811-10521
    8/31/2011
    NA

    BlackRock Corporate High Yield Fund VI, Inc.
    811-21318
    8/31/2011
    NA

    BlackRock Credit Allocation Income Trust I, Inc.
    811-21341
    10/31/2011
    NA

    BlackRock Credit Allocation Income Trust III
    811-21280
    10/31/2011
    NA

    BlackRock Credit Allocation Income Trust IV
    811-21972
    10/31/2011
    NA

    BlackRock Credit Allocation Income Trust II, Inc.
    811-21286
    10/31/2011
    NA

    BlackRock Debt Strategies Fund
    811-08603
    2/29/2012
    NA

    BlackRock Defined Opportunity Credit Trust
    811-22126
    8/31/2011
    NA

    BlackRock Diversified Income Strategies Fund, Inc.
    811-21637
    8/31/2011
    NA

    BlackRock EcoSolutions Investment Trust
    811-22082
    10/31/2011
    NA

    BlackRock Emerging Markets Fund, Inc.
    811-05723
    10/31/2011
    2/28/2012

    BlackRock Energy and Resources Trust
    811-21656
    10/31/2011
    NA

    BlackRock Enhanced Capital and Income Fund, Inc.
    811-21506
    10/31/2011
    NA

    BlackRock Enhanced Equity Dividend Trust
    811-21784
    10/31/2011
    NA

    BlackRock Enhanced Government Fund, Inc.
    811-21793
    12/31/2011
    NA

    BlackRock Equity Dividend Fund
    811-05178
    7/31/2011
    11/28/2011

    BlackRock Equity Dividend Trust (N-8F)
    811-21443
    10/31/2011
    NA

    BlackRock EuroFund
    811-04612
    6/30/2011
    10/28/2011

    BlackRock Financial Institutions Series Trust
    811-03189

    BlackRock Summit Cash Reserves
    811-03189
    4/30/2012
    8/28/2012

    BlackRock Fixed Income Value Opportunities
    811-22252
    12/31/2011
    NA

    BlackRock Floating Rate Income Strategies Fund II, Inc.
    811-21464
    2/29/2012
    NA

    BlackRock Floating Rate Income Strategies Fund, Inc.
    811-21413
    8/31/2011
    NA

    BlackRock Floating Rate Income Trust
    811-21566
    10/31/2011
    NA

    BlackRock Florida Municipal 2020 Term Trust
    811-21184
    7/31/2011
    NA

    BlackRock Focus Growth Fund, Inc.
    811-09651
    8/31/2011
    12/28/2011

    BlackRock Focus Value Fund, Inc.
    811-03450
    6/30/2011
    NA

    BlackRock Focus Value Fund (N-8F)
    811-03450
    6/30/2011
    NA

    A-1

    BlackRock Funds
    811-05742

    BlackRock All-Cap Energy & Resources Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock Energy & Resources Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock Exchange Portfolio
    811-05742
    12/31/2011
    4/27/12

    BlackRock Flexible Equity Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock Global Opportunities Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock Health Sciences Opportunities Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock Index Equity Portfolio
    811-05742
    12/31/2011
    4/27/12

    BlackRock International Opportunities Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock Managed Volatility Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock Mid-Cap Growth Equity Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock Money Market Portfolio
    811-05742
    3/31/2012
    7/27/12

    BlackRock Municipal Money Market Portfolio
    811-05742
    3/31/2012
    7/27/12

    BlackRock New Jersey Municipal Money Market Portfolio
    811-05742
    3/31/2012
    7/27/12

    BlackRock North Carolina Municipal Money Market Portfolio
    811-05742
    3/31/2012
    7/27/12

    BlackRock Ohio Municipal Money Market Portfolio
    811-05742
    3/31/2012
    7/27/12

    BlackRock Pennsylvania Municipal Money Market Portfolio
    811-05742
    3/31/2012
    7/27/12

    BlackRock Science & Technology Opportunities Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock Small Cap Growth Equity Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock U.S. Opportunities Portfolio
    811-05742
    9/30/2011
    1/30/12

    BlackRock U.S. Treasury Money Market Portfolio
    811-05742
    3/31/2012
    7/27/12

    BlackRock Virginia Municipal Money Market Portfolio
    811-05742
    3/31/2012
    7/27/12

    BlackRock Funds II
    811-22061

    BlackRock Core Bond Portfolio
    811-22061
    9/30/2011
    1/27/12

    BlackRock Emerging Market Local Debt Portfolio
    811-22061
    12/31/2011
    4/27/12

    BlackRock Global Dividend Income Portfolio
    811-22061
    7/31/2011
    11/28/11

    BlackRock GNMA Portfolio
    811-22061
    9/30/2011
    1/27/12

    BlackRock High Yield Bond Portfolio
    811-22061
    9/30/2011
    1/27/12

    BlackRock Inflation Protected Bond Portfolio
    811-22061
    9/30/2011
    1/27/12

    BlackRock International Bond Portfolio
    811-22061
    12/31/2011
    4/27/12

    BlackRock Long Duration Bond Portfolio
    811-22061
    9/30/2011
    1/27/12

    BlackRock Low Duration Bond Portfolio
    811-22061
    9/30/2011
    1/27/12

    BlackRock LifePath Active 2015 Portfolio
    811-22061
    10/31/2011
    2/28/12

    BlackRock LifePath Active 2020 Portfolio
    811-22061
    10/31/2011
    2/28/12

    BlackRock LifePath Active 2025 Portfolio
    811-22061
    10/31/2011
    2/28/12

    BlackRock LifePath Active 2030 Portfolio
    811-22061
    10/31/2011
    2/28/12

    BlackRock LifePath Active 2035 Portfolio
    811-22061
    10/31/2011
    2/28/12

    BlackRock LifePath Active 2040 Portfolio
    811-22061
    10/31/2011
    2/28/12

    BlackRock LifePath Active 2045 Portfolio
    811-22061
    10/31/2011
    2/28/12

    BlackRock LifePath Active 2050 Portfolio
    811-22061
    10/31/2011
    2/28/12

    BlackRock Strategic Income Opportunities Portfolio
    811-22061
    12/31/2011
    4/27/12

    BlackRock U.S. Government Bond Portfolio
    811-22061
    9/30/2011
    1/27/12

    BlackRock Funds III
    811-07332
    12/31/2011
    4/30/2012

    BlackRock ACWI ex-US Index Fund
    811-07332
    12/31/2011
    4/30/2012

    BlackRock Bond Index Fund
    811-07332
    12/31/2011
    4/30/2012

    BlackRock Cash Funds: Prime
    811-07332
    12/31/2011
    4/30/2012

    BlackRock Cash Funds: Treasury
    811-07332
    12/31/2011
    4/30/2012

    BlackRock Cash Funds: Government
    811-07332
    12/31/2011
    4/30/2012

    BlackRock Cash Funds: Institutional
    811-07332
    12/31/2011
    4/30/2012

    BlackRock CoreAlpha Bond Fund
    811-07332
    12/31/2011
    4/30/2012

    BlackRock Russell 1000 Index Fund
    811-07332
    12/31/2011
    4/30/2012

    BlackRock S&P 500 Stock Fund
    811-07332
    12/31/2011
    4/30/2012

    LifePath 2020 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    A-2

    LifePath 2025 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath 2030 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath 2035 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath 2040 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath 2045 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    Lifepath 2050 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath 2055 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Retirement Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Index 2020 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Index 2025 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Index 2030 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Index 2035 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Index 2040 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Index 2045 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Index 2050 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Index 2055 Portfolio
    811-07332
    12/31/2011
    4/30/2012

    LifePath Index Retirement Portfolio
    811-07332
    12/31/2011
    4/30/2012

    BlackRock Global Allocation Fund, Inc.
    811-05576
    10/31/2011
    2/28/2012

    BlackRock Global Opportunities Equity Trust
    811-21729
    10/31/2011
    NA

    BlackRock Global SmallCap Fund, Inc.
    811-07171
    6/30/2011
    10/28/2011

    BlackRock Health Sciences Trust
    811-21702
    10/31/2011
    NA

    BlackRock Healthcare Fund, Inc. (N-8F)
    811-03595

    BlackRock High Income Shares
    811-05495
    8/31/2011
    NA

    BlackRock High Yield Trust
    811-08991
    8/31/2011
    NA

    BlackRock Income Opportunity Trust Inc.
    811-06443
    8/31/2011
    NA

    BlackRock Income Trust Inc.
    811-05542
    8/31/2011
    NA

    BlackRock Index Funds, Inc.
    811-07899
    12/31/2011
    4/27/2012

    BlackRock International Growth and Income Trust
    811-22032
    10/31/2011
    NA

    BlackRock International Value Trust (N-8F)
    811-04182

    BlackRock International Value Fund
    811-04182
    6/30/2011
    NA

    BlackRock Investment Quality Municipal Trust, Inc. (BKN)
    811-07354
    4/30/2012
    NA

    BlackR

CORRESP
1
filename1.htm

    787 Seventh Avenue

New York, NY 10019-6099

Tel: 212 728 8000

Fax: 212 728 8111

December 7, 2012

Via EDGAR

Laura Hatch

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:	Comments on BlackRock Shareholder Reports

Dear Ms. Hatch:

This letter responds to comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (“SEC”)
in telephone conversations on September 19, 2012, September 26, 2012, September 28, 2012 and October 5, 2012 regarding the shareholder
reports of the registrants as identified on Exhibit A (the “Registrants”).

For your convenience, the substance of
the Staff’s comments has been restated below. Each Registrant’s joint or individual responses to each comment, as applicable,
are set out immediately under the restated comment.

General Comments

 Comment No. 1. (Comment on N-1A Filings) For share classes that automatically
convert to another share class after a certain period of time, please confirm that the average annual total returns included in
the performance table reflects the returns of the class being converted into.

 Response No. 1: The Registrants confirm that when reporting performance
after a share class conversion, the ten year average annual total return included in the performance table reflects the returns
of the class into which the shares are being converted.

New
York  Washington, DC  Paris  London
Milan  Rome  Frankfurt
Brussels

    December 7, 2012
 Page 2

 Comment No. 2. The Notes to Financial Statements for certain Funds (generally
for those Funds that engage in securities lending activities) state that with respect to a Fund’s investment in BlackRock
Liquidity Series, LLC Money Market Series (the “Money Market Series”) “the Fund
may withdraw up to 25% of its investment daily, although the manager of the Money Market Series, in its sole discretion, may permit
an investor to withdraw more than 25% on any one day.” Please consider adding this language as a tickmark in the Schedule
of Investments.

 Response No. 2: The suggested change will be made to future shareholder
reports, when applicable. The Schedules of Investments will include the following tickmark where appropriate: “The Fund
may withdraw up to 25% of its investment in the BlackRock Liquidity Series, LLC Money Market Series (the “Money Market
Series”) daily, although the manager of the Money Market Series, in its sole discretion, may
permit an investor to withdraw more than 25% on any one day.”

 Comment No. 3. On the Statement of Operations,
certain Funds (e.g., BlackRock Mid-Cap Growth Equity Portfolio and BlackRock Mid-Cap Value Equity Portfolio) list “Litigation
proceeds” under the “Realized Gain” sub-heading. Please confirm that these proceeds are not from securities
currently held by the Funds. If the litigation proceeds are from securities held by a Fund, the proceeds should be characterized
as unrealized gain and should be re-classified as an offset to costs.

 Response No. 3: The “Litigation proceeds” of BlackRock Mid-Cap
Growth Equity Portfolio are not from securities currently held by the Fund. The majority (97%) of the “Litigation proceeds”
of BlackRock Mid-Cap Value Equity Portfolio are not from securities currently held by the Fund. The remaining 3%, which are from
securities currently held by the Fund, was deemed immaterial. The Registrants confirm that if litigation proceeds are primarily
from securities held by a Fund, these proceeds will be characterized as unrealized gain.

 Comment No. 4. Please confirm whether recoupment of manager fee waivers
are applied on a class level or on a Fund level. If recoupment is applied on a class level, amounts should be provided on a class-by-class
basis in the Notes to Financial Statements (certain Funds disclose recoupment amounts on a Fund level basis, e.g. BlackRock Core
Bond Fund).

 Response No. 4: Expense waiver recoupments can occur both at the class level
and the fund level. The amounts that have been recouped during the fiscal year are disclosed by class level in the Notes to Financial
Statements. Amounts subject to possible future recoupment will be shown on a class-by-class basis, when applicable, in all future
shareholder reports.

 Comment No. 5. On the Fair Valuation Input table in the Schedule of
Investments, certain Funds (e.g., BlackRock Energy & Resources Portfolio) that had Level 3 holdings do not show a roll forward
from the previous year. Please confirm whether a materiality

    December 7, 2012
 Page 3

threshold
is being applied to determine whether to exclude the roll forward. If you are willing, please state what that materiality threshold
is.

 Response No. 5: The Registrants confirm that a materiality threshold is
being applied to determine whether to exclude a roll forward from the previous year in the Level 3 holdings. A Fund will include
a Level 3 roll forward if the Level 3 investments at the beginning or end of the period are greater in the aggregate than 1% of
the Fund’s net assets. Per FASB ASC 105-10-05-06, the provisions of the FASB Codification need not be applied to immaterial
items. The Registrants take the position that a Level 3 roll forward may be omitted in situations where the amount of Level 3
assets or liabilities is not material.

 Comment No. 6. For Funds that have heavy derivatives exposure, please
disclose information about the existence and nature of credit-risk-related contingent features. Reference is made to accounting
guidance ASC 815-10-50-4H.

 Response No. 6: The Funds currently disclose the following in accordance
with FASB ASC 815-10-50-4H: “Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative
contracts prior to maturity in the event the Funds’ net assets decline by a stated percentage or the Funds fail to meet
the terms of its ISDA Master Agreements, which would cause the Funds to accelerate payment of any net liability owed to the counterparty.”

 Comment No. 7. For Funds that write or sell credit default swaps, please
confirm that the Funds cover the full notional amount of the credit default swap.

 Response No. 7: If a Fund writes (sells) a credit default swap, then the
Fund will, during the term of the swap agreement, cover the full amount owed to the counterparty under the swap agreement upon
the occurrence of a credit default event, as defined under the terms of the particular swap agreement.

 Comment No. 8. Certain Funds appear to have outstanding debt (other
than a line of credit) but do not provide a cash flow statement (e.g., BlackRock Strategic Income Opportunities Portfolio, BlackRock
Low Duration Bond Portfolio and BlackRock Core Bond Portfolio). Please explain how Fund management determined that these Funds
do not need to provide a cash flow statement.

 Response No. 8: A Fund will present a Statement of Cash Flows in the financial
statements if average borrowings for the period exceed 10% of its average total assets. None of the Funds referenced above had
average borrowings for the relevant period exceeding the 10% threshold. The Registrants note that for these purposes reverse repurchase
agreements are included in the borrowings calculation.

    December 7, 2012
 Page 4

Money Market Fund Comments

 Comment No. 9. Certain Funds disclose a different expense ratio in the
Expense Example in the Annual Report than is disclosed in the Financial Highlights. Please explain the reason for this discrepancy.

For
example:

BlackRock
Municipal Money Market Portfolio – Investor A

Expense
Example expense ratio: 0.18%

Financial
Highlights expense ratio: 0.25%

BlackRock
New Jersey Municipal Money Market Portfolio – Investor A

Expense
Example expense ratio: 0.24%

Financial
Highlights expense ratio: 0.38%

BlackRock
Ohio Municipal Money Market Portfolio – Investor A

Expense
Example expense ratio: 0.16%

Financial
Highlights expense ratio: 0.27%

 Response No. 9: The expense ratio in the Financial Highlights is calculated
using the amount of expenses shown in each Fund’s Statement of Operations for the period, per Regulation S-X. The expense
ratio in the annual report is calculated using a 12-month period while the expense ratio in the semi-annual report is calculated
using a 6-month period. A Fund’s expense ratio used in the Expense Example, which is calculated in the manner required by
Instruction 4(b) to Item 13(a) of Form N-1A, requires the use of the Fund’s most recent fiscal half-year (e.g., the Fund’s
second fiscal half-year in the case of an annual report) on an annualized basis. Voluntary expense waivers that were instituted
in order to maintain minimum levels of daily net investment income for these Funds were higher in the second half of the year
than they were in the first half of the year. Therefore the expense ratio in the expense example is lower than the expense ratio
in the financial highlights.

 Comment No. 10. Certain Funds disclose a different expense ratio in the
prospectus expense table than is disclosed in the Financial Highlights. Please explain the reason for this discrepancy.

For
example:

BIF
Government Securities Fund

Expense
table expense ratio: 0.70%

Financial
Highlights expense ratio: 0.49%

BIF
Treasury Fund

Expense
table expense ratio: 0.58%

Financial
Highlights expense ratio: 0.49%

    December 7, 2012
 Page 5

 Response No. 10: The net expense ratios in the prospectus fee table reflect
only contractual fee waivers and do not include additional voluntary waivers that were instituted in order to maintain minimum
levels of daily net investment income. The net expense ratios in the financial highlights include all fee waivers.

 Comment No. 11. For BlackRock Money Market Portfolio, the Financial Highlights
for Investor A Shares is missing tickmark “2” on the “Total Investment Return” line item for the period
October 1, 2008 to March 31, 2009.

 Response No. 11: The missing tickmark will be added to all future shareholder
reports, when applicable.

 Comment No. 12. For all Money Market Funds, consider tickmarking all
values below 0.0005 on the Financial Highlights tables.

 Response No. 12: The suggested change will be made to all future shareholder
reports, when applicable.

 Comment No. 13. For the BIF Ohio Municipal Money Fund, the Schedule of
Investments shows that the Fund held 68% of its assets in Ohio municipal securities. The Fund’s prospectus discloses that
the “Fund will generally invest at least 80% of its assets in Ohio municipal securities.” Please explain whether the
Fund was in compliance with its stated 80% policy.

 Response No. 13: The Fund confirms that it was in compliance with its stated
80% policy.

 Comment No. 14. For the BIF Ohio Municipal Money Fund, the Statement
of Assets and Liabilities discloses “Investments sold receivable” of approximately $28M (which was approximately 28%
of the Fund’s net assets), however, the Staff did not see any Fund liability that would require the Fund to raise that much
cash. Was the Fund aware of an incoming redemption that was not included on the Statement of Assets and Liabilities? (The Staff
notes that in the next quarterly report for the period ended June 30, 2012, the Fund’s assets decreased by approximately
$25M.)

 Response No. 14: The “Investments sold receivable” was not related
to redemption activity and represents called bonds which settled on April 2, 2012. The Fund notes that it had approximately $100
million in net assets as of March 31, 2012 and approximately $84 million in net assets as of June 30, 2012. The difference in
net assets between the first and second quarters is not related to the called bonds.

Closed-end Municipal Funds

 Comment No. 15. For Funds that hold Tender Option Bonds (TOBs), please
confirm that the Funds segregate liquid assets equal to the amount of the bond plus accrued interest.

    December 7, 2012
 Page 6

 Response No. 15: The Registrants confirm that Funds that hold TOBs segregate
liquid assets equal to the amount of the short term floating rate securities issued by the tender option bond trust plus accrued
interest.

 Comment No. 16. In the section of the shareholder reports captioned “The
Benefits and Risks of Leveraging,” please explain why the figures provided in the “Percentage of Leverage” table
do not correspond to the level of leverage disclosed in the Schedule of Investments.

For
Example:

    Fund Ticker
    Percentage of Leverage disclosed in The Benefits and Risks of Leverage Section
    Percentage of leverage disclosed in the Schedule of Investments

    MUC
    43%
    74.3%

    MUJ
    37%
    59.4%

    MFT
    39%
    63.6%

    MIY
    38%
    60.4%

    MJI
    35%
    53.7%

 Response No. 16: The Registrants note that the percentages for leverage in
the Schedule of Investments are based solely on a Fund’s net asset value, as noted at the top of the Schedule of Investments.
The percentages in the section captioned “The Benefits and Risks of Leveraging” are based on a Fund’s managed
assets, which include the net asset value and borrowings.

 Comment No. 17. In the Statement of Operations included in future reports,
please separately report interest expense and amortization of offering costs.

 Response No. 17: The Registrants respectfully decline to make this change.
In accordance with FASB ASC 835-30-45, debt issue costs are recorded as a deferred charge and amortized to interest expense over
the term of the life of the debt. Because these costs are amortized to interest expense, these are included as one line item on
the Statement of Operations and it is indicated that the line item includes interest expense and offering cost amortization.

 Comment No. 18. For Funds that have issued VRDP Shares, the Notes to
Financial Statements (Note 1) states that costs in connection with the issuance of VRDP Shares are
recorded

    December 7, 2012
 Page 7

as
a deferred charge and will be amortized over the 30-year life of the VRDP Shares with the exception of upfront fees paid to the
liquidity provider which are amortized over the life of the liquidity agreement. Similarly, certain Funds disclose that costs
in connection with the issuance of VMTP Shares are recorded as a deferred charge and will be amortized over 3 years. Please explain
the accounting treatment of these policies. Reference is made to accounting guidance in paragraphs 5-6 of FASB ASC 946-20-25 and
946-20-35-5, which requires that offering costs of closed-end funds shall be charged to paid-in capital upon sale of the shares
or units.

 Response No. 18: VRDP and VMTP Shares (“Preferred Shares”) have
(i) a mandatory redemption 30 years and 3 years, respectively, from the date of issuance, (ii) a conditional demand feature and
(iii) an optional redemption provision that allows a Fund to redeem the Preferred Shares. FASB ASC 480-10-25-4 states that a mandatorily
redeemable financial instrument shall be classified as a liability unless the redemption is required to occur only upon the liquidation
or termination of the reporting entity. Because the redemption will occur up to 3 or 30 years, as applicable, from the date of
issuance (which will not be the termination date of the issuing Fund), the Preferred Shares are considered debt of the issuing
Fund. In accordance with FASB ASC 835-30-45, debt issue costs are recorded as a deferred charge and amortized to interest expense
over the term of the life of the debt. Upfront fees paid to the liquidity provider (in the case of VRDP only) are amortized over
the life of the agreement since the agreements typically have a one- or two-year term. FASB ASC 946-20-25 and FASB ASC 946-20-35-5
are applicable to the initial offering of shares or units before commencement of operations, as no shares were issued (and thus
that guidance is not applicable to the issuance of debt).

 Comment No. 19. For the Funds that have issu