<SEC-DOCUMENT>0000844779-17-000242.txt : 20170627
<SEC-HEADER>0000844779-17-000242.hdr.sgml : 20170627
<ACCEPTANCE-DATETIME>20170627161740
ACCESSION NUMBER:		0000844779-17-000242
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20170430
FILED AS OF DATE:		20170627
DATE AS OF CHANGE:		20170627
EFFECTIVENESS DATE:		20170627

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BLACKROCK MUNIHOLDINGS FUND, INC.
		CENTRAL INDEX KEY:			0001034665
		IRS NUMBER:				223508039
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-08081
		FILM NUMBER:		17932559

	BUSINESS ADDRESS:	
		STREET 1:		100 BELLEVUE PARKWAY
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19809
		BUSINESS PHONE:		800-441-7762

	MAIL ADDRESS:	
		STREET 1:		100 BELLEVUE PARKWAY
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19809

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BLACKROCK MUNIHOLDINGS FUND INC
		DATE OF NAME CHANGE:	20061026

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MUNIHOLDINGS FUND INC
		DATE OF NAME CHANGE:	19970226
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
000 B000000 04/30/2017
000 C000000 0001034665
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 BLACKROCK MUNIHOLDINGS FUND, INC.
001 B000000 811-08081
001 C000000 8004417762
002 A000000 100 BELLEVUE PARKWAY
002 B000000 WILMINGTON
002 C000000 DE
002 D010000 19809
003  000000 N
004  000000 N
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008 B000001 A
008 C000001 801-47710
008 D010001 WILMINGTON
008 D020001 DE
008 D030001 19809
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A. (COMMON)
012 B000001 85-11340
012 C010001 CANTON
012 C020001 MA
012 C030001 02021
012 A000002 BANK OF NEW YORK MELLON (PREFERRED)
012 B000002 85-05006
012 C010002 NEW YORK
012 C020002 NY
012 C030002 10289
013 A000001 DELOITTE & TOUCHE LLP
013 B010001 BOSTON
013 B020001 MA
013 B030001 02116
014 A000001 BLACKROCK EXECUTION SERVICES
014 B000001 8-48719
014 A000002 BLACKROCK INVESTMENTS, LLC
014 B000002 8-48436
014 A000003 HARRIS WILLIAMS LLC
014 B000003 8-53380
014 A000004 PNC CAPITAL MARKETS, INC.
014 B000004 8-32493
<PAGE>      PAGE  2
014 A000005 PNC INVESTMENTS LLC
014 B000005 8-66195
014 A000006 SOLEBURY CAPITAL, LLC
014 B000006 8-67548
015 A000001 State Street Bank and Trust Company
015 B000001 C
015 C010001 Boston
015 C020001 MA
015 C030001 02111
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000  276
019 C000000 BLKRKADVSR
020 A000001 BANK OF AMERICA CORP
020 B000001 56-0906609
020 C000001      3
021  000000        3
022 A000001 BLACKROCK LIQUIDITY FUNDS, MUNICASH
022 B000001 52-0983343
022 C000001     43375
022 D000001     44376
022 A000002 PERSHING LLC
022 B000002 13-2741729
022 C000002      4560
022 D000002      6967
022 A000003 MORGAN STANLEY & CO INC
022 B000003 13-2655998
022 C000003      2688
022 D000003      5268
022 A000004 GOLDMAN SACHS & CO
022 B000004 13-5108880
022 C000004      5550
022 D000004      1123
022 A000005 WELLS FARGO BANK NA
022 B000005 94-1347393
022 C000005      5114
022 D000005      1432
022 A000006 JPMORGAN SECURITIES INC
022 B000006 13-3299429
022 C000006      4788
022 D000006      1457
022 A000007 CITIGROUP GLOBAL MARKETS INC
022 B000007 11-2418191
022 C000007      3407
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022 B000008 06-1031656
022 C000008      3324
022 D000008       611
022 A000009 STIFEL NICOLAUS & CO INC
<PAGE>      PAGE  3
022 B000009 43-0538770
022 C000009      3874
022 D000009         0
022 A000010 PIPER JAFFRAY & CO
022 B000010 41-0953246
022 C000010      2418
022 D000010       855
023 C000000      81167
023 D000000      71069
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025 D000001       0
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076  000000    16.65
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078  000000 N
080 A000000 FEDERAL INSURANCE COMPANY
080 B000000 St. Paul Fire & Marine Insurance Company
080 C000000    61550
081 A000000 Y
081 B000000  75
082 A000000 N
082 B000000        0
083 A000000 N
083 B000000        0
084 A000000 N
084 B000000        0
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087 A020000 09253N104
087 A030000 MHD
087 B010000 PREFFERED STOCK
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 Y
SIGNATURE   NEAL J. ANDREWS
TITLE       CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>77bMUNI7.txt
<TEXT>
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of BlackRock MuniAssets Fund, Inc.,
BlackRock MuniEnhanced Fund, Inc., BlackRock MuniHoldings Fund, Inc., BlackRock
MuniHoldings Fund II, Inc., BlackRock MuniHoldings Quality Fund, Inc.,
BlackRock Muni Intermediate Duration Fund, Inc., and BlackRock MuniVest Fund
II, Inc.:

In planning and performing our audits of the financial statements of BlackRock
MuniAssets Fund, Inc., BlackRock MuniEnhanced Fund, Inc., BlackRock
MuniHoldings Fund, Inc., BlackRock MuniHoldings Fund II, Inc., BlackRock
MuniHoldings Quality Fund, Inc., BlackRock Muni Intermediate Duration Fund,
Inc., and BlackRock MuniVest Fund II, Inc. (collectively, the "Funds"), as of
and for the year ended April 30, 2017, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we considered the
Funds' internal control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, but not for the purpose of expressing an
opinion on the effectiveness of the Funds' internal control over financial
reporting. Accordingly, we express no such opinion.

The management of the Funds is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. A fund's internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. A fund's internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the fund;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the fund
are being made only in accordance with authorizations of management and
directors of the fund; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of a fund's assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or employees, in the
normal course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Funds' annual or interim financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Funds' internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
material weaknesses under standards established by the Public Company
Accounting Oversight Board (United States). However, we noted no deficiencies
in the Funds' internal control over financial reporting and their operation,
including controls for safeguarding securities that we consider to be a
material weakness, as defined above, as of April 30, 2017.

This report is intended solely for the information and use of management and
the Board of Directors of BlackRock MuniAssets Fund, Inc., BlackRock
MuniEnhanced Fund, Inc., BlackRock MuniHoldings Fund, Inc., BlackRock
MuniHoldings Fund II, Inc., BlackRock MuniHoldings Quality Fund, Inc.,
BlackRock Muni Intermediate Duration Fund, Inc., and BlackRock MuniVest Fund
II, Inc., and the Securities and Exchange Commission and is not intended to be
and should not be used by anyone other than these specified parties.

/s/ Deloitte & Touche LLP
Boston, Massachusetts
June 22, 2017

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>3
<FILENAME>77o10.txt
<TEXT>
<PAGE>

                                                            [LOGO OF BLACKROCK]

Rule 10f-3 Transaction Form

Acquisition of Securities During Affiliated Underwritings

PARTICIPATING FUNDS

..  U.S. Registered Funds (Name of Fund, Aladdin Ticker):
   BlackRock Municipal Income Trust (BFK)
   BlackRock Municipal Income Trust II (BLE)
   BlackRock MuniHoldings Fund, Inc. (MHD)
   BlackRock MuniHoldings Fund II, Inc. (MUH)
   BlackRock MuniVest Fund II, Inc. (MVT)
   BlackRock MuniYield Fund, Inc. (MYD)
   BlackRock MuniYield Investment Fund (MYF)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

-------------------------------------
Date of                   01-06-2017
Offering Commencement:
------------------------  -----------
Security Type:            BND/MUNI
-------------------------------------
-------------------------------------------------------------------------------
Issuer                       District of Columbia University Refunding Revenue
                             Bonds (Georgetown University Issue) Series 2017
---------------------------  --------------------------------------------------
Selling Underwriter          Wells Fargo Securities, LLC
---------------------------  --------------------------------------------------
Affiliated Underwriter(s)    [X]  PNC Capital Markets LLC
                             [_]  Other:
---------------------------  --------------------------------------------------
List of Underwriter(s)       Wells Fargo Securities, LLC, PNC Capital Markets
                             LLC, Goldman, Sachs & Co
-------------------------------------------------------------------------------

TRANSACTION DETAILS

-------------------------------
Date of Purchase    01-12-2017
-------------------------------
-------------------------------------------------------------------------------
Purchase Price/Share      $113.691
(PER SHARE / % OF PAR)    $113.414
                          $112.315 Total Commission, Spread or Profit    0.259%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Aggregate Principal Amount Purchased (a+b)                       $13,855,000
------------------------------------------------------------------  -----------
    a. US Registered Funds (Appendix attached with individual
       Fund/Client purchase)                                        $11,050,000
------------------------------------------------------------------  -----------
    b. Other BlackRock Clients                                        2,805,000
------------------------------------------------------------------  -----------

                                  Page 1 of 2

<PAGE>

Rule 10f-3 Report - Definitions


2. Aggregate Principal Amount of Offering                          $301,575,000
-----------------------------------------------------------------  ------------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                  0.04594
-------------------------------------------------------------------------------

<PAGE>

Rule 10f-3 Report - Definitions


LEGAL REQUIREMENTS

OFFERING TYPE (CHECK ONE)

 The securities fall into one of the following transaction types (see
 Definitions):

 [_]  U.S. Registered Public             [Issuer must have 3 years of
      Offering.......................... continuous operations]

 [_]  Eligible Rule 144A Offering....... [Issuer must have 3 years of
                                         continuous operations]

 [X]  Eligible Municipal Securities

 [_]  Eligible Foreign Offering......... [Issuer must have 3 years of
                                         continuous operations]

 [_]  Government Securities              [Issuer must have 3 years of
      Offering.......................... continuous operations]

TIMING AND PRICE (CHECK ONE OR BOTH)

[X] The securities were purchased before the end of the first day on which any
    sales were made, at a price that was not more than the price paid by each
    other purchaser of securities in that offering or in any concurrent
    offering of the securities; and

[_] If the securities are offered for subscription upon exercise of rights, the
    securities were purchased on or before the fourth day before the day on
    which the rights offering terminated.

FIRM COMMITMENT OFFERING (CHECK ONE)

[X]  YES  The securities were offered pursuant to an underwriting or similar
[_]  NO   agreement under which the underwriters were committed to purchase
          all of the securities being offered, except those purchased by
          others pursuant to a rights offering, if the underwriters purchased
          any of the securities.

NO BENEFIT TO AFFILIATED UNDERWRITER (CHECK ONE)

[X]  YES  No affiliated underwriter was a direct or indirect participant in,
[_]  NO   or benefited directly or indirectly from, the transaction.

Completed by:  Dipankar Banerjee                              Date: 01-16-2017
               ---------------------------------------------
               Global Syndicate Team Member

Approved by:   Steven DeLaura                                 Date: 01-16-2017
               ---------------------------------------------
               Global Syndicate Team Member

<PAGE>

Rule 10f-3 Report - Definitions


DEFINITIONS

TERM                       DEFINITION
Fund Ratio                 Number appearing at the bottom of page 1 of 2 of
                           the Rule 10f-3 Report form. It is the sum of the
                           Funds' participation in the offering by the Funds
                           and other accounts managed by BlackRock divided by
                           the total amount of the offering.

Eligible Foreign Offering  The securities are sold in a public offering
                           conducted under the laws of a country other than
                           the United States and

                           (a)the offering is subject to regulation in such
                              country by a "foreign financial regulatory
                              authority," as defined in Section 2(a)(50) of
                              the Investment Company Act of 1940;

                           (b)the securities were offered at a fixed price to
                              all purchasers in the offering (except for any
                              rights to purchase securities that are required
                              by law to be granted to existing security
                              holders of the issuer);

                           (c)financial statements, prepared and audited as
                              required or permitted by the appropriate foreign
                              financial regulatory authority in such country,
                              for the two years prior to the offering, were
                              made available to the public and prospective
                              purchasers in connection with the offering; and

                           (d)if the issuer is a "domestic issuer," i.e.,
                              other than a foreign government, a national of
                              any foreign country, or a corporation or other
                              organization incorporated or organized under the
                              laws of any foreign country, it (1) has a class
                              of securities registered pursuant to section
                              12(b) or 12(g) of the Securities Exchange Act of
                              1934 or is required to file reports pursuant to
                              section 15(d) of that act, and (2) has filed all
                              the material required to be filed pursuant to
                              section 13(a) or 15(d) of that act for a period
                              of at least 12 months immediately preceding the
                              sale of securities (or for such shorter period
                              that the issuer was required to file such
                              material)

<PAGE>

Rule 10f-3 Report - Definitions


TERM                            DEFINITION
Eligible Municipal Securities   The securities:

                                (a)are direct obligations of, or obligations
                                   guaranteed as to principal or interest by,
                                   a State or any political subdivision
                                   thereof, or any agency or instrumentality
                                   of a State or any political subdivision
                                   thereof, or any municipal corporate
                                   instrumentality of one or more States, or
                                   any security which is an industrial
                                   development bond (as defined in section
                                   103(c)(2) of Title 26) the interest on
                                   which is excludable from gross income under
                                   certain provisions of the Internal Revenue
                                   Code;

                                (b)are sufficiently liquid that they can be
                                   sold at or near their carrying value within
                                   a reasonably short period of time; and

                                (c)either

                                    (1)are subject to no greater than moderate
                                       credit risk; or

                                    (2)if the issuer of the municipal
                                       securities, or the entity supplying the
                                       revenues or other payments from which
                                       the issue is to be paid, has been in
                                       continuous operation for less than
                                       three years, including the operation of
                                       any predecessors, the securities are
                                       subject to a minimal or low amount of
                                       credit risk.

                                Also, purchases of municipal securities may
                                not be designated as group sales or otherwise
                                allocated to the account of any prohibited
                                seller (i.e., an affiliated underwriter).

Eligible Rule 144A Offering     The securities are sold in an offering where

                                (a)the securities are offered or sold in
                                   transactions exempt from registration under
                                   Section 4(2) of the Securities Act of 1933,
                                   Rule 144A thereunder, or Rules 501-508
                                   thereunder;

                                (b)the securities were sold to persons that
                                   the seller and any person acting on behalf
                                   of the seller reasonably believe to include
                                   qualified institutional buyers, as defined
                                   in Rule 144A ("QIBs"); and

                                (c)the seller and any person acting on behalf
                                   of the seller reasonably believe that the
                                   securities are eligible for resale to other
                                   QIBs pursuant to Rule 144A.

Government Securities Offering  The security is issued or guaranteed as to
                                principal or interest by the United States, or
                                by a person controlled or supervised by and
                                acting as an instrumentality of the Government
                                of the United States pursuant to authority
                                granted by the Congress of the United States;
                                or any certificate of deposit for any of the
                                foregoing.

<PAGE>

Rule 10f-3 Report - Definitions


TERM                              DEFINITION
U.S. Registered Public Offering.  The securities offered are registered under
                                  the Securities Act of 1933 that are being
                                  offered to the public.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>4
<FILENAME>77o19.txt
<TEXT>
<PAGE>

                                                            [LOGO OF BLACKROCK]

Rule 10f-3 Transaction Form

Acquisition of Securities During Affiliated Underwritings

PARTICIPATING FUNDS

..  U.S. Registered Funds (Name of Fund, Aladdin Ticker):
   ISHARES NATIONAL MUNI BOND ETF (ISHMUNI)
   ISHARES NEW YORK MUNI BOND ETF (ISHNY)
   BlackRock Municipal Income Investment Quality Trust (BAF)
   BlackRock Allocation Target Shares : Series E Portfolio (BATSE)
   BlackRock Municipal Income Investment Trust (BBF)
   BlackRock Municipal Income Trust (BFK)
   BlackRock Municipal Income Trust II (BLE)
   BlackRock High Yield Municipal Fund (BR-HYMUNI)
   BlackRock National Municipal Fund of Blackrock Municipal Bond Fund, Inc.
   (BR-NATL)
   BlackRock New York Municipal Opportunities Fund of BlackRock Multi-State Mu
   (BR-NYMO)
   BlackRock Strategic Municipal Trust (BSD)
   BlackRock Long-Term Municipal Advantage Trust (BTA)
   BlackRock Municipal Income Quality Trust (BYM)
   BlackRock MuniEnhanced Fund, Inc.(MEN)
   BlackRock MuniHoldings Investment Quality Fund (MFL)
   BlackRock MuniYield Investment Quality Fund (MFT)
   BlackRock MuniHoldings Fund, Inc. (MHD)
   BlackRock MuniHoldings New York Quality Fund, Inc. (MHN)
   BlackRock MuniYield Quality Fund II, Inc. (MQT)
   BlackRock MuniYield Quality Fund, Inc. (MQY)
   BlackRock MuniHoldings Fund II, Inc. (MUH)
   BlackRock MuniVest Fund II, Inc. (MVT)
   BlackRock MuniYield Fund, Inc. (MYD)
   BlackRock MuniYield Investment Fund (MYF)
   BlackRock MuniYield Quality Fund III, Inc. (MYI)
   BlackRock MuniYield New York Quality Fund, Inc. (MYN)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

-------------------------------------
Date of                   07-21-2016
Offering Commencement:
------------------------  -----------
Security Type:            BND/MUNI
-------------------------------------
-------------------------------------------------------------------------------
Issuer                       Metropolotan Transportation Authority
                             Transportation Revenue Bonds, Series 2016C,
                             Subseries 2016-C-1 (2056)
---------------------------  --------------------------------------------------
Selling Underwriter          Wells Fargo Securities, LLC
---------------------------  --------------------------------------------------
Affiliated Underwriter(s)    [X]  PNC Capital Markets LLC
                             [_]  Other:
---------------------------  --------------------------------------------------

                                  Page 1 of 2

<PAGE>

Rule 10f-3 Report - Definitions


-------------------------------------------------------------------------------
List of Underwriter(s)    Wells Fargo Securities, LLC, Drexel Hamilton,LLC,
                          Estrada Hinojosa & Company, Rice Financial Products
                          Company, BNYMellon Capital Markets, Merrill
                          Lynch,Pierce, Fenner & Smith Incorporated, Citigroup
                          Global Markets Inc, Goldman, Sachs & Co., J.P.
                          Morgan Securities LLC, Jefferies LLC, Loop Capital
                          Markets LLC, Morgan Stanley & Co. LLC, Samuel A.
                          Ramirez & Company, Inc., RBC Capital Markets, LLC,
                          Siebert Brandford Shank & Co, Academy Securities,
                          Barclays Capital Inc., Cabrera Capital Markets,LLC,
                          Duncan-Williams,Inc., Fidelity Capital Markets,
                          Janney Montgomery Scott LL, Keybank Capital Markets
                          Inc, M&T Securities, Inc, Mesirow Financial Inc,
                          Oppenheimer & Co, Piper Jaffray & Co, PNC Capital
                          Markets LLC, Raymond James & Associates,Inc,
                          Roosevelt & Cross,Inc, Stern Brothers & Co., Stifel
                          Nicolaus & Company, Inc, The Williams Capital Group,
                          L.P , TD Securities (USA) LLC, U.S. Bancorp
                          Investments, Inc
-------------------------------------------------------------------------------

TRANSACTION DETAILS

-------------------------------
Date of Purchase    07-21-2016
-------------------------------
-------------------------------------------------------------------------------
Purchase Price/Share      $119.657
(PER SHARE / % OF PAR)    (2.79)
                          $122.685
                          (2.71)   Total Commission, Spread or Profit    0.463%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Aggregate Principal Amount Purchased (a+b)                      $104,120,000
-----------------------------------------------------------------  ------------
    a. US Registered Funds (Appendix attached with individual
       Fund/Client purchase)                                       $ 87,500,000
-----------------------------------------------------------------  ------------
    b. Other BlackRock Clients                                     $ 16,620,000
-----------------------------------------------------------------  ------------
2. Aggregate Principal Amount of Offering                          $863,860,000
-----------------------------------------------------------------  ------------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                 0.120528
-------------------------------------------------------------------------------

<PAGE>

Rule 10f-3 Report - Definitions


LEGAL REQUIREMENTS

OFFERING TYPE (CHECK ONE)

The securities fall into one of the following transaction types (see
Definitions):

[_]  U.S. Registered Public         [Issuer must have 3 years of continuous
     Offering...................... operations]

[_]  Eligible Rule 144A Offering... [Issuer must have 3 years of continuous
                                    operations]

[X]  Eligible Municipal Securities

[_]  Eligible Foreign Offering..... [Issuer must have 3 years of continuous
                                    operations]

[_]  Government Securities          [Issuer must have 3 years of continuous
     Offering...................... operations]

TIMING AND PRICE (CHECK ONE OR BOTH)

[X] The securities were purchased before the end of the first day on which any
    sales were made, at a price that was not more than the price paid by each
    other purchaser of securities in that offering or in any concurrent
    offering of the securities; and

[_] If the securities are offered for subscription upon exercise of rights, the
    securities were purchased on or before the fourth day before the day on
    which the rights offering terminated.

FIRM COMMITMENT OFFERING (CHECK ONE)

[X]  YES  The securities were offered pursuant to an underwriting or similar
[_]  NO   agreement under which the underwriters were committed to purchase
          all of the securities being offered, except those purchased by
          others pursuant to a rights offering, if the underwriters purchased
          any of the securities.

NO BENEFIT TO AFFILIATED UNDERWRITER (CHECK ONE)

[X]  YES  No affiliated underwriter was a direct or indirect participant in,
[_]  NO   or benefited directly or indirectly from, the transaction.

Completed by:  Dipankar Banerjee                              Date: 07-26-2016
               ---------------------------------------------
               Global Syndicate Team Member

Approved by:   Steven DeLaura                                 Date: 07-26-2016
               ---------------------------------------------
               Global Syndicate Team Member

<PAGE>

Rule 10f-3 Report - Definitions


DEFINITIONS

TERM                       DEFINITION
Fund Ratio                 Number appearing at the bottom of page 1 of 2 of
                           the Rule 10f-3 Report form. It is the sum of the
                           Funds' participation in the offering by the Funds
                           and other accounts managed by BlackRock divided by
                           the total amount of the offering.

Eligible Foreign Offering  The securities are sold in a public offering
                           conducted under the laws of a country other than
                           the United States and

                           (a)the offering is subject to regulation in such
                              country by a "foreign financial regulatory
                              authority," as defined in Section 2(a)(50) of
                              the Investment Company Act of 1940;

                           (b)the securities were offered at a fixed price to
                              all purchasers in the offering (except for any
                              rights to purchase securities that are required
                              by law to be granted to existing security
                              holders of the issuer);

                           (c)financial statements, prepared and audited as
                              required or permitted by the appropriate foreign
                              financial regulatory authority in such country,
                              for the two years prior to the offering, were
                              made available to the public and prospective
                              purchasers in connection with the offering; and

                           (d)if the issuer is a "domestic issuer," i.e.,
                              other than a foreign government, a national of
                              any foreign country, or a corporation or other
                              organization incorporated or organized under the
                              laws of any foreign country, it (1) has a class
                              of securities registered pursuant to section
                              12(b) or 12(g) of the Securities Exchange Act of
                              1934 or is required to file reports pursuant to
                              section 15(d) of that act, and (2) has filed all
                              the material required to be filed pursuant to
                              section 13(a) or 15(d) of that act for a period
                              of at least 12 months immediately preceding the
                              sale of securities (or for such shorter period
                              that the issuer was required to file such
                              material)

<PAGE>

Rule 10f-3 Report - Definitions


TERM                            DEFINITION
Eligible Municipal Securities   The securities:

                                (a)are direct obligations of, or obligations
                                   guaranteed as to principal or interest by,
                                   a State or any political subdivision
                                   thereof, or any agency or instrumentality
                                   of a State or any political subdivision
                                   thereof, or any municipal corporate
                                   instrumentality of one or more States, or
                                   any security which is an industrial
                                   development bond (as defined in section
                                   103(c)(2) of Title 26) the interest on
                                   which is excludable from gross income under
                                   certain provisions of the Internal Revenue
                                   Code;

                                (b)are sufficiently liquid that they can be
                                   sold at or near their carrying value within
                                   a reasonably short period of time; and

                                (c)either

                                    (1)are subject to no greater than moderate
                                       credit risk; or

                                    (2)if the issuer of the municipal
                                       securities, or the entity supplying the
                                       revenues or other payments from which
                                       the issue is to be paid, has been in
                                       continuous operation for less than
                                       three years, including the operation of
                                       any predecessors, the securities are
                                       subject to a minimal or low amount of
                                       credit risk.

                                Also, purchases of municipal securities may
                                not be designated as group sales or otherwise
                                allocated to the account of any prohibited
                                seller (i.e., an affiliated underwriter).

Eligible Rule 144A Offering     The securities are sold in an offering where

                                (a)the securities are offered or sold in
                                   transactions exempt from registration under
                                   Section 4(2) of the Securities Act of 1933,
                                   Rule 144A thereunder, or Rules 501-508
                                   thereunder;

                                (b)the securities were sold to persons that
                                   the seller and any person acting on behalf
                                   of the seller reasonably believe to include
                                   qualified institutional buyers, as defined
                                   in Rule 144A ("QIBs"); and

                                (c)the seller and any person acting on behalf
                                   of the seller reasonably believe that the
                                   securities are eligible for resale to other
                                   QIBs pursuant to Rule 144A.

Government Securities Offering  The security is issued or guaranteed as to
                                principal or interest by the United States, or
                                by a person controlled or supervised by and
                                acting as an instrumentality of the Government
                                of the United States pursuant to authority
                                granted by the Congress of the United States;
                                or any certificate of deposit for any of the
                                foregoing.

<PAGE>

Rule 10f-3 Report - Definitions


TERM                              DEFINITION
U.S. Registered Public Offering.  The securities offered are registered under
                                  the Securities Act of 1933 that are being
                                  offered to the public.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>MHD77q1.txt
<TEXT>
<PAGE>

                       BlackRock MuniHoldings Fund, Inc.

                              File No. 811-08081

      Sub-Item No. 77Q1(e) (Investment Advisory Contracts) -- Attachment

Attached please find an exhibit to Sub-Item 77Q1(e) of Form N-SAR, a copy of
the Closed-End Fund Master Advisory Fee Waiver Agreement between BlackRock
MuniHoldings Fund, Inc. and BlackRock Advisors, LLC.

<PAGE>

Exhibit 77Q1(e)

             CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT
             ----------------------------------------------------

   This MASTER ADVISORY FEE WAIVER AGREEMENT (this "Agreement") is made as of
                                                    ---------
the 2nd day of December, 2016, by and among BlackRock Advisors, LLC (the
"Adviser") an "Adviser") and each investment company listed on SCHEDULE A
 -------       -------
attached hereto (each, a "Fund").
                          ----

   WHEREAS, each Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a closed-end management company, and is
                 --------
organized as a statutory trust under the laws of the State of Delaware, a
limited liability company under the laws of the State of Delaware, a business
trust under the laws of the Commonwealth of Massachusetts or a corporation
under the laws of the State of Maryland;

   WHEREAS, the Adviser and each Fund are parties to investment advisory
agreements (the "Advisory Agreements"), pursuant to which the Adviser provides
                 -------------------
investment advisory services to each Fund in consideration of compensation as
set forth in each Advisory Agreement (the "Advisory Fee"); and
                                           ------------

   WHEREAS, the Adviser has determined that it is appropriate and in the best
interests of each Fund and its interestholders to waive part of each Fund's
Advisory Fee as set forth in SCHEDULE B attached hereto (the "Fee Waiver").
                                                              ----------
Each Fund and the Adviser, therefore, have entered into this Agreement in order
to effect the Fee Waiver for each Fund at the level specified in SCHEDULE B
attached hereto on the terms and conditions set forth in this Agreement.

   NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

1. Contractual Fee Waiver. During the Term (as defined in Section 3 below), the
   ----------------------
Adviser shall waive a portion of its Advisory Fee with respect to each Fund as
set forth in SCHEDULE B attached hereto.

2. Voluntary Fee Waiver/Expense Reimbursement. Nothing herein shall preclude an
   ------------------------------------------
Adviser from contractually waiving other fees and/or reimbursing expenses of
any Fund, voluntarily waiving Advisory Fees it is entitled to from any Fund or
voluntarily reimbursing expenses of any Fund as the Adviser, in its discretion,
deems reasonable or appropriate. Any such voluntary waiver or voluntary expense
reimbursement may be modified or terminated by the Adviser at any time in its
sole and absolute discretion without the approval of the Fund's Board of
Trustees or Board of Directors, as the case may be.

3. Term; Termination.
   -----------------

   3.1 Term. The term ("Term") of the Fee Waiver with respect to a Fund shall
       ----             ----
begin on December 2, 2016 (or such other date as agreed to in writing between
the Adviser and the Fund) and end with respect to a Fund after the close of
business on the date set forth on SCHEDULE A (or such other date as agreed to
in writing between the Adviser and the Fund) unless the Fee Waiver is earlier
terminated in accordance with Section 3.2. The Term of the Fee Waiver with
respect to a Fund may be continued from year to year thereafter provided that
each such continuance is

                                     - 1 -

<PAGE>

specifically approved by the Adviser and the Fund (including with respect to
the Fund, a majority of the Fund's Trustees or Directors, as the case may be,
who are not "interested persons," as defined in the 1940 Act, of the Advisers
(the "Non-Interested Directors")). Neither the Adviser nor a Fund shall be
obligated to extend the Fee Waiver with respect to the Fund.

   3.2 Termination. This Agreement may be terminated prior to expiration by any
       -----------
Fund with respect to such Fund without payment of any penalty, upon 90 days'
prior written notice to the Adviser at its principal place of business (or at
an earlier date as may be agreed to by both parties); provided that, such
action shall be authorized by resolution of a majority of the Non-Interested
Directors of such Fund or by a vote of a majority of the outstanding voting
securities of such Fund.

4. Miscellaneous.
   -------------

   4.1 Captions. The captions in this Agreement are included for convenience of
       --------
reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.

   4.2 Interpretation. Nothing herein contained shall be deemed to require a
       --------------
Fund to take any action contrary to the Fund's Declaration of Trust or Articles
of Incorporation, as the case may be, or Bylaws, or any applicable statutory or
regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Fund's Board of Trustees or Board of Directors, as the
case may be, of its responsibility for and control of the conduct of the
affairs of the Fund.

   4.3 Limitation of Liability. The obligations and expenses incurred,
       -----------------------
contracted for or otherwise existing with respect to a Fund shall be enforced
against the assets of such Fund and not against the assets of any other Fund.

   4.4 Definitions. Any question of interpretation of any term or provision of
       -----------
this Agreement, including but not limited to the computations of average daily
net assets or of any Advisory Fee, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
relevant Advisory Agreement between the Adviser and the Fund or the 1940 Act,
shall have the same meaning as and be resolved by reference to such Advisory
Agreement or the 1940 Act, as applicable, and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such Court, by rules, regulations or orders of the Securities and
Exchange Commission ("SEC") issued pursuant to the 1940 Act. In addition, if
                      ---
the effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, that provision
will be deemed to incorporate the effect of that rule, regulation or order.
Otherwise the provisions of this Agreement will be interpreted in accordance
with the substantive laws of the State of New York.

                                     - 2 -

<PAGE>

   IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers as of the day and year first above written.

                                             EACH OF THE FUNDS LISTED ON
                                             SCHEDULE A ATTACHED HERETO

                                             By:  /s/ Neal J. Andrews
                                                  ------------------------------
                                                  Name: Neal J. Andrews
                                                  Title: Chief Financial Officer

                                             BLACKROCK ADVISORS, LLC

                                             By:  /s/ Neal J. Andrews
                                                  ------------------------------
                                                  Name: Neal J. Andrews
                                                  Title: Managing Director

   [SIGNATURE PAGE TO CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT]

                                     - 3 -

<PAGE>

                                  SCHEDULE A

             CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT

                          (DATED AS OF MARCH 2, 2017)

                                                                 EXPIRATION
      TICKER                       FUND                             DATE
      ------ -------------------------------------------------  -------------
  1    BBN   BlackRock Taxable Municipal Bond Trust             June 30, 2017

  2    BJZ   BlackRock California Municipal 2018 Term Trust     June 30, 2017

  3    BFZ   BlackRock California Municipal Income Trust        June 30, 2017

  4    BHK   BlackRock Core Bond Trust                          June 30, 2017

  5    HYT   BlackRock Corporate High Yield Fund, Inc.          June 30, 2017

  6    BTZ   BlackRock Credit Allocation Income Trust           June 30, 2017

  7    DSU   BlackRock Debt Strategies Fund, Inc.               June 30, 2017

  8    BHL   BlackRock Defined Opportunity Credit Trust         June 30, 2017

  9    BGR   BlackRock Energy and Resources Trust               June 30, 2017

  10   CII   BlackRock Enhanced Capital and Income Fund, Inc.   June 30, 2017

  11   BDJ   BlackRock Enhanced Equity Dividend Trust           June 30, 2017

  12   EGF   BlackRock Enhanced Government Fund, Inc.           June 30, 2017

  13         BlackRock Floating Rate Income Strategies Fund,    December 31,
       FRA     Inc.                                             2017

  14   BGT   BlackRock Floating Rate Income Trust               June 30, 2017

  15   BFO   BlackRock Florida Municipal 2020 Term Trust        June 30, 2017

  16   BOE   BlackRock Global Opportunities Equity Trust        June 30, 2017

  17   BME   BlackRock Health Sciences Trust                    June 30, 2018

  18   BKT   BlackRock Income Trust, Inc.                       June 30, 2017

  19   BGY   BlackRock International Growth and Income Trust    June 30, 2017

                                     - 4 -

<PAGE>

                                                                 EXPIRATION
      TICKER                       FUND                             DATE
      ------ -------------------------------------------------- -------------
  20   BKN   BlackRock Investment Quality Municipal Trust, Inc. June 30, 2017

  21   BLW   BlackRock Limited Duration Income Trust            June 30, 2017

  22   BTA   BlackRock Long-Term Municipal Advantage Trust      June 30, 2017

  23   BZM   BlackRock Maryland Municipal Bond Trust            June 30, 2017

  24   MHE   BlackRock Massachusetts Tax-Exempt Trust           June 30, 2017

  25   BIT   BlackRock Multi-Sector Income Trust                June 30, 2017

  26   MUI   BlackRock Muni Intermediate Duration Fund, Inc.    June 30, 2017

  27         BlackRock Muni New York Intermediate Duration      June 30, 2017
       MNE     Fund, Inc.

  28   MUA   BlackRock MuniAssets Fund, Inc.                    June 30, 2017

  29   BPK   BlackRock Municipal 2018 Term Trust                June 30, 2017

  30   BKK   BlackRock Municipal 2020 Term Trust                June 30, 2017

  31   BBK   BlackRock Municipal Bond Trust                     June 30, 2017

  32         BlackRock Municipal Income Investment Quality      June 30, 2017
       BAF     Trust

  33   BBF   BlackRock Municipal Income Investment Trust        June 30, 2017

  34   BYM   BlackRock Municipal Income Quality Trust           June 30, 2017

  35   BFK   BlackRock Municipal Income Trust                   June 30, 2017

  36   BLE   BlackRock Municipal Income Trust II                June 30, 2017

  37   BTT   BlackRock Municipal 2030 Target Term Trust         June 30, 2017

  38   MEN   BlackRock MuniEnhanced Fund, Inc.                  June 30, 2017

  39         BlackRock MuniHoldings California Quality Fund,    June 30, 2017
       MUC     Inc.

  40   MUH   BlackRock MuniHoldings Fund II, Inc.               June 30, 2017

  41   MHD   BlackRock MuniHoldings Fund, Inc.                  June 30, 2017

                                     - 5 -

<PAGE>

                                                                 EXPIRATION
      TICKER                       FUND                             DATE
      ------ -------------------------------------------------- -------------
  42   MFL   BlackRock MuniHoldings Investment Quality Fund     June 30, 2017

  43         BlackRock MuniHoldings New Jersey Quality Fund,    June 30, 2017
       MUJ     Inc.

  44   MHN   BlackRock MuniHoldings New York Quality Fund, Inc. June 30, 2017

  45   MUE   BlackRock MuniHoldings Quality Fund II, Inc.       June 30, 2017

  46   MUS   BlackRock MuniHoldings Quality Fund, Inc.          June 30, 2017

  47   MVT   BlackRock MuniVest Fund II, Inc.                   June 30, 2017

  48   MVF   BlackRock MuniVest Fund, Inc.                      June 30, 2017

  49   MZA   BlackRock MuniYield Arizona Fund, Inc.             June 30, 2017

  50   MYC   BlackRock MuniYield California Fund, Inc.          June 30, 2017

  51   MCA   BlackRock MuniYield California Quality Fund, Inc.  June 30, 2017

  52   MYD   BlackRock MuniYield Fund, Inc.                     June 30, 2017

  53   MYF   BlackRock MuniYield Investment Fund                June 30, 2017

  54   MFT   BlackRock MuniYield Investment Quality Fund        June 30, 2017

  55   MIY   BlackRock MuniYield Michigan Quality Fund, Inc.    June 30, 2017

  56   MYJ   BlackRock MuniYield New Jersey Fund, Inc.          June 30, 2017

  57   MYN   BlackRock MuniYield New York Quality Fund, Inc.    June 30, 2017

  58   MPA   BlackRock MuniYield Pennsylvania Quality Fund      June 30, 2017

  59   MQT   BlackRock MuniYield Quality Fund II, Inc.          June 30, 2017

  60   MYI   BlackRock MuniYield Quality Fund III, Inc.         June 30, 2017

  61   MQY   BlackRock MuniYield Quality Fund, Inc.             June 30, 2017

  62   BLJ   BlackRock New Jersey Municipal Bond Trust          June 30, 2017

  63   BNJ   BlackRock New Jersey Municipal Income Trust        June 30, 2017

                                     - 6 -

<PAGE>

                                                                 EXPIRATION
      TICKER                       FUND                             DATE
      ------ -------------------------------------------------  -------------
  64   BLH   BlackRock New York Municipal 2018 Term Trust       June 30, 2017

  65   BQH   BlackRock New York Municipal Bond Trust            June 30, 2017

  66   BSE   BlackRock New York Municipal Income Quality Trust  June 30, 2017

  67   BNY   BlackRock New York Municipal Income Trust          June 30, 2017

  68   BFY   BlackRock New York Municipal Income Trust II       June 30, 2017

  69    --   BlackRock Preferred Partners LLC                   July 31, 2017

  70   BCX   BlackRock Resources & Commodities Strategy Trust   June 30, 2017

  71   BST   BlackRock Science and Technology Trust             June 30, 2017

  72   BUI   BlackRock Utility and Infrastructure Trust         June 30, 2017

  73   BHV   BlackRock Virginia Municipal Bond Trust            June 30, 2017

  74   BSD   The BlackRock Strategic Municipal Trust            June 30, 2017

  75   BGIO  BlackRock 2022 Global Income Opportunity Trust/1/  June 30, 2018
--------
/1/  This Agreement was effective with respect to BlackRock 2022 Global Income
     Opportunity Trust as of February 16, 2017.

                                     - 7 -

<PAGE>

                                  SCHEDULE B

             CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT

                        (DATED AS OF DECEMBER 2, 2016)

       BlackRock Advisors, LLC will waive the management fee with respect to
any portion of the Fund's assets estimated to be attributable to investments in
other equity and fixed-income mutual funds and exchange-traded funds managed by
BlackRock Advisors, LLC or its affiliates.

                                     - 8 -
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
