<SEC-DOCUMENT>0000844779-16-000273.txt : 20161028
<SEC-HEADER>0000844779-16-000273.hdr.sgml : 20161028
<ACCEPTANCE-DATETIME>20161028150634
ACCESSION NUMBER:		0000844779-16-000273
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20160831
FILED AS OF DATE:		20161028
DATE AS OF CHANGE:		20161028
EFFECTIVENESS DATE:		20161028

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BLACKROCK MUNICIPAL INCOME QUALITY TRUST
		CENTRAL INDEX KEY:			0001181187
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21178
		FILM NUMBER:		161958256

	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 INSURED MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	20020904

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BLACKROCK MUNICIPAL INCOME TRUST III
		DATE OF NAME CHANGE:	20020819
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
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000 F000000 Y
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000 I000000 6.1
000 J000000 A
001 A000000 BLACKROCK MUNICIPAL INCOME QUALITY TRUST
001 B000000 811-21178
001 C000000 8004417762
002 A000000 100 BELLEVUE PARKWAY
002 B000000 WILMINGTON
002 C000000 DE
002 D010000 19809
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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 THE 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 CO.
015 B000001 C
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020 A000001 BANK OF AMERICA CORP
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022 A000009 RBC CAPITAL MARKETS CORP
<PAGE>      PAGE  3
022 B000009 13-5033225
022 C000009      2987
022 D000009      2104
022 A000010 RAYMOND JAMES & ASSOCIATES, INC.
022 B000010 59-1237041
022 C000010      1657
022 D000010      3372
023 C000000     147903
023 D000000     145049
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025 D000001       0
026 A000000 N
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<PAGE>      PAGE  4
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<PAGE>      PAGE  8
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076  000000    15.55
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080 B000000 ST. PAUL FIRE & MARINE INSURANCE COMPANY
080 C000000    61025
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087 A030000 BYM
087 B010000 PREFERRED STOCK
088 A000000 N
088 B000000 N
088 C000000 N
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SIGNATURE   NEAL J. ANDREWS
TITLE       CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77I NEW SECUR
<SEQUENCE>2
<FILENAME>bym77i.txt
<TEXT>
<PAGE>

                   BlackRock Municipal Income Quality Trust
                              File No. 811-21178
        Item No. 77I (Terms of New or Amended Securities) -- Attachment

A copy of an amendment to the Statement of Preferences of Variable Rate Muni
Term Preferred Shares is attached under Sub-Item 77Q1(a).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>bym77q1a.txt
<TEXT>
<PAGE>

                   BlackRock Municipal Income Quality Trust
                              File No. 811-21178
  Item No. 77Q1(a) (Copies of Material Amendments to Registrant's Charter or
                            By-laws) -- Attachment

Attached please find as an exhibit under Sub-Item 77Q1(a) of Form N-SAR, a copy
of BlackRock Municipal Income Quality Trust's (the "Fund") Amendment to
                                                    ----
Statement of Preferences of Variable Rate Muni Term Preferred Shares dated
April 13, 2016 and filed with the Fund's books and records.

<PAGE>

                                                                Exhibit 77Q1(a)

                   BLACKROCK MUNICIPAL INCOME QUALITY TRUST

                                 AMENDMENT TO
                          STATEMENT OF PREFERENCES OF
           VARIABLE RATE MUNI TERM PREFERRED SHARES ("VMTP SHARES")
                            DATED DECEMBER 15, 2011
                       (THE "STATEMENT OF PREFERENCES")

   The undersigned officer of BlackRock Municipal Income Quality Trust (the
"Trust"), a Delaware statutory trust, hereby certifies as follows:

   1. The Board of Trustees of the Trust (with the consent of the Holders (as
defined in the Statement of Preferences) of the VMTP Shares required under
Section 5 of the Statement of Preferences) has adopted resolutions to amend the
Statement of Preferences as follows:

   The Statement of Preferences of the Trust is hereby amended by deleting
Appendix A to the Statement of Preferences and replacing it with the Appendix A
attached hereto.

   2. Except as amended hereby, the Statement of Preferences remains in full
force and effect.

   3. An original copy of this amendment shall be lodged with the records of
the Trust and filed in such places as the Trustees deem appropriate.

                           [SIGNATURE PAGE FOLLOWS]

<PAGE>

   IN WITNESS WHEREOF, BlackRock Municipal Income Quality Trust, has caused
these presents to be signed as of April 13, 2016 in its name and on its behalf
by its Vice President and attested by its Secretary. Said officers of the Trust
have executed this amendment as officers and not individually, and the
obligations and rights set forth in this amendment are not binding upon any
such officers, or the trustees or shareholders of the Trust, individually, but
are binding only upon the assets and property of the Trust.

                                             BLACKROCK MUNICIPAL INCOME QUALITY
                                             TRUST

                                             By:  /s/ Jonathan Diorio
                                                  ------------------------------
                                                  Name: Jonathan Diorio
                                                  Title:   Vice President

ATTEST:

/s/ Janey Ahn
--------------------------
Name: Janey Ahn
Title:   Secretary

<PAGE>

                                                                     APPENDIX A

                                ELIGIBLE ASSETS

On the Date of Original Issue and at all times thereafter that the VMTP
Preferred Shares are Outstanding:

1. "Eligible Assets" are defined to consist only of assets that conform to the
   following requirements as of the time of investment:

    A. Debt obligations. The following debt obligations which are not in
       payment default at the time of investment:

       i.    "Municipal securities," defined as obligations of a State, the
             District of Columbia, a U.S. territory, or a political subdivision
             thereof and including general obligations, limited obligation
             bonds, revenue bonds, and obligations that satisfy the
             requirements of section 142(b)(1) of the Internal Revenue Code of
             1986 issued by or on behalf of any State, the District of
             Columbia, any U.S. territory or any political subdivision thereof,
             including any municipal corporate instrumentality of 1 or more
             States, or any public agency or authority of any State, the
             District of Columbia, any U.S. territory or any political
             subdivision thereof. The purchase of any municipal security will
             be based upon the Investment Adviser's assessment of an asset's
             relative value in terms of current yield, price, credit quality,
             and future prospects; and the Investment Adviser will monitor the
             creditworthiness of the Trust's portfolio investments and analyze
             economic, political and demographic trends affecting the markets
             for such assets.

       ii.   Debt obligations of the United States.

       iii.  Debt obligations issued, insured, or guaranteed by a department or
             an agency of the U.S. Government, if the obligation, insurance, or
             guarantee commits the full faith and credit of the United States
             for the repayment of the obligation.

       iv.   Debt obligations of the Washington Metropolitan Area Transit
             Authority guaranteed by the Secretary of Transportation under
             Section 9 of the National Capital Transportation Act of 1969.

       v.    Debt obligations of the Federal Home Loan Banks.

       vi.   Debt obligations, participations or other instruments of or issued
             by the Federal National Mortgage Association or the Government
             National Mortgage Association.

<PAGE>

       vii.  Debt obligations which are or ever have been sold by the Federal
             Home Loan Mortgage Corporation pursuant to sections 305 or 306 of
             the Federal Home Loan Mortgage Corporation Act.

       viii. Debt obligations of any agency named in 12 U.S.C. (S) 24(Seventh)
             as eligible to issue obligations that a national bank may
             underwrite, deal in, purchase and sell for the bank's own account,
             including qualified Canadian government obligations.

       ix.   Debt obligations of issuers other than those specified in (i)
             through (viii) above that are rated in one of the three highest
             rating categories by two or more NRSROs, or by one NRSRO if the
             security has been rated by only one NRSRO, and which have been
             determined by the Trust, based on the Trust's internal credit due
             diligence, to be securities where the issuer has adequate capacity
             to meet financial commitments under the security for the projected
             life of the security such that the lack of default on the security
             such that the risk of default on the security is low, and the full
             and timely repayment of principal and interest is expected, and
             that are "marketable". For these purposes, an obligation is
             "marketable" if:

             .  it is registered under the Securities Act;

             .  it is offered and sold pursuant to Securities and Exchange
                Commission Rule 144A; 17 CFR 230.144A; or

             .  it can be sold with reasonable promptness at a price that
                corresponds reasonably to its fair value.

       x.    Certificates or other securities evidencing ownership interests in
             a municipal bond trust structure (generally referred to as a
             tender option bond structure) that invests in (a) debt obligations
             of the types described in (i) above or (b) depository receipts
             reflecting ownership interests in accounts holding debt
             obligations of the types described in (i) above.

An asset shall not fail to qualify as an Eligible Asset solely by virtue of the
fact that:

             .  it provides for repayment of principal and interest in any form
                including fixed and floating rate, zero interest, capital
                appreciation, discount, leases, and payment in kind; or

             .  it is for long-term or short-term financing purposes.

    B. Derivatives

       i.    Interest rate derivatives; or

<PAGE>

       ii.   Swaps, credit default swaps, futures, forwards, structured notes,
             options and swaptions related to Eligible Assets or on an index
             related to Eligible Assets.

    C. Other Assets

       i.    (A) Shares of other investment companies registered under Section
             8 of the Investment Company Act of 1940 (open- or closed-end funds
             and ETFs) the assets of which consist entirely of Eligible Assets
             based on the Investment Adviser's assessment of the assets of each
             such investment company taking into account the investment
             company's most recent publicly available schedule of investments
             and publicly disclosed investment policies.

             (B) Notwithstanding Paragraph C.i.(A) above, the Trust shall be
             permitted, subject to Applicable Law, to invest up to five percent
             (5%) of the Trust's Managed Assets as of the time of investment in
             securities issued by a money-market fund (each, an "Eligible
             Money-Market Fund") that is (a) registered under the Investment
             Company Act of 1940, and (b) affiliated with the Investment
             Adviser; provided that if the Investment Advisor represents that
             the Eligible Money-Market Fund meets the requirements of Paragraph
             C.i.(A) above, the amount of such Managed Assets invested in any
             such Eligible Money-Market Fund meeting the requirements of
             Paragraph C.i.(A) above shall be excluded from the foregoing five
             percent (5%) limitation.

       ii.   Cash.

       iii.  Repurchase agreements on assets described in A above.

       iv.   Taxable fixed-income securities issued by an issuer described in
             Paragraph 1(A) (a "Permitted Issuer") that are not in default at
             the time of acquisition, acquired for the purpose of influencing
             control over such Permitted Issuer or creditor group of municipal
             bonds of such Permitted Issuer (a) the Trust already owns and (b)
             which have deteriorated or are expected shortly to deteriorate,
             with the expectation that such investment should enable the Trust
             to better maximize the value of its existing investment in such
             issuer, provided that the taxable fixed-income securities of such
             issuer so acquired do not constitute more than 0.5% of the Trust's
             Managed Assets as of the time of investment.

2.  At any time that VMTP Preferred Shares are outstanding, for any investment
    company the securities of which are held by the Trust, the Trust will
    provide or make available the following information to the Holders within
    10 days after the public quarterly release of such information and on the
    Date of Original Issue (for the reporting period having ended most recently
    prior to the closing):

<PAGE>

       i.    the identity of the investment company and the CUSIP Number, the
             number of shares owned, as of the end of the prior quarter, and
             the percentage of the investment company's equity represented by
             the Trust's investment, as of the end of the prior quarter;

       ii.   other than in the case of an investment in an Eligible
             Money-Market Fund, a representation that each such investment
             company invests solely in "Eligible Assets," which representation
             may be based upon the affirmative representation of the underlying
             investment company's investment adviser; and

       iii.  other than in the case of an investment in an Eligible
             Money-Market Fund, the information contained in the most recently
             released financial statements of each such underlying investment
             company relating to the portfolio holdings of each such investment
             company.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>bym77q1d.txt
<TEXT>
<PAGE>

                   BlackRock Municipal Income Quality Trust
                              File No. 811-21178
Item No. 77Q1(d) (Copies of All Constituent Instruments Referred to in Sub-Item
                              77I) -- Attachment

A copy of an amendment to the Statement of Preferences of Variable Rate Muni
Term Preferred Shares is attached under Sub-Item 77Q1(a).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>5
<FILENAME>77o12.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 Quality Trust (BYM)
   BlackRock MuniYield Quality Fund II, Inc. (MQT)
   BlackRock MuniYield Quality Fund III, Inc. (MYI)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

-------------------------------------
Date of                   11-18-2015
Offering Commencement:
------------------------  -----------
Security Type:            BND/MUNI
-------------------------------------
-------------------------------------------------------------------------------
Issuer                       City of Birmingham Alabama Series 2015-A1 and A2
---------------------------  --------------------------------------------------
Selling Underwriter          Loop Capital Markets
---------------------------  --------------------------------------------------
Affiliated Underwriter(s)    [X]  PNC Capital Markets LLC
                             [_]  Other:
---------------------------  --------------------------------------------------
List of Underwriter(s)       Loop Capital Markets, PNC Capital Markets LLC,
                             Frazer Lanier Company Incorporated, Securities
                             Capital Corporation
-------------------------------------------------------------------------------

TRANSACTION DETAILS

-------------------------------
Date of Purchase    11-18-2015
-------------------------------
-------------------------------------------------------------------------------
Purchase Price/Share
(PER SHARE / % OF PAR)    $92.607 Total Commission, Spread or Profit    0.70582
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Aggregate Principal Amount Purchased (a+b)                       $ 5,000,000
------------------------------------------------------------------  -----------
    a. US Registered Funds (Appendix attached with individual
       Fund/Client purchase)                                        $ 5,000,000
------------------------------------------------------------------  -----------
    b. Other BlackRock Clients                                               NA
------------------------------------------------------------------  -----------
2. Aggregate Principal Amount of Offering                           $38,051,900
------------------------------------------------------------------  -----------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                 0.131399
-------------------------------------------------------------------------------

LEGAL REQUIREMENTS

OFFERING TYPE (CHECK ONE)

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

                                  Page 1 of 2

<PAGE>

Rule 10f-3 Report - Definitions                            [LOGO OF BLACKROCK]

[_]  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: 12-23-2015
               ---------------------------------------------
               Global Syndicate Team Member

Approved by:   Betsy Mathews, Steven DeLaura                  Date: 12-23-2015
               ---------------------------------------------
               Global Syndicate Team Member

<PAGE>

Rule 10f-3 Report - Definitions                            [LOGO OF BLACKROCK]

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                            [LOGO OF BLACKROCK]

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                            [LOGO OF BLACKROCK]

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>6
<FILENAME>77o27.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                            [LOGO OF BLACKROCK]

-------------------------------------------------------------------------------
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)    $122.685 Total Commission, Spread or Profit    0.463%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Aggregate Principal Amount Purchased (a+b)                      $104,350,000
-----------------------------------------------------------------  ------------
    a. US Registered Funds (Appendix attached with individual
       Fund/Client purchase)                                       $87,500,000
-----------------------------------------------------------------  ------------
    b. Other BlackRock Clients                                     $16,850,000
-----------------------------------------------------------------  ------------
2. Aggregate Principal Amount of Offering                          $534,200,000
-----------------------------------------------------------------  ------------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                 0.19533
-------------------------------------------------------------------------------

<PAGE>

Rule 10f-3 Report - Definitions                            [LOGO OF BLACKROCK]

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:                                                  Date:
               ---------------------------------------------
               Global Syndicate Team Member

<PAGE>

Rule 10f-3 Report - Definitions                            [LOGO OF BLACKROCK]

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                            [LOGO OF BLACKROCK]

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                            [LOGO OF BLACKROCK]

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>7
<FILENAME>77o35.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 AMT-FREE MUNI BOND ETF (ISHMUNI)
   BlackRock Strategic Municipal Opportunities Fund of BlackRock Series Trust
   (BR-SMO-MAC)
   BlackRock Municipal Income Investment Quality Trust (BAF)
   BlackRock National Municipal Fund of Blackrock Municipal Bond Fund, Inc.
   (BR-NATL)
   BlackRock Long-Term Municipal Advantage Trust (BTA)
   BlackRock Municipal Income Quality Trust (BYM)
   BlackRock MuniEnhanced Fund, Inc. (MEN)
   BlackRock MuniYield Quality Fund II, Inc. (MQT)
   BlackRock MuniYield Quality Fund, Inc. (MQY)
   BlackRock MuniHoldings Quality Fund II, Inc. (MUE)
   BlackRock MuniVest Fund, Inc. (MVF)
   BlackRock MuniYield Quality Fund III, Inc. (MYI)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

-------------------------------------
Date of                   11-19-2015
Offering Commencement:
------------------------  -----------
Security Type:            BND/MUNI
-------------------------------------
-------------------------------------------------------------------------------
Issuer                       The Illinois State Toll Highway Authority-Toll
                             highway senior revenue bonds, 2015-B
---------------------------  --------------------------------------------------
Selling Underwriter          SAMUEL A. RAMIREZ & CO., INC
---------------------------  --------------------------------------------------
Affiliated Underwriter(s)    [X]  PNC Capital Markets LLC
                             [_]  Other:
---------------------------  --------------------------------------------------
List of Underwriter(s)       Barclays Capital Inc, Ramirez & Co., Inc., J.P.
                             Morgan Securities LLC, Goldman, Sachs & Co,
                             Fifth Third Securities, Inc., Oppenheimer & Co.,
                             Piper Jaffray & Co., PNC Capital Markets LLC,
                             Stifel, Nicolaus & Company, Inc.
-------------------------------------------------------------------------------

TRANSACTION DETAILS

-------------------------------
Date of Purchase    11-19-2015
-------------------------------
-------------------------------------------------------------------------------
Purchase Price/Share      $112.243
(PER SHARE / % OF PAR)       (3.54)
                          $111.795
                             (3.59)
                          $111.260
                             (3.65) Total Commission, Spread or Profit   0.2898
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Aggregate Principal Amount Purchased (a+b)                       $42,000,000
------------------------------------------------------------------  -----------

                                  Page 1 of 2

<PAGE>

Rule 10f-3 Report - Definitions                            [LOGO OF BLACKROCK]

-------------------------------------------------------------------------------
    a. US Registered Funds (Appendix attached with individual
       Fund/Client purchase)                                       $ 40,000,000
-----------------------------------------------------------------  ------------
    b. Other BlackRock Clients                                     $  2,000,000
-----------------------------------------------------------------  ------------
2. Aggregate Principal Amount of Offering                          $400,000,000
-----------------------------------------------------------------  ------------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                   0.1050
-------------------------------------------------------------------------------

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: 11-24-2015
               ---------------------------------------------
               Global Syndicate Team Member

Approved by:   Steven DeLaura                                 Date: 11-24-2015
               ---------------------------------------------
               Global Syndicate Team Member

<PAGE>

Rule 10f-3 Report - Definitions                            [LOGO OF BLACKROCK]

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                            [LOGO OF BLACKROCK]

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                            [LOGO OF BLACKROCK]

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>8
<FILENAME>77o36.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 Pennsylvania Municipal Bond Fund of BlackRock Multi-State Municip
   (BR-PAMUNI)
   BlackRock Municipal Income Quality Trust (BYM)
   BlackRock MuniYield Pennsylvania Quality Fund, Inc. (MPA)
   BlackRock MuniYield Quality Fund II, Inc. (MQT)
   BlackRock MuniVest Fund, Inc. (MVF)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

-------------------------------------
Date of                   11-05-2015
Offering Commencement:
------------------------  -----------
Security Type:            BND/MUNI
-------------------------------------
-------------------------------------------------------------------------------
Issuer                       The Pennsylvania Housing Finance Agency Single
                             Family Mortgage Revenue Bonds Series 2015-118-B
---------------------------  --------------------------------------------------
Selling Underwriter          RBC Capital markets
---------------------------  --------------------------------------------------
Affiliated Underwriter(s)    [X]  PNC Capital Markets LLC
                             [_]  Other:
---------------------------  --------------------------------------------------
List of Underwriter(s)       RBC Capital Markets, Wells Fargo Securities, LLC,
                             Barclays Capital Inc., Merrill Lynch, Pierce,
                             Fenner & Smith Incorporated, George K. Baum &
                             Company, Janney Montgomery Scott, J.P. Morgan
                             Securities LLC, Loop Capital Markets, Morgan
                             Stanley & Co. LLC, Piper Jaffray & Co., PNC
                             Capital Markets LLC, Quoin Capital LLC
-------------------------------------------------------------------------------

TRANSACTION DETAILS

-------------------------------
Date of Purchase    11-05-2015
-------------------------------
-------------------------------------------------------------------------------
Purchase Price/Share
(PER SHARE / % OF PAR)    $100 Total Commission, Spread or Profit         0.694
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Aggregate Principal Amount Purchased (a+b)                      $ 11,000,000
-----------------------------------------------------------------  ------------
    a. US Registered Funds (Appendix attached with individual
       Fund/Client purchase)                                       $11,000,000
-----------------------------------------------------------------  ------------
    b. Other BlackRock Clients                                             N/A
-----------------------------------------------------------------  ------------
2. Aggregate Principal Amount of Offering                          $90,000,000
-----------------------------------------------------------------  ------------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                 0.12222
-------------------------------------------------------------------------------

                                  Page 1 of 2

<PAGE>

Rule 10f-3 Report - Definitions                            [LOGO OF BLACKROCK]

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: 12-18-2015
               ---------------------------------------------
               Global Syndicate Team Member

Approved by:   Betsy Mathews, Steven Delaura                  Date: 12-18-2015
               ---------------------------------------------
               Global Syndicate Team Member

<PAGE>

Rule 10f-3 Report - Definitions                            [LOGO OF BLACKROCK]

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                            [LOGO OF BLACKROCK]

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                            [LOGO OF BLACKROCK]

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-99.77B ACCT LTTR
<SEQUENCE>9
<FILENAME>m677b.txt
<TEXT>
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS AND BOARDS OF TRUSTEES OF BLACKROCK MUNICIPAL BOND TRUST,
BLACKROCK MUNICIPAL INCOME INVESTMENT QUALITY TRUST, BLACKROCK MUNICIPAL INCOME
QUALITY TRUST, BLACKROCK MUNICIPAL INCOME TRUST II, AND BLACKROCK MUNIHOLDINGS
INVESTMENT QUALITY FUND, AND TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
BLACKROCK MUNIVEST FUND, INC.:

In planning and performing our audits of the financial statements of BlackRock
Municipal Bond Trust, BlackRock Municipal Income Investment Quality Trust,
BlackRock Municipal Income Quality Trust, BlackRock Municipal Income Trust II,
BlackRock MuniHoldings Investment Quality Fund, and BlackRock MuniVest Fund,
Inc. (collectively, the "Trusts"), as of and for the year ended August 31,
2016, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered the Trusts' 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 Trusts' internal control over financial reporting. Accordingly, we express
no such opinion.

The management of the Trusts 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 trust'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 trust'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 trust; (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 trust
are being made only in accordance with authorizations of management and
directors/trustees of the trust; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of a trust'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
trusts' annual or interim financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Trusts' 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 Trusts' internal control over financial reporting and its operation,
including controls for safeguarding securities that we consider to be a
material weakness, as defined above, as of August 31, 2016.

This report is intended solely for the information and use of management and
the Boards of Trustees of BlackRock Municipal Bond Trust, BlackRock Municipal
Income Investment Quality Trust, BlackRock Municipal Income Quality Trust,
BlackRock Municipal Income Trust II, and BlackRock MuniHoldings Investment
Quality Fund, the management and Board of Directors of BlackRock MuniVest Fund,
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
October 25, 2016
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
