LEGAL PROCEEDINGS

Saba Capital Master Fund, Ltd. v. BlackRock
Credit Allocation Income Trust et al., C.A. No.
2019-0416-MTZ (Del. Ch.), No. 297, 2019 (Del.)
On June 4, 2019, Saba Capital Master Fund, Ltd.
("Saba"), a shareholder of BlackRock Credit
Allocation Income Trust ("BTZ"), filed a purported
class action lawsuit in the Court of Chancery of the
State of Delaware against BTZ, its investment
adviser, BlackRock Advisors, LLC ("BlackRock"),
and each of the members of BTZ's board of
directors (the "Board").  On June 12, 2019, Saba
filed an amended complaint (the "Complaint").
Saba's Complaint alleges, among other things, that:
(i) Saba gave notice of its intention to nominate four
individuals to BTZ's Board; (ii) the Board notified
Saba that it missed a deadline to provide
information set forth in BTZ's bylaws, and
therefore Saba's nominees were ineligible for
election to the Board; and (iii) votes for Saba's
nominees would not be counted at the July 8, 2019
annual meeting of BTZ shareholders.  The
Complaint further argues that the deadline in the
bylaws did not apply and therefore votes for Saba's
nominees were eligible for election to the Board.  In
addition, the Complaint challenges a provision in
BTZ's declaration of trust under which the
applicable voting standard for contested director
elections is a majority vote of outstanding shares.
Based on these and other allegations, Saba's
Complaint asserts four counts against BTZ:
(1) breach of BTZ's declaration of trust for
imposing a majority vote standard in a contested
election; (2) breach of fiduciary duties to
shareholders of BTZ for adopting the majority vote
standard; (3) breach of BTZ's bylaws; and
(4) breach of fiduciary duty to shareholders of BTZ
for refusing to recognize Saba's nominees as valid.
The Complaint seeks declaratory and injunctive
relief and an award of Plaintiff's costs of the
proceedings.  The alleged class includes Saba and
"all other similarly situated holders of common
shares of . . . BTZ, their legal representatives, heirs,
successors, transferees, and assigns."  On June 9,
2019, Saba moved for a preliminary injunction
requiring defendants to count votes for Saba's
nominees at BTZ's 2019 annual meeting.  On June
27, 2019, the Delaware Court of Chancery issued a
memorandum opinion granting Saba's motion on
the ground that Defendants breached BTZ's bylaws.
On July 2, 2019, the Delaware court entered a
partial final judgment directing, among other things,
that "Saba's nominees are validly nominated for
election to the Board[] of [BTZ] at the 2019 annual
meeting," and BTZ is enjoined from applying its
bylaws to invalidate Saba's nominations, and "shall
count votes for those nominees for election to the
Board[] of [BTZ]" at the 2019 annual meeting.
BTZ has appealed the Delaware Court of
Chancery's decision to the Supreme Court of the
State of Delaware
BTZ intends to vigorously defend itself against the
Complaint.

INTERNAL CONTROL RPT

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Shareholders and Board of Trustees of BlackRock
Credit Allocation Income Trust, BlackRock Floating Rate
Income Trust, and BlackRock Multi-Sector Income Trust:

In planning and performing our audits of the financial
statements of BlackRock Credit Allocation Income Trust,
BlackRock Floating Rate Income Trust, and BlackRock Multi-
Sector Income Trust (the "Funds"), as of and for the year ended
October 31, 2019, in accordance with the standards of the
Public Company Accounting Oversight Board (United States)
(PCAOB), 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-
CEN, 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 company'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 company'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 company; (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 company are being made only in
accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use,
or disposition of a company'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 company's 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 PCAOB. However, we noted no
deficiencies in the Funds' 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 October 31, 2019.

This report is intended solely for the information and use of
management and the Board of Trustees of the Funds 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
December 20, 2019