Securities Exchange Act of 1934
Section 16(a)

November 4, 2008

Your letter dated October 31, 2008 requests the views of the Divisions of Corporation Finance and Investment Management as to the application of Section 30(h) of the Investment Company Act of 1940 ("Investment Company Act") to the extent that it would apply the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act") to Liquidity Providers that become more than 10 percent beneficial owners of LEARS solely as a result of purchases under Liquidity Agreements ("Ten Percent Owner Liquidity Providers"). Capitalized terms have the same meaning set forth in your letter.

You represent that LEARS to be issued by the Funds will have a dividend period of seven days. A dividend payment will be made at the end of each period, and the dividend rate for the next succeeding period will be set in a remarketing process that will be the primary means by which LEARS may be bought or sold. After providing a preliminary notice of the likely dividend rate, Remarketing Agents will solicit existing holders and potential buyers for indications of interest, matching buyers with sellers at the lowest possible dividend rate for which all shares to be sold can be matched with potential buyers. The dividend rate set at each remarketing date will become effective on that date for all shares of a series of LEARS, including those not participating in the remarketing. In a remarketing, LEARS will be sold only at a price equal to their liquidation preference plus accumulated but unpaid dividends.

The Liquidity Agreement will obligate:

• The Liquidity Provider to purchase, at a price equal to liquidation preference plus accumulated but unpaid dividends, all LEARS subject to sell orders for which buyers were not found in a Non-Clearing Remarketing. The Liquidity Provider must provide this Liquidity Right every dividend period, thereby providing continuing liquidity to LEARS investors;

• The Liquidity Provider to submit the full number of LEARS it owns for sale in each subsequent remarketing at a price equal to liquidation preference plus accumulated but unpaid dividends; and

• The Fund to repurchase, at liquidation preference plus accumulated but unpaid dividends, the LEARS purchased by the Liquidity Provider pursuant to the Liquidity Agreement that were continuously held by the Liquidity Provider for a period of not less than six months, on a first-in, first-out basis, with the Liquidity Provider being required to sell any such LEARs to the Fund within a predetermined time period after the end of such holding period.

Section 30(h) of the Investment Company Act provides that:

Every person who is directly or indirectly the beneficial owner of more than 10 percentum of any class of outstanding securities (other than short-term paper) of which a registered closed-end company is the issuer or who is an officer, director, member of an advisory board, investment adviser, or affiliated person of an investment adviser of such a company shall in respect of his transactions in any securities of such company (other than short-term paper) be subject to the same duties and liabilities as those imposed by section 16 of the Securities Exchange Act of 1934 upon certain beneficial owners, directors, and officers in respect of their transactions in certain equity securities.

Section 16 of the Exchange Act was designed to prevent the unfair use of inside information by corporate insiders for their own investment purposes. Section 16(a) requires each officer, director and beneficial owner of greater than ten percent of any class of equity security registered pursuant to Section 12 of the Exchange Act to file a statement with the Commission disclosing the number of shares of all equity securities beneficially owned, as well as reports regarding changes in that ownership.

You represent that because Liquidity Providers will be contractually obligated to engage in the specified transactions at times that are established in advance by the Liquidity Agreement and at prices equal to liquidation preference plus accumulated but unpaid dividends, these transactions will not provide a Ten Percent Owner Liquidity Provider the opportunity to engage in the speculative abuse that Section 16 and Section 30(h) were designed to deter. You further represent that the liquidity to be provided by Liquidity Providers serves the same policy goal to promote liquidity for an otherwise illiquid market that was recognized by Congress in enacting Section 16(d) of the Exchange Act. Consequently, you represent that requiring Section 16(a) reporting would impose an unnecessary burden on Ten Percent Owner Liquidity Providers.

Based on the facts and representations in your letter, the Division of Corporation Finance and the Division of Investment Management will not recommend enforcement action to the Commission with respect to Section 30(h) of the Investment Company Act to the extent that it would apply Exchange Act Section 16(a) reporting requirements to Ten Percent Owner Liquidity Providers with respect to the following transactions pursuant to Liquidity Agreements, at prices equal to liquidation preference plus accumulated but unpaid dividends:

• Purchases of LEARS in Non-Clearing Remarketings;

• Sales of LEARS in subsequent remarketings; and

• Sales to the issuer Fund of LEARS that have been continuously held by a Ten Percent Owner Liquidity Provider for at least six months.

This position is based on the facts described and the representations made in your letter. Any different facts or circumstances may require a different conclusion. This response expresses the Divisions' position on enforcement action only and does not express any legal conclusion on the question presented.

Sincerely,

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/blackrock110408-sec16.htm