Fitch Affirms L-T and Withdraws S-T Ratings on VRDP Shares of 5 BlackRock Muni Closed-End Funds

Fitch Ratings has affirmed the 'AAA' long-term ratings and withdrawn the 'F1' short-term ratings assigned to Variable Rate Demand Preferred Shares (VRDP Shares) issued by five municipal closed-end funds managed by BlackRock Advisors, LLC (the Funds) and listed below.

BlackRock MuniHoldings New Jersey Quality Fund, Inc. (NYSE:MUJ)

--VRDP Shares, $172,700,000 of Series W-7, due July 2041, with a liquidation preference of $100,000 per share, long-term rating affirmed at 'AAA', short-term rating withdrawn.

BlackRock MuniHoldings New York Quality Fund, Inc. (NYSE:MHN)

--VRDP Shares, $243,600,000 of Series W-7, due July 2041, with a liquidation preference of $100,000 per share, long-term rating affirmed at 'AAA', short-term rating withdrawn.

BlackRock MuniYield New Jersey Quality Fund, Inc. (NYSE:MJI)

--VRDP Shares, $64,400,000 of Series W-7, due July 2041, with a liquidation preference of $100,000 per share, long-term rating affirmed at 'AAA', short-term rating withdrawn.

BlackRock MuniHoldings Investment Quality Fund (NYSE:MFL)

--VRDP Shares, $274,600,000 of Series W-7, due July 2041, with a liquidation preference of $100,000 per share, long-term rating affirmed at 'AAA', short-term rating withdrawn.

BlackRock MuniYield Fund, Inc. (NYSE:MYD)

--VRDP Shares, $251,400,000 of Series W-7, due July 2041, with a liquidation preference of $100,000 per share, long-term rating affirmed at 'AAA', short-term rating withdrawn.

Fitch is withdrawing the short-term ratings following the April 17, 2014 commencement of the Special Rate Period on the VRDP Shares issued by the five Funds, which will be in effect for approximately three years. During this time, Bank of America, N.A. will remain the liquidity provider. However, during the Special Rate Period the VRDP Shares will not be subject to optional or mandatory tender events and will not be remarketed by a remarketing agent pursuant to such events. The rating is withdrawn because it is no longer considered analytically meaningful.

KEY RATING DRIVERS

The 'AAA' long-term ratings primarily reflect:

--Sufficient asset coverage provided to the VRDP Shares as calculated per the Funds' over-collateralization (OC) tests;

--The structural protections afforded by mandatory de-leveraging provisions in the event of asset coverage declines;

--The legal and regulatory parameters that govern the Funds' operations;

--The capabilities of BlackRock as investment advisor.

FUTURE REMARKETINGS

At the conclusion of the Special Rate Period on April 19, 2017, holder(s) of VRDP Shares and the Funds may mutually elect to extend the Special Rate Period. If the Special Rate Period is, however, not extended, the VRDP Shares will revert to remarketable securities available for purchase by qualified third party investors. At that point, the VRDP Shares are expected to benefit from an unconditional and irrevocable purchase obligation by a liquidity provider upon optional or mandatory tender events, similar to other Fitch-rated VRDP Shares issued by Blackrock closed-end funds.

If the Special Rate Period is not extended, Fitch would expect to assign a short-term rating to the VRDP Shares based on the rating of the liquidity provider, which prior to the commencement of the Special Rate Period was Bank of America, N.A. ('A/F1', Outlook Stable). However, any designated liquidity provider or its rating may be subject to change in the future, which could result in a change to Fitch's short-term rating on the VRDP Shares.

ASSET COVERAGE

The Funds' asset coverage ratios for the above noted VRDP Shares, as calculated in accordance with the Investment Company Act of 1940, were in excess of the minimum asset coverage threshold of 225% currently set by the terms of the VRDP Shares.

The Funds' governing documents also require the Funds to maintain Effective Leverage Ratios (the calculation of which includes both preferred shares and floating-rate certificates of tender option bonds) below 45% (or 46% if the increase in the ratio is due exclusively to asset market value volatility). The Effective Leverage Ratios of the five Funds are currently below 45%.

In the event of asset coverage declines, the Funds' governing documents will require the funds to reduce leverage in order to restore compliance with the asset coverage test breaching the required threshold.

STRUCTURAL PROTECTIONS

Compliance with the asset coverage and effective leverage ratio requirements are tested daily. Failure to cure an asset coverage breach by the Asset Coverage Cure Date results in an Asset Coverage Mandatory Redemption. Failure to cure an Effective Leverage Ratio breach by the Effective Leverage Ratio Cure Date is a breach by the Fund of a covenant with the Liquidity Provider.

In the event of an asset coverage breach, subsequent to the Asset Coverage Cure Date each fund shall deposit sufficient funds with the Tender and Paying Agent for the redemption of a sufficient number of VRDP Shares to restore asset coverage compliance. The exposure period to market risk for the VRDP Shares in the event of a mandatory redemption due to an asset coverage breach is 45 business days, consistent with Fitch's 60-business day criteria guideline.

In the event of an effective leverage ratio breach, the Liquidity Provider may institute actions to require the fund to remedy such breach pursuant to the covenant with the liquidity provider.

STRESS TESTS

Fitch performed various stress tests on the Funds to assess the strength of the structural protections available to the VRDP Shares compared to the stresses outlined in Fitch's closed-end fund rating criteria. These tests included determining various 'worst case' scenarios where the Funds' leverage and portfolio composition migrated to the outer limits of the Funds' operating and investment guidelines.

Only under remote circumstances, such as increasing the Funds' issuer concentration, while simultaneously migrating the portfolios to a mix of 80% long-term 'BBB' bonds and 20% high yield bonds, did the asset coverage available to the VRDP Shares fall below the 'AAA' threshold, and instead passed at an 'AA' rating level.

Given the highly unlikely nature of the stress scenarios, and the minimal rating impact, Fitch views the Funds' permitted investments, municipal issuer diversification framework and mandatory deleveraging mechanisms as consistent with an 'AAA' rating.

THE FUNDS

The Funds are closed-end management investment companies regulated by the Investment Company Act of 1940.

BlackRock Advisors, LLC, a subsidiary of BlackRock, Inc., is the advisor to the Funds, responsible for the overall investment strategies and their implementation. BlackRock, Inc. and its affiliates had approximately $4.3 trillion of assets under management as of Dec. 31, 2013.

RATINGS SENSITIVITY

The ratings assigned to the VRDP Shares may be sensitive to material changes in the leverage composition, portfolio credit quality or market risk of the Funds, as described above. A material adverse deviation from Fitch guidelines for any key rating driver could cause ratings to be lowered by Fitch.

The Funds have the ability to assume economic leverage through derivative transactions which may not be captured by the Funds' Minimum Asset Coverage test or Effective Leverage Ratio. The Funds do not currently engage in speculative derivative activities and Fitch's analysis assumes the Funds do not envision engaging in material amounts of such activity in the future. Any material derivative exposures in the future could have potential negative rating implications if it adversely affects asset coverage available to rated VRDP Shares.

For additional information about Fitch rating guidelines applicable to debt and preferred stock issued by closed-end fund, please review the criteria referenced below, which can be found on Fitch's web site at 'www.fitchratings.com'.

Opt-in to receive Fitch's forthcoming research on closed-end funds:

http://pages.fitchemail.fitchratings.com/FAMCEFBlankOptin/

Additional information is available at 'www.fitchratings.com'.

The sources of information used to assess this rating were the public domain and BlackRock Advisors, LLC.

Applicable Criteria and Related Research:

--'Rating Closed-End Fund Debt and Preferred Stock' (Aug. 14, 2013);

--'2014 Outlook: Closed-End Funds' (Dec. 13, 2013).

Applicable Criteria and Related Research:

2014 Outlook: Closed-End Funds (Structural Protections Support Rating Stability)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=726592

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=827255

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