I.
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General Identifying Information
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1.
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Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
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[X]
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Merger
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[ ]
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Liquidation
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[ ]
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Abandonment of Registration
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[ ]
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Election of status as a Business Development Company
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2.
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Name of fund: BlackRock Equity Dividend Trust (the "Fund")
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3.
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Securities and Exchange Commission File No.: 811-21443
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4.
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Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
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[X]
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Initial Application [ ] Amendment
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5.
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Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
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100 Bellevue Parkway
Wilmington, Delaware 19809
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6.
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Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
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Thomas A. DeCapo, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-4814
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7.
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Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
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BlackRock Advisors, LLC
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100 Bellevue Parkway
Wilmington, Delaware 19809
(888) 825-2257
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8.
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Classification of fund (check only one):
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[X]
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Management company;
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[ ]
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Unit investment trust; or
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[ ]
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Face-amount certificate company.
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9.
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Subclassification if the fund is a management company (check only one):
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[ ]
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Open-end [X] Closed-end
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10.
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State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
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Delaware
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11.
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Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund's contracts with those advisers have been terminated:
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BlackRock Advisors, LLC
100 Bellevue Parkway
Wilmington, Delaware 19809
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BlackRock Financial Management, Inc.
40 East 52nd Street
New York, New York 10022
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12.
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Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund's contracts with those underwriters have been terminated:
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The Fund has not made a public offering of its securities during the last five years and does not propose to make a public offering or engage in business of any kind.
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13.
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If the fund is a unit investment trust ("UIT") provide:
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(a)
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Depositor's name(s) and address(es): Not applicable.
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(b)
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Trustee's name(s) and address(es): Not applicable.
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14.
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Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?
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[ ]
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Yes [X] No
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If Yes, for each UIT state:
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Name(s):
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File No.:
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Business Address:
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15.
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(a)
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Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
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[X] Yes [ ] No
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If Yes, state the date on which the board vote took place: September 9, 2011
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If No, explain:
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(b)
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Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
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[X] Yes [ ] No
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If Yes, state the date on which the shareholder vote took place: January 26, 2012
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If No, explain:
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II.
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Distributions to Shareholders
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16.
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Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
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[X] Yes [ ] No
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(a)
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If Yes, list the date(s) on which the fund made those distributions:
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February 27, 2012
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(b)
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Were the distributions made on the basis of net assets?
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[X] Yes [ ] No
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(c)
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Were the distributions made pro rata based on share ownership?
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[X] Yes [ ] No
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(d)
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If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:
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(e)
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Liquidations only: Not applicable.
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Were any distributions to shareholders made in kind?
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[ ] Yes [ ] No
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If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:
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17.
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Closed-end funds only:
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Has the fund issued senior securities?
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[ ] Yes [X] No
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If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:
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18.
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Has the fund distributed all of its assets to the fund's shareholders?
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[X] Yes [ ] No
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If No,
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(a)
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How many shareholders does the fund have as of the date this form is filed?
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(b)
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Describe the relationship of each remaining shareholder to the fund:
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19.
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Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
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[ ] Yes [X] No
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If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:
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III.
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Assets and Liabilities
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20.
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Does the fund have any assets as of the date this form is filed?
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[ ] Yes [X] No
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If Yes,
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(a)
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Describe the type and amount of each asset retained by the fund as of the date this form is filed:
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(b)
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Why has the fund retained the remaining assets?
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(c)
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Will the remaining assets be invested in securities?
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[ ] Yes [ ] No
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21.
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Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?
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[ ] Yes [X] No
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If Yes,
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(a)
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Describe the type and amount of each debt or other liability:
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(b)
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How does the fund intend to pay these outstanding debts or other liabilities?
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IV.
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Information About Event(s) Leading to Request For Deregistration
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22.
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(a)
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List the expenses incurred in connection with the Merger or Liquidation:
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(i)
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Legal expenses: approximately $83,333.33
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(ii)
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Accounting expenses: None
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(iii)
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Other expenses (list and identify separately):
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(a)
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Printing of N-14:
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approximately $18,584.01
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(b)
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Audit Fees:
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approximately $10,533.33
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(c)
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Transfer Agent Fees:
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approximately $12,000.00
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(d)
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NYSE Listing Fees:
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approximately $126,016.38
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(e)
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SEC Fees:
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approximately $40,148.70
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(f)
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Mailing and Solicitation:
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approximately $213,142.69
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(g)
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Press Releases:
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approximately $2,284.33
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(iv)
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Total expenses (sum of lines (i)-(iii) above): $506,042.77
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(b)
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How were those expenses allocated? The expenses were allocated to the Fund.
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(c)
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Who paid those expenses? BlackRock Advisors, LLC
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(d)
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How did the fund pay for unamortized expenses (if any)? N/A
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23.
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Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
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[ ] Yes [X] No
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If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed:
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V.
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Conclusion of Fund Business
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24.
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Is the fund a party to any litigation or administrative proceeding?
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[ ] Yes [X] No
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If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:
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25.
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Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
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[ ] Yes [X] No
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If Yes, describe the nature and extent of those activities:
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VI.
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Mergers Only
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26.
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(a)
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State the name of the fund surviving the Merger:
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BlackRock Enhanced Equity Dividend Trust
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(b)
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State the Investment Company Act file number of the fund surviving the merger:
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811-21784
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(c)
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If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:
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The Form of Agreement and Plan of Reorganization was filed with the Commission on Form N-14 (File No. 333-177181) on October 5, 2011. It was included as Appendix A to the Statement of Additional Information.
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(d)
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If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.
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BlackRock Equity Dividend Trust
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By:
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/s/ John M. Perlowski
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John M. Perlowski
President and Chief Executive Officer
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