LEGAL PROCEEDINGS

In re: BlackRock Mutual Funds Advisory
Fee Litigation, 3:14-cv-01165-FLW-TJB
(D.N.J.), 19-1557 (3d Cir.)

On May 27, 2014, Owen Clancy, Timothy
Davidson, Cindy Tarchis and Brendan
Foote, investors in the BlackRock Global
Allocation Fund, Inc. ("Global Allocation")
and the BlackRock Equity Dividend Fund
("Equity Dividend") filed a consolidated
complaint in the United States District Court
for the District of New Jersey against
BlackRock Advisors, LLC, BlackRock
Investment Management, LLC and
BlackRock International Limited
(collectively, the "Defendants") under the
caption In re BlackRock Mutual Funds
Advisory Fee Litigation. In the lawsuit, which
purports to be brought derivatively on behalf
of Global Allocation and Equity Dividend,
the plaintiffs allege that the Defendants
violated Section 36(b) of the Investment
Company Act by receiving allegedly
excessive investment advisory fees from
Global Allocation and Equity Dividend. On
June 13, 2018, the court granted in part and
denied in part the Defendants' motion for
summary judgment. On July 25, 2018, the
plaintiffs served a pleading that
supplemented the time period of their
alleged damages to run through the date of
trial. The lawsuit seeks, among other things,
to recover on behalf of Global Allocation
and Equity Dividend all allegedly excessive
advisory fees received by the Defendants
beginning twelve months preceding the start
of the lawsuit with respect to each of Global
Allocation and Equity Dividend and ending
on the date of judgment, along with
purported lost investment returns on those
amounts, plus interest. The Defendants
believe the claims in the lawsuit are without
merit. The trial on the remaining issues was
completed on August 29, 2018. On
February 8, 2019, the court issued an order
dismissing the claims in their entirety. On
March 8, 2019, the plaintiffs provided notice
that they are appealing both the February 8,
2019 post-trial order and the June 13, 2018
order partially granting Defendants' motion
for summary judgment.

INTERNAL CONTROL RPT

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Shareholders and Boards of Trustees of BlackRock
Equity Dividend Fund and BlackRock Natural Resources
Trust:

In planning and performing our audits of the financial
statements of BlackRock Equity Dividend Fund and BlackRock
Natural Resources Trust (the "Funds"), as of and for the year
ended July 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 July 31, 2019.

This report is intended solely for the information and use of
management and the Boards 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
September 23, 2019