LIBOR (London InterBank Offered Rate), (ii) the prime rate offered by one or more U.S. banks or (iii) the certificate of deposit rate. The Funds consider these investments to be investments in debt securities for purposes of their investment policies.
The Funds earn and/or pay facility and other fees on floating rate loans. Other fees earned/paid include commitment, amendment, consent, commissions and prepayment penalty fees. Facility, amendment and consent fees are typically amortized as premium and/or accreted as discount over the term of the loan. Commitment, commission and various other fees are recorded as income. Prepayment penalty fees are recorded on the accrual basis. When a Fund buys a floating rate loan it may receive a facility fee and when it sells a floating rate loan it may pay a facility fee. On an ongoing basis, the Funds may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a floating rate loan. In certain circumstances, the Funds may receive a prepayment penalty fee upon the prepayment of a floating rate loan by a borrower. Other fees received by the Funds may include covenant waiver fees and covenant modification fees.
The Funds may invest in multiple series or tranches of a loan. A different series or tranche may have varying terms and carry different associated risks.
Floating rate loans are usually freely callable at the issuer’s option. The Funds may invest in such loans in the form of participations in loans (“Participations”) and assignments of all or a portion of loans from third parties. Participations typically will result in the Funds having a contractual relationship only with the lender, not with the borrower. Each Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the Participation and only upon receipt by the lender of the payments from the borrower.
In connection with purchasing Participations, the Funds generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loans, nor any rights of offset against the borrower, and the Funds may not benefit directly from any collateral supporting the loan in which it has purchased the Participation. As a result, the Funds will assume the credit risk of both the borrower and the lender that is selling the Participation. The Funds’ investments in loan participation interests involve the risk of insolvency of the financial intermediaries who are parties to the transactions. In the event of the insolvency of the lender selling the Participation, the Funds may be treated as general creditors of the lender and may not benefit from any offset between the lender and the borrower.
Each Fund reports foreign currency related transactions as components of realized gains for financial reporting purposes, whereas such components are treated as ordinary income for federal income tax purposes.
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Notes to Financial Statements (continued) |
The Funds file U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Funds’ tax returns remains open for the years ended May 31, 2005 through May 31, 2007. The statutes of limitations on the Funds’ state and local tax returns may remain open for an additional year depending upon the jurisdiction.
Recent Accounting Pronouncement: In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“FAS 161”), was issued. FAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The impact on the Funds’ financial statement disclosures, if any, is currently being assessed.
Deferred Compensation and BlackRock Closed-End Share Equivalent Investment Plan: Under the deferred compensation plan approved by each Fund’s Board, non-interested Directors (“Independent Directors”) defer a portion of their annual complex-wide compensation. Deferred amounts earn an approximate return as though equivalent dollar amounts have been invested in common shares of other certain BlackRock Closed-End Funds selected by the Independent Directors. This has approximately the same economic effect for the Independent Directors as if the Independent Directors had invested the deferred amounts directly in other certain BlackRock Closed-End Funds.
The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of the Funds. Each Fund may, however, elect to invest in Common Shares of other certain BlackRock Closed-End Funds selected by the Independent Directors in order to match its deferred compensation obligations.
Bank Overdraft: BlackRock Corporate High Yield Fund III, Inc. recorded a bank overdraft, which resulted from estimates of available cash.
Other: Expenses directly related to each Fund are charged to that Fund. Other operating expenses shared by several funds are pro-rated among those funds on the basis of relative net assets or other appropriate methods.
2. Investment Advisory Agreement and Other Transactions with Affiliates:
Each Fund entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (the “Advisor”), an indirect, wholly owned subsidiary of BlackRock, Inc., to provide investment advisory and administration services. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a wholly owned subsidiary of Bank of America Corporation (“BAC”), and The PNC Financial Services Group, Inc. are the largest stockholders of BlackRock, Inc.
The Advisor is responsible for the management of each Fund’s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of each Fund. For such services, BlackRock Corporate High Yield, Inc. and BlackRock Corporate High Yield III, Inc. pay the Advisor a monthly fee at an annual rate of 0.50% and 0.60%, respectively, of the average daily value of each Fund’s net assets, plus the proceeds of any outstanding borrowings used for leverage.
The Advisor has entered into a separate sub-advisory agreement with BlackRock Financial Management, Inc. (“BFM”), an affiliate of the Advisor, under which the Advisor pays BFM, for services it provides, a monthly fee that is a percentage of the investment advisory fee paid by the Funds to the Advisor.
For the six months ended November 30, 2008, the Funds reimbursed the Advisor for certain accounting services, which are included in accounting services in the Statements of Operations. The reimbursements were as follows:
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| | Reimbursement to Advisor | |
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BlackRock Corporate High Yield Fund, Inc. | | $ | 2,041 | | |
BlackRock Corporate High Yield Fund III, Inc. | | $ | 2,295 | | |
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Pursuant to the terms of the custody agreement, custodian fees may be reduced by amounts calculated on uninvested cash balances (“custody credits”), which are shown on the Statement of Operations as fees paid indirectly.
Certain officers and/or directors of the Funds are officers and/or directors of BlackRock, Inc. or its affiliates. The Funds reimburse the Advisor for compensation paid to the Funds’ Chief Compliance Officer.
3. Investments:
Purchases and sales (including paydowns) of investments, excluding short-term securities, for the six months ended November 30, 2008 were as follows:
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| | BlackRock Corporate High Yield Fund, Inc. | | BlackRock Corporate High Yield Fund III, Inc. | |
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Total Purchases | | $ | 71,500,242 | | $ | 73,359,259 | |
Total Sales | | $ | 80,223,624 | | $ | 82,707,298 | |
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30 | SEMI-ANNUAL REPORT | NOVEMBER 30, 2008 |
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Notes to Financial Statements (concluded) |
4. Capital Share Transactions:
Each Fund is authorized to issue 200,000,000 shares, all of which were initially classified as Common Shares. The Board is authorized, however, to classify and reclassify any unissued shares without approval of the holders of Common Shares.
Shares issued and outstanding for the Funds during the six months ended November 30, 2008 and the year ended May 31, 2008 remained constant.
5. Commitments:
BlackRock Corporate High Yield Fund III, Inc. may invest in floating rate loans. In connection with these investments, the Fund may, with its Advisor, also enter into unfunded corporate loans (“commitments”). Commitments may obligate the Fund to furnish temporary financing to a borrower until permanent financing can be arranged. As of November 30, 2008, the Fund had the following unfunded loan commitment:
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Borrower | | Unfunded Commitment (000) | | Value of Underlying Loan | |
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Community Health Systems, Inc. | | | 158 | | $ | 123,910 | |
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6. Short-Term Borrowings:
On May 16, 2008, the Funds renewed their revolving credit and security agreements pursuant to a commercial paper asset securitization program with Citicorp North America, Inc. (“Citicorp”), as Agent, certain secondary backstop lenders and certain asset securitization conduits, as lenders (the “Lenders”). The agreement was renewed for one year and at the time of renewal had maximum limits of $135,000,000 for BlackRock Corporate High Yield, Inc. and $143,000,000 for BlackRock Corporate High Yield III, Inc.
Under the Citicorp program, the conduits will fund advances to each Fund through the issuance of highly rated commercial paper. Each Fund has granted a security interest in substantially all of its assets to, and in favor of, the Lenders as security for its obligations to the Lenders. The interest rate on each Fund’s borrowings is based on the interest rate carried by the commercial paper plus a program fee. In addition, each Fund pays a liquidity fee to the secondary backstop lenders and the agent. These amounts are shown on the Statements of Operations as borrowing costs.
Under the agreement, the Funds are subject to certain conditions and covenants, which include among other things limitations on asset declines over prescribed time periods. As a result of the decline in net assets attributable to market conditions, certain terms of the facility were renegotiated effective December 5, 2008, which included a reduction of the maximum limits to $81,000,000 and $85,000,000 for BlackRock Corporate High Yield Inc. and BlackRock Corporate High Yield III, Inc., respectively, waivers of certain financial covenants by the Lenders, and an increase in program and liquidity fees under the facility.
For the six months ended November 30, 2008, the daily weighted average interest rates were as follows:
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| | Daily Weighted Average Interest Rate | |
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BlackRock Corporate High Yield Fund, Inc. | | | 3.70% | |
BlackRock Corporate High Yield Fund III, Inc. | | | 3.70% | |
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7. Capital Loss Carryforward:
As of May 31, 2008, the Funds had capital loss carryforwards available to offset future realized capital gains through the indicated year of expiration:
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Expires May 31, | | BlackRock Corporate High Yield Fund, Inc. | | BlackRock Corporate High Yield Fund III, Inc. | |
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2009 | | $ | 25,513,921 | | $ | 34,200,029 | |
2010 | | | 33,478,307 | | | 52,918,036 | |
2011 | | | 77,885,783 | | | 119,513,437 | |
2012 | | | 6,647,369 | | | 1,938,881 | |
2016 | | | 454,145 | | | 363,401 | |
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Total | | $ | 143,979,525 | | $ | 208,933,784 | |
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8. Subsequent Events:
The Funds paid an ordinary income dividend in the amount of $0.061 per share for BlackRock Corporate High Yield Fund, Inc. and $0.060 per share for BlackRock Corporate High Yield Fund III, Inc. on December 18, 2008 to shareholders of record on December 15, 2008.
On January 1, 2009, BAC announced that it had completed its acquisition of Merrill Lynch, one of the largest stockholders of BlackRock, Inc.
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SEMI-ANNUAL REPORT | NOVEMBER 30, 2008 | 31 |
Richard E. Cavanagh, Chairman of the Board and Director |
Karen P. Robards, Vice Chair of the Board, |
Chair of the Audit Committee and Director |
G. Nicholas Beckwith, III, Director |
Richard S. Davis, Director |
Kent Dixon, Director |
Frank J. Fabozzi, Director |
Kathleen F. Feldstein, Director |
James T. Flynn, Director |
Henry Gabbay, Director |
Jerrold B. Harris, Director |
R. Glenn Hubbard, Director |
W. Carl Kester, Director |
Robert S. Salomon, Jr., Director |
Donald C. Burke, Fund President and Chief Executive Officer |
Anne F. Ackerley, Vice President |
Neal J. Andrews, Chief Financial Officer |
Jay M. Fife, Treasurer |
Brian P. Kindelan, Chief Compliance Officer of the Fund |
Howard B. Surloff, Secretary |
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Custodians |
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For BlackRock Corporate High Yield Fund, Inc.: |
JPMorgan Chase Bank, N.A. |
Brooklyn, NY 11245 |
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For BlackRock Corporate High Yield Fund III, Inc.: |
State Street Bank and Trust Company |
Boston, MA 02101 |
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Transfer Agent |
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Computershare Trust Company, N.A. |
Providence, RI 02940 |
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Accounting Agent |
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State Street Bank and Trust Company |
Princeton, NJ 08540 |
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Independent Registered Public Accounting Firm |
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Deloitte & Touche LLP |
Princeton, NJ 08540 |
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Legal Counsel |
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Skadden, Arps, Slate, Meagher & Flom LLP |
New York, NY 10036 |
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Effective January 1, 2009, Robert S. Salomon, Jr. retired as Director of the Funds. The Board of Directors wishes Mr. Salomon well in his retirement. |
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32 | SEMI-ANNUAL REPORT | NOVEMBER 30, 2008 |
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Proxy Results (Unaudited) |
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The Annual Meeting of Shareholders was held on September 12, 2008 for shareholders of record on July 14, 2008, to elect director nominees of each Fund:
Approved the Directors as follows:
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| | G. Nicholas Beckwith, III | | Kent Dixon | | R. Glenn Hubbard | |
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| | Votes For | | Votes Withheld | | Votes For | | Votes Withheld | | Votes For | | Votes Withheld | |
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BlackRock Corporate High Yield Fund, Inc. | | | 25,176,064 | | | 1,034,943 | | | 25,170,436 | | | 1,040,571 | | | 25,179,034 | | | 1,031,973 | |
BlackRock Corporate High Yield Fund III, Inc. | | | 27,759,950 | | | 927,747 | | | 27,756,182 | | | 931,515 | | | 27,763,434 | | | 924,263 | |
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| | W. Carl Kester | | | Robert S. Salomon, Jr. | | Richard S. Davis | |
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| | Votes For | | Votes Withheld | | Votes For | | Votes Withheld | | Votes For | | Votes Withheld | |
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BlackRock Corporate High Yield Fund, Inc. | | | 25,183,806 | | | 1,027,201 | | | 25,188,757 | | | 1,022,250 | | | 25,183,903 | | | 1,027,104 | |
BlackRock Corporate High Yield Fund III, Inc. | | | 27,771,495 | | | 916,202 | | | 27,753,544 | | | 934,153 | | | 27,769,750 | | | 917,947 | |
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| | Frank J. Fabozzi | | James T. Flynn | | Karen P. Robards | |
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| | Votes For | | Votes Withheld | | Votes For | | Votes Withheld | | Votes For | | Votes Withheld | |
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BlackRock Corporate High Yield Fund, Inc. | | | 25,165,404 | | | 1,045,603 | | | 25,190,554 | | | 1,020,453 | | | 25,200,250 | | | 1,010,757 | |
BlackRock Corporate High Yield Fund III, Inc. | | | 27,765,695 | | | 922,002 | | | 27,758,063 | | | 929,634 | | | 27,767,580 | | | 920,117 | |
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| | Richard E. Cavanagh | | Kathleen F. Feldstein | | Henry Gabbay | |
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| | Votes For | | Votes Withheld | | Votes For | | Votes Withheld | | Votes For | | Votes Withheld | |
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BlackRock Corporate High Yield Fund, Inc. | | | 25,176,552 | | | 1,034,455 | | | 25,193,151 | | | 1,017,856 | | | 25,177,130 | | | 1,033,877 | |
BlackRock Corporate High Yield Fund III, Inc. | | | 27,767,347 | | | 920,350 | | | 27,766,652 | | | 921,045 | | | 27,772,062 | | | 915,635 | |
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| | Jerrold B. Harris | | | | | | | | | | | | | |
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BlackRock Corporate High Yield Fund, Inc. | | | 25,180,000 | | | 1,031,007 | | | | | | | | | | | | | |
BlackRock Corporate High Yield Fund III, Inc. | | | 27,771,697 | | | 916,000 | | | | | | | | | | | | | |
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Availability of Quarterly Schedule of Investments |
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The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The Funds’ Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.
Electronic copies of most financial reports are available on the Funds’ websites or shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual reports by enrolling in the Funds’ electronic delivery program.
Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages:
Please contact your financial advisor to enroll. Please note that not all investment advisors, banks or brokerages may offer this service.
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SEMI-ANNUAL REPORT | NOVEMBER 30, 2008 | 33 |
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Additional Information (concluded) |
The Funds do not make available copies of their Statements of Additional Information because the Funds’ shares are not continuously offered, which means that the Statements of Additional Information of the Funds have not been updated after completion of the Funds’ offering and the information contained in the Funds’ Statements of Additional Information may have become outdated.
During the period, there were no material changes in the Funds’ investment objectives or policies or to the Funds’ charters or by-laws that were not approved by the shareholders or in the principal risk factors associated with investment in the Funds. There have been no changes in the persons who are primarily responsible for the day-to-day management of the Funds’ portfolios.
The Funds will mail only one copy of shareholder documents, including annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and it is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact the Funds at (800) 441-7762.
Quarterly performance, semi-annual and annual reports and other information regarding the Funds may be found on BlackRock’s website, which can be accessed at http://www.blackrock.com. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website into this report.
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BlackRock Privacy Principles |
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BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
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34 | SEMI-ANNUAL REPORT | NOVEMBER 30, 2008 |
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This report is transmitted to shareholders only. It is not a prospectus. The Funds have leveraged their Common Shares, which creates risk for Common Shareholders, including the likelihood of greater volatility of net asset value and market price of Common Shares, and the risk that fluctuations in short-term interest rates may reduce the Common Shares’ yield. Past performance results shown in these reports should not be considered a representation of future performance. Statements and other information herein are as dated and are subject to change.
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free (800) 441-7762; (2) at www.blackrock.com; and (3) on the Securities and Exchange Commission’s website at http://www.sec.gov. Information about how each Fund voted proxies relating to securities held in each Fund’s portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at www.blackrock.com or by calling (800) 441-7762 and (2) on the Securities and Exchange Commission’s website at http://www.sec.gov.
BlackRock Corporate High Yield Fund, Inc.
BlackRock Corporate High Yield Fund III, Inc.
100 Bellevue Parkway
Wilmington, DE 19809
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#COY13-11/08
Item 2 – | Code of Ethics – Not Applicable to this semi-annual report |
Item 3 – | Audit Committee Financial Expert – Not Applicable to this semi-annual report |
Item 4 – | Principal Accountant Fees and Services – Not Applicable to this semi-annual report |
Item 5 – | Audit Committee of Listed Registrants – Not Applicable to this semi-annual report |
Item 6 – | Investments |
| (a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form. |
| (b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing. |
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Item 7 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable to this semi-annual report |
Item 8 – | Portfolio Managers of Closed-End Management Investment Companies – as of November 30, 2008 |
| (a) Not Applicable |
| (b) Effective November 18, 2008, Mr. Jeff Gary, a portfolio manager of the Fund identified in response to paragraph (a) of this item in the Fund’s most recent annual report, has resigned from the Adviser. Messrs. Kevin Booth and James Keenan, portfolio managers also identified in the Fund’s most recent annual report, remain responsible for the day-to-day management of the Fund’s portfolio and the selection of its investments. |
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Item 9 – | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable |
Item 10 – | Submission of Matters to a Vote of Security Holders – The registrant’s Nominating and Governance Committee will consider nominees to the board of directors recommended by shareholders when a vacancy becomes available. Shareholders who wish to recommend a nominee should send nominations that include biographical information and set forth the qualifications of the proposed nominee to the registrant’s Secretary. There have been no material changes to these procedures. |
Item 11 – | Controls and Procedures |
11(a) – | The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13(a)-15(b) under the Securities Exchange Act of 1934, as amended. |
11(b) – | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12 – | Exhibits attached hereto |
12(a)(1) – | Code of Ethics – Not Applicable to this semi-annual report |
12(a)(2) – | Certifications – Attached hereto |
12(a)(3) – | Not Applicable |
12(b) – | Certifications – Attached hereto |
| Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
| BlackRock Corporate High Yield Fund III, Inc. |
| By: | /s/ Donald C. Burke | |
| | Donald C. Burke |
| | Chief Executive Officer of |
| | BlackRock Corporate High Yield Fund III, Inc. |
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| Date: January 20, 2009 |
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| Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. |
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| By: | /s/ Donald C. Burke | |
| | Donald C. Burke |
| | Chief Executive Officer (principal executive officer) of |
| | BlackRock Corporate High Yield Fund III, Inc. |
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| Date: January 20, 2009 |
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| By: | /s/ Neal J. Andrews | |
| | Neal J. Andrews |
| | Chief Financial Officer (principal financial officer) of |
| | BlackRock Corporate High Yield Fund III, Inc. |
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| Date: January 20, 2009 |