UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-09401

Name of Fund: BlackRock Strategic Municipal Trust (BSD)

Fund Address:    100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Strategic

             Municipal Trust, 55 East 52nd Street, New York, NY 10055

Registrant’s telephone number, including area code: (800) 882-0052, Option 4

Date of fiscal year end: 04/30/2020

Date of reporting period: 04/30/2020


Item 1 – Report to Stockholders


 

LOGO   APRIL 30, 2020

 

   2020 Annual Report

 

BlackRock Investment Quality Municipal Trust, Inc. (BKN)

BlackRock Long-Term Municipal Advantage Trust (BTA)

BlackRock Municipal Income Trust (BFK)

BlackRock Strategic Municipal Trust (BSD)

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of each Trust’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from BlackRock or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

You may elect to receive all future reports in paper free of charge. If you hold accounts directly with BlackRock, you can call Computershare at (800) 699-1236 to request that you continue receiving paper copies of your shareholder reports. If you hold accounts through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Please note that not all financial intermediaries may offer this service. Your election to receive reports in paper will apply to all funds advised by BlackRock Advisors, LLC or its affiliates, or all funds held with your financial intermediary, as applicable.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive electronic delivery of shareholder reports and other communications by contacting your financial intermediary, if you hold accounts through a financial intermediary. Please note that not all financial intermediaries may offer this service.

 

Not FDIC Insured • May Lose Value • No Bank Guarantee


The Markets in Review

Dear Shareholder,

The last 12 months have been a time of sudden change in global financial markets, as a long period of growth and positive returns was interrupted in early 2020 by the emergence and spread of the coronavirus. For much of the reporting period, U.S. equities and bonds both delivered impressive returns, despite fears and doubts about the economy that were ultimately laid to rest with unprecedented monetary stimulus and a sluggish yet resolute performance from the U.S. economy. But as the threat from the coronavirus became more apparent throughout February and March 2020, leading countries around the world took economically disruptive countermeasures, causing equity prices to fall sharply. While markets have since recovered some of these losses as countries around the world begin reopening, there is still significant uncertainty surrounding the long-term impact of the pandemic on the global economy.

Returns for most securities were robust for the first three quarters of the reporting period, as investors began to realize that the U.S. economy was maintaining the modest yet steady growth that had characterized this economic cycle. However, once stay-at-home orders and closures of non-essential businesses became widespread, many workers were laid off and unemployment claims spiked. With large portions of the global economy on hold, all types of international equities ended the reporting period with negative performance, while in the U.S. only large-capitalization stocks delivered a slightly positive return.

The performance of different types of fixed-income securities diverged substantially due to a reduced investor appetite for risk. Treasuries benefited from the risk-off environment, and posted healthy returns, as the 10-year yield (which is inversely related to bond prices) fell to an all-time low. Investment-grade corporate bonds also delivered a positive return, while high-yield corporates were down due to credit concerns.

The U.S. Federal Reserve (the “Fed”) reduced interest rates three times in 2019, to support slowing economic growth. After the coronavirus outbreak, the Fed instituted two emergency rate cuts, pushing short-term interest rates close to zero. To stabilize credit markets, the Fed also announced a new bond-buying program, as did several other central banks around the world, including the European Central Bank and the Bank of Japan.

Looking ahead, while coronavirus-related disruption is certain to hurt worldwide economic growth, the global expansion is likely to continue once the impact of the outbreak subsides. Nonetheless, there are promising signs that a strong coordinated monetary and fiscal response is underway, both in the United States and abroad. With measures being taken to contain the virus and provide support to impacted businesses and individuals, we anticipate a sharp increase in economic activity as life returns to normal.

Overall, we favor a neutral stance toward risk, given the uncertainty surrounding the economic impact of coronavirus countermeasures. Among equities, we see an advantage in U.S. stocks compared to other developed markets, given the diversity of the U.S. economy and the impressive scope of monetary and fiscal stimulus. In bonds, the swift action taken by the world’s central banks means there are attractive opportunities in credit, and we expect credit spreads to narrow as markets stabilize. Both U.S. Treasuries and sustainable investments can help provide portfolio resilience, and the disruption created by the coronavirus appears to be accelerating the shift toward sustainable investments.

In this environment, investors need to think globally, extend their scope across a broad array of asset classes, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

 

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

 

Total Returns as of April 30, 2020
     6-month   12-month

U.S. large cap equities
(S&P 500® Index)

  (3.16)%   0.86%

U.S. small cap equities
(Russell 2000® Index)

  (15.47)   (16.39)

International equities
(MSCI Europe, Australasia, Far East Index)

  (14.21)   (11.34)

Emerging market equities
(MSCI Emerging Markets Index)

  (10.50)   (12.00)

3-month Treasury bills
(ICE BofA 3-Month U.S. Treasury Bill Index)

  0.85   2.07

U.S. Treasury securities
(ICE BofA 10-Year U.S. Treasury Index)

  10.73   19.78

U.S. investment grade bonds
(Bloomberg Barclays U.S. Aggregate Bond Index)

  4.86   10.84

Tax-exempt municipal bonds
(S&P Municipal Bond Index)

  (1.26)   2.21

U.S. high yield bonds
(Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)

  (6.60)   (4.08)
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.
 

 

 

2    THIS PAGE IS NOT PART OF YOUR FUND REPORT


Table of Contents

 

      Page  

The Markets in Review

     2  

Annual Report:

  

Municipal Market Overview

     4  

The Benefits and Risks of Leveraging

     5  

Derivative Financial Instruments

     5  

Trust Summaries

     6  

Financial Statements:

  

Schedules of Investments

     14  

Statements of Assets and Liabilities

     42  

Statements of Operations

     43  

Statements of Changes in Net Assets

     44  

Statements of Cash Flows

     46  

Financial Highlights

     47  

Notes to Financial Statements

     51  

Report of Independent Registered Public Accounting Firm

     61  

Automatic Dividend Reinvestment Plan

     62  

Trustee and Officer Information

     63  

Additional Information

     66  

Glossary of Terms Used in this Report

     68  

 

 

          3  


Municipal Market Overview  For the Reporting Period Ended April 30, 2020

 

Municipal Market Conditions

Municipal bonds posted modestly positive total returns amid a bifurcated market narrative in which rallying interest rates and favorable technicals drove strong performance early in the period before sentiment changed as implications of the coronavirus pandemic materialized. During the month of March, municipal bonds experienced volatility that was worse than during the height of the global financial crisis, as performance plummeted -10.87% during a two-week period before rebounding on aggressive valuation-based buying (For comparison, the -11.86% correction in 2008 spanned more than a month.) Performance continued to be hindered in April by the negative fundamental impacts of the prolonged economic shutdown, despite numerous stimulus efforts by the Fed.

 

 
Technical support waned during the period as a streak of 60-consecutive weeks of inflows turned to record outflows. During the 12 months ended April 30, 2020, municipal bond funds experienced net inflows totaling $38 billion, drawn down by nearly $46 billion in outflows during the months of March and April (based on data from the Investment Company Institute). For the same 12-month period, new issuance was elevated from a historical perspective at $417 billion but slowed materially as market liquidity became constrained amid a flight to quality spurred by the pandemic.   S&P Municipal Bond Index
  Total Returns as of April 30, 2020
    6 months: (1.26)%
  12 months: 2.21%
 

A Closer Look at Yields

 

LOGO

From April 30, 2019 to April 30, 2020, yields on AAA-rated 30-year municipal bonds decreased by 27 basis points (“bps”) from 2.55% to 2.28%, while ten-year rates decreased by 40 bps from 1.86% to 1.46% and five-year rates decreased by 54 bps from 1.63% to 1.09% (as measured by Thomson Municipal Market Data). As a result, the municipal yield curve steepened over the 12-month period with the spread between two- and 30-year maturities steepening by 39 bps, on par with the 41 bps of steepening in the comparable U.S. Treasury curve.

During the same time period, tax-exempt municipal bonds significantly underperformed U.S. Treasuries across the yield curve. Relative valuations, which had been broadly stretched since the passage of tax reform, reset to levels not seen since 2008. This has resulted in increased participation from crossover investors in a market that has mainly been driven by retail over the past few years.

Financial Conditions of Municipal Issuers

The coronavirus pandemic is an unprecedented shock to the system impacting nearly every sector in the municipal market. Luckily, most states and municipalities were in excellent fiscal health before the crisis and the federal government has provided an incredible amount of support. Ongoing stability is expected in high-quality states as well as school districts and local governments given that property taxes have proven resilient in past economic downturns. Essential public services such as power, water, and sewer are protected segments. State housing authority bonds, flagship universities, and strong national and regional health systems are well positioned to absorb the impact of the economic shock. However, some segments are facing daunting financial challenges and federal support may be insufficient, requiring issuers to draw down reserves and/or borrow to meet financial obligations. Critical providers (such as safety net hospitals, mass transit and airports) with limited resources will require funding from the states and broader municipalities they serve. We anticipate that a small subset of the market, mainly non-rated stand-alone projects, will experience significant credit deterioration. Assuming the worst case, a prolonged recession would likely mean a spate of defaults, primarily in non-rated credits, and the migration of the municipal market’s overall credit quality from double-A to a still-strong single-A rating. As a result, we advocate careful credit selection and anticipate increased credit dispersion as the market navigates near-term uncertainty.

The opinions expressed are those of BlackRock as of April 30, 2020 and are subject to change at any time due to changes in market or economic conditions. The comments should not be construed as a recommendation of any individual holdings or market sectors. Investing involves risk, including loss of principal. Bond values fluctuate in price so the value of your investment can go down depending on market conditions. Fixed income risks include interest-rate and credit risk. Typically, when interest rates rise, there is a corresponding decline in bond values. Credit risk refers to the possibility that the bond issuer will not be able to make principal and interest payments. There may be less information on the financial condition of municipal issuers than for public corporations. The market for municipal bonds may be less liquid than for taxable bonds. Some investors may be subject to Alternative Minimum Tax (“AMT”). Capital gains distributions, if any, are taxable.

The S&P Municipal Bond Index, a broad, market value-weighted index, seeks to measure the performance of the U.S. municipal bond market. All bonds in the index are exempt from U.S. federal income taxes or subject to the AMT. Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. It is not possible to invest directly in an index.

 

 

4    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


The Benefits and Risks of Leveraging

 

The Trusts may utilize leverage to seek to enhance the distribution rate on, and net asset value (“NAV”) of, their common shares (“Common Shares”). However, there is no guarantee that these objectives can be achieved in all interest rate environments.

In general, the concept of leveraging is based on the premise that the financing cost of leverage, which is based on short-term interest rates, is normally lower than the income earned by a Trust on its longer-term portfolio investments purchased with the proceeds from leverage. To the extent that the total assets of each Trust (including the assets obtained from leverage) are invested in higher-yielding portfolio investments, each Trust’s shareholders benefit from the incremental net income. The interest earned on securities purchased with the proceeds from leverage (after paying the leverage costs) is paid to shareholders in the form of dividends, and the value of these portfolio holdings (less the leverage liability) is reflected in the per share NAV.

To illustrate these concepts, assume a Trust’s Common Shares capitalization is $100 million and it utilizes leverage for an additional $30 million, creating a total value of $130 million available for investment in longer-term income securities. If prevailing short-term interest rates are 3% and longer-term interest rates are 6%, the yield curve has a strongly positive slope. In this case, a Trust’s financing costs on the $30 million of proceeds obtained from leverage are based on the lower short-term interest rates. At the same time, the securities purchased by a Trust with the proceeds from leverage earn income based on longer-term interest rates. In this case, a Trust’s financing cost of leverage is significantly lower than the income earned on a Trust’s longer-term investments acquired from such leverage proceeds, and therefore the holders of Common Shares (“Common Shareholders”) are the beneficiaries of the incremental net income.

However, in order to benefit Common Shareholders, the return on assets purchased with leverage proceeds must exceed the ongoing costs associated with the leverage. If interest and other costs of leverage exceed the Trust’s return on assets purchased with leverage proceeds, income to shareholders is lower than if the Trust had not used leverage. Furthermore, the value of a Trusts’ portfolio investments generally varies inversely with the direction of long-term interest rates, although other factors can influence the value of portfolio investments. In contrast, the value of each Trust’s obligations under its respective leverage arrangement generally does not fluctuate in relation to interest rates. As a result, changes in interest rates can influence each Trust’s NAVs positively or negatively. Changes in the future direction of interest rates are very difficult to predict accurately, and there is no assurance that a Trust’s intended leveraging strategy will be successful.

The use of leverage also generally causes greater changes in each Trust’s NAV, market price and dividend rates than comparable portfolios without leverage. In a declining market, leverage is likely to cause a greater decline in the NAV and market price of a Trust’s Common Shares than if the Trust were not leveraged. In addition, each Trust may be required to sell portfolio securities at inopportune times or at distressed values in order to comply with regulatory requirements applicable to the use of leverage or as required by the terms of leverage instruments, which may cause the Trust to incur losses. The use of leverage may limit a Trust’s ability to invest in certain types of securities or use certain types of hedging strategies. Each Trust incurs expenses in connection with the use of leverage, all of which are borne by Common Shareholders and may reduce income to the Common Shares. Moreover, to the extent the calculation of each Trust’s investment advisory fees includes assets purchased with the proceeds of leverage, the investment advisory fees payable to the Trusts’ investment adviser will be higher than if the Trusts did not use leverage.

To obtain leverage, each Trust has issued Variable Rate Demand Preferred Shares (“VRDP Shares”) or Variable Rate Muni Term Preferred Shares (“VMTP Shares”) (collectively, “Preferred Shares”) and/or leveraged its assets through the use of tender option bond trusts (“TOB Trusts”) as described in the Notes to Financial Statements.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), each Trust is permitted to issue debt up to 3313% of its total managed assets or equity securities (e.g., Preferred Shares) up to 50% of its total managed assets. A Trust may voluntarily elect to limit its leverage to less than the maximum amount permitted under the 1940 Act. In addition, a Trust may also be subject to certain asset coverage, leverage or portfolio composition requirements imposed by the Preferred Shares’ governing instruments or by agencies rating the Preferred Shares, which may be more stringent than those imposed by the 1940 Act.

If a Trust segregates or designates on its books and records cash or liquid assets having a value not less than the value of a Trust’s obligations under the TOB Trust (including accrued interest), then the TOB Trust is not considered a senior security and is not subject to the foregoing limitations and requirements imposed by the 1940 Act.

Derivative Financial Instruments

The Trusts may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. The Trusts’ successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation a Trust can realize on an investment and/or may result in lower distributions paid to shareholders. The Trusts’ investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.

 

 

THE BENEFITS AND RISKS OF LEVERAGING / DERIVATIVE FINANCIAL INSTRUMENTS      5  


Trust Summary  as of April 30, 2020    BlackRock Investment Quality Municipal Trust, Inc.

 

Investment Objective

BlackRock Investment Quality Municipal Trust, Inc.’s (BKN) (the “Trust”) investment objective is to provide high current income exempt from regular U.S. federal income tax consistent with the preservation of capital. The Trust seeks to achieve its investment objective by investing at least 80% of its assets in municipal obligations that pay interest that is exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax). Under normal market conditions, the Trust invests at least 80% of its assets in securities rated investment grade at the time of investment. The Trust may invest up to 20% of its assets in unrated securities that are deemed by the investment adviser to be of comparable quality. The Trust may invest directly in such securities or synthetically through the use of derivatives.

No assurance can be given that the Trust’s investment objective will be achieved.

Trust Information

 

Symbol on New York Stock Exchange (“NYSE”)

  BKN

Initial Offering Date

  February 19, 1993

Yield on Closing Market Price as of April 30, 2020 ($14.75)(a)

  4.80%

Tax Equivalent Yield(b)

  8.11%

Current Monthly Distribution per Common Share(c)

  $0.0590

Current Annualized Distribution per Common Share(c)

  $0.7080

Leverage as of April 30, 2020(d)

  42%

 

  (a) 

Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results.

 
  (b) 

Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields.

 
  (c) 

The monthly distribution per Common Share, declared on June 1, 2020, was increased to $0.0630 per share. The yield on closing market price, tax equivalent yield, current monthly distribution per Common Share, and current annualized distribution per Common Share do not reflect the new distribution rate. The new distribution rate is not constant and is subject to change in the future.

 
  (d) 

Represents VMTP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Trust, including any assets attributable to VMTP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Trust, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments on page 5.

 

Performance

Returns for the 12 months ended April 30, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

BKN(a)(b)

    7.77      (1.16 )% 

Lipper General & Insured Municipal Debt Funds (Leveraged)(c)

    (3.22      (2.24

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices.

 
  (b)

The Trust’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c) 

Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not indicative of future results.

The following discussion relates to the Trust’s absolute performance based on NAV:

Municipal bonds performed well for most of the period due to the accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of the coronavirus pandemic led to travel restrictions, business closures and stay-at-home orders. The prospect of a sharp economic downturn led to significant, broad-based weakness across the financial markets. Tax-exempt issues were hard hit in the sell-off, as investors withdrew cash from municipal bond funds and a lack of market liquidity inhibited efficient pricing. Municipal bonds subsequently recovered in April following aggressive stimulus from the Fed and U.S. Congress, allowing the category to close the period with a narrow gain.

The Trust’s use of U.S. Treasury futures to manage interest rate risk proved detrimental to the Trust’s performance given the breakdown in correlation between the Treasury and municipal markets arising from the coronavirus pandemic. While municipal bond yields rose due to a substantial increase in yield spreads, Treasury yields declined amid investors’ “flight to quality.” (Prices and yields move in opposite directions.) The Trust’s use of leverage also weighed on the Trust’s results at a time of falling bond prices.

Positions in lower-rated securities also detracted, as this market segment underperformed by a wide margin at a time of heightened uncertainty. Lower-quality states such as Illinois and New Jersey were especially notable laggards. Both are facing a likely reduction in tax revenues due to the stay-at-home orders and business closures that resulted from the coronavirus pandemic.

Portfolio income contributed to performance. Positions in higher-rated securities and issuers that focus on essential services also helped Trust returns, particularly during the market turmoil in March.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

 

6    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of April 30, 2020 (continued)    BlackRock Investment Quality Municipal Trust, Inc.

 

Market Price and Net Asset Value Per Share Summary

 

      04/30/20      04/30/19      Change      High      Low  

Market Price

   $ 14.75      $ 14.31        3.07    $ 16.26      $ 10.76  

Net Asset Value

     14.89        15.75        (5.46      17.13        13.41  

Market Price and Net Asset Value History For the Past Five Years

 

LOGO

Overview of the Trust’s Total Investments*

 

SECTOR ALLOCATION

 

Sector   04/30/20     04/30/19  

County/City/Special District/School District

    20     20

Transportation

    16       16  

Health

    16       15  

Utilities

    12       10  

State

    11       11  

Education

    10       10  

Tobacco

    6       6  

Housing

    6       5  

Corporate

    3       7  

 

  For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector subclassifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector subclassifications for reporting ease.  

CALL/MATURITY SCHEDULE (c)

 

Calendar Year Ended December 31,

       

2020

    5

2021

    8  

2022

    11  

2023

    10  

2024

    10  

 

  (c) 

Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years.

 
  *

Excludes short-term securities.

 

CREDIT QUALITY ALLOCATION (a)

 

Credit Rating   04/30/20     04/30/19  

AAA/Aaa

    5     4

AA/Aa

    36       37  

A

    28       27  

BBB/Baa

    13       17  

BB/Ba

    4       2  

B/B

    2       4  

CC

    1       1  

N/R(b)

    11       8  

 

  (a) 

For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s Investors Service (“Moody’s”) if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

 
  (b) 

The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments. Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of April 30, 2020 and April 30, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade represents less than 2% and 1%, respectively, of the Trust’s total investments.

 
 

 

 

TRUST SUMMARY      7  


Trust Summary  as of April 30, 2020    BlackRock Long-Term Municipal Advantage Trust

 

Investment Objective

BlackRock Long-Term Municipal Advantage Trust’s (BTA) (the “Trust”) investment objective is to provide current income exempt from regular U.S. federal income tax. The Trust seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in municipal obligations and derivative instruments with exposure to such municipal obligations, in each case that are expected to pay interest or income that is exempt from U.S. federal income tax (except that the interest may be subject to the U.S. federal alternative minimum tax). The Trust invests, under normal market conditions, primarily in long-term municipal bonds with a maturity of more than ten years at the time of investment and, under normal market conditions, the Trust’s municipal bond portfolio will have a dollar-weighted average maturity of greater than ten years. The Trust may invest directly in such securities or synthetically through the use of derivatives.

No assurance can be given that the Trust’s investment objective will be achieved.

Trust Information

 

Symbol on NYSE

  BTA

Initial Offering Date

  February 28, 2006

Yield on Closing Market Price as of April 30, 2020 ($10.92)(a)

  5.55%

Tax Equivalent Yield(b)

  9.38%

Current Monthly Distribution per Common Share(c)

  $0.0505

Current Annualized Distribution per Common Share(c)

  $0.6060

Leverage as of April 30, 2020(d)

  43%

 

  (a) 

Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results.

 
  (b) 

Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields.

 
  (c) 

The distribution rate is not constant and is subject to change.

 
  (d) 

Represents VRDP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Trust, including any assets attributable to VRDP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Trust, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments on page 5.

 

Performance

Returns for the 12 months ended April 30, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

BTA(a)(b)

    (3.49 )%       (5.70 )% 

Lipper General & Insured Municipal Debt Funds (Leveraged)(c)

    (3.22      (2.24

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices.

 
  (b) 

The Trust’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c) 

Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not indicative of future results.

The following discussion relates to the Trust’s absolute performance based on NAV:

Municipal bonds performed well for most of the period due to the accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of the coronavirus pandemic led to travel restrictions, business closures and stay-at-home orders. The prospect of a sharp economic downturn led to significant, broad-based weakness across the financial markets. Tax-exempt issues were hard hit in the sell-off, as investors withdrew cash from municipal bond funds and a lack of market liquidity inhibited efficient pricing. Municipal bonds subsequently recovered in April following aggressive stimulus from the Fed and U.S. Congress, allowing the category to close the period with a narrow gain.

The Trust’s use of U.S. Treasury futures to manage interest rate risk proved detrimental to the Trust’s performance given the breakdown in correlation between the Treasury and municipal markets arising from the coronavirus pandemic. While municipal bond yields rose due to a substantial increase in yield spreads, Treasury yields declined as a result of investors’ “flight to quality.” (Prices and yields move in opposite directions.) The Trust’s use of leverage, while augmenting income, also weighed on the Trust’s results at a time of falling bond prices.

The portfolio’s allocation to BBB issues and lower-rated securities, particularly those with maturities of 25 years and above, detracted from Trust performance. Yield spreads on lower-quality issues widened (significantly in some cases) as the market began to price in the uncertainties around the fundamental impact of the coronavirus pandemic.

Positions in education and health care issues, which were among the sectors hit hardest in the sell-off, also detracted from the Trust’s performance. Positions in the tax-backed state sector further detracted as lower-rated issuers such as Illinois, New Jersey and Puerto Rico underperformed.

Portfolio income contributed to performance. Positions in higher-rated securities (those rated A and above) also helped Trust returns. This segment included more seasoned portfolio positions, highlighted by pre-refunded securities and holdings in the utilities sector.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

 

8    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of April 30, 2020 (continued)    BlackRock Long-Term Municipal Advantage Trust

 

Market Price and Net Asset Value Per Share Summary

 

      04/30/20      04/30/19      Change      High      Low  

Market Price

   $ 10.92      $ 11.88        (8.08 )%     $ 13.76      $ 8.61  

Net Asset Value

     11.20        12.47        (10.18      13.36        10.23  

Market Price and Net Asset Value History For the Past Five Years

 

LOGO

Overview of the Trust’s Total Investments*

 

SECTOR ALLOCATION

 

Sector   04/30/20     04/30/19  

County/City/Special District/School District

    19     17

Utilities

    16       14  

Transportation

    16       16  

Health

    15       17  

Tobacco

    11       11  

State

    8       8  

Education

    8       8  

Corporate

    5       5  

Housing

    2       4  

 

  For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector subclassifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector subclassifications for reporting ease.  

CALL/MATURITY SCHEDULE (c)

 

Calendar Year Ended December 31,

       

2020

    9

2021

    15  

2022

    5  

2023

    10  

2024

    8  

 

  (c) 

Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years.

 
  *

Excludes short-term securities.

 

CREDIT QUALITY ALLOCATION (a)

 

Credit Rating   04/30/20     04/30/19  

AAA/Aaa

    3     2

AA/Aa

    31       32  

A

    17       15  

BBB/Baa

    19       20  

BB/Ba

    9       6  

B/B

    4       7  

CC

    1        

N/R(b)

    16       18  

 

  (a) 

For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

 
  (b) 

The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments. Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of April 30, 2020 and April 30, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade represents 2% and less than 1%, respectively, of the Trust’s total investments.

 
 

 

 

TRUST SUMMARY      9  


Trust Summary  as of April 30, 2020    BlackRock Municipal Income Trust

 

Investment Objective

BlackRock Municipal Income Trust’s (BFK) (the “Trust”) investment objective is to provide current income exempt from regular U.S. federal income tax. The Trust seeks to achieve its investment objective by investing primarily in municipal bonds that pay interest that is exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax). The Trust invests, under normal market conditions, at least 80% of its assets in municipal bonds that are investment grade, or if unrated, deemed to be of comparable quality by the investment adviser, at the time of investment. The Trust may invest directly in such securities or synthetically through the use of derivatives.

No assurance can be given that the Trust’s investment objective will be achieved.

Trust Information

 

Symbol on NYSE

  BFK

Initial Offering Date

  July 27, 2001

Yield on Closing Market Price as of April 30, 2020 ($12.14)(a)

  5.29%

Tax Equivalent Yield(b)

  8.94%

Current Monthly Distribution per Common Share(c)

  $0.0535

Current Annualized Distribution per Common Share(c)

  $0.6420

Leverage as of April 30, 2020(d)

  41%

 

  (a) 

Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results.

 
  (b) 

Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields.

 
  (c) 

The monthly distribution per Common Share, declared on June 1, 2020, was increased to $0.0565 per share. The yield on closing market price, tax equivalent yield, current monthly distribution per Common Share, and current annualized distribution per Common Share do not reflect the new distribution rate. The new distribution rate is not constant and is subject to change in the future.

 
  (d) 

Represents VMTP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Trust, including any assets attributable to VMTP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Trust, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments on page 5.

 

Performance

Returns for the 12 months ended April 30, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

BFK(a)(b)

    (7.74 )%       (4.51 )% 

Lipper General & Insured Municipal Debt Funds (Leveraged)(c)

    (3.22      (2.24

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices.

 
  (b) 

The Trust’s discount to NAV widened during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c) 

Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not indicative of future results.

The following discussion relates to the Trust’s absolute performance based on NAV:

Municipal bonds performed well for most of the period due to the accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of the coronavirus pandemic led to travel restrictions, business closures and stay-at-home orders. The prospect of a sharp economic downturn led to significant, broad-based weakness across the financial markets. Tax-exempt issues were hard hit in the sell-off, as investors withdrew cash from municipal bond funds and a lack of market liquidity inhibited efficient pricing. Municipal bonds subsequently recovered in April following aggressive stimulus from the Fed and U.S. Congress, allowing the category to close the period with a narrow gain.

Prior to the March downturn, the Trust benefited from its investments in longer-dated securities with maturities of 20 years and above. Holdings in bonds on the lower end of the investment-grade spectrum (A and BBB) also aided Trust performance in this time, as did positions in the tax-backed, transportation and tobacco sectors. Once the market turned lower, these same factors detracted from the Trust’s results and were the primary reason for the Trust’s negative return for the full period.

The Trust’s use of U.S. Treasury futures to manage interest rate risk proved detrimental to the Trust’s performance given the breakdown in correlation between the Treasury and municipal markets arising from the coronavirus pandemic. While municipal bond yields rose due to a substantial increase in yield spreads, Treasury yields declined amid investors’ “flight to quality.” (Prices and yields move in opposite directions.) The Trust’s use of leverage also weighed on the Trust’s results at a time of falling bond prices.

On the positive side, holdings in AAA and AA rated debt performed better in the sell-off compared to other areas of the market.

The investment adviser increased the Trust’s duration, thereby moving away from the more defensive posture it held for the majority of the period. This change reflected the investment adviser’s belief that yields had fallen to low levels that indicated little additional upside potential from rate movements.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

 

10    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of April 30, 2020 (continued)    BlackRock Municipal Income Trust

 

Market Price and Net Asset Value Per Share Summary

 

      04/30/20      04/30/19      Change      High      Low  

Market Price

   $ 12.14      $ 13.79        (11.97 )%     $ 15.16      $ 9.26  

Net Asset Value

     12.91        14.17        (8.89      15.17        11.87  

Market Price and Net Asset Value History For the Past Five Years

 

LOGO

Overview of the Trust’s Total Investments*

 

SECTOR ALLOCATION

 

Sector   04/30/20     04/30/19  

Transportation

    22     24

Utilities

    22       20  

County/City/Special District/School District

    15       12  

Health

    12       15  

Tobacco

    10       9  

State

    9       9  

Education

    6       6  

Corporate

    4       4  

Housing

    (a)      1  

 

  (a) 

Rounds to less than 1%.

 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector subclassifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector subclassifications for reporting ease.

CALL/MATURITY SCHEDULE (d)

 

Calendar Year Ended December 31,

       

2020

    11

2021

    13  

2022

    10  

2023

    7  

2024

    7  

 

  (d) 

Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years.

 
  *

Excludes short-term securities.

 

CREDIT QUALITY ALLOCATION (b)

 

Credit Rating  

04/30/20

    04/30/19  

AAA/Aaa

    5     3

AA/Aa

    29       32  

A

    25       24  

BBB/Baa

    22       24  

BB/Ba

    8       4  

B/B

    2       4  

CC

          1  

N/R(c)

    9       8  

 

  (b) 

For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

 
  (c) 

The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments. Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of April 30, 2020 and April 30, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade each represents 2% and less than 1% respectively of the Trust’s total investments.

 
 

 

 

TRUST SUMMARY      11  


Trust Summary  as of April 30, 2020    BlackRock Strategic Municipal Trust

 

Investment Objective

BlackRock Strategic Municipal Trust’s (BSD) (the “Trust”) investment objectives are to provide current income that is exempt from regular U.S. federal income tax and to invest in municipal bonds that over time will perform better than the broader municipal bond market. The Trust seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its assets in investments exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax). The Trust invests at least 80% of its assets in securities that are investment grade, or if unrated, deemed to be of comparable quality by the investment adviser, at the time of investment and, under normal market conditions, primarily invests in municipal bonds with long-term maturities in order to maintain a weighted average maturity of 15 years or more, but the dollar-weighted average maturity of obligations held by the Trust may be shortened, depending on market conditions. The Trust may invest directly in such securities or synthetically through the use of derivatives.

No assurance can be given that the Trust’s investment objectives will be achieved.

Trust Information

 

Symbol on NYSE

  BSD

Initial Offering Date

  August 25, 1999

Yield on Closing Market Price as of April 30, 2020 ($12.17)(a)

  5.42%

Tax Equivalent Yield(b)

  9.16%

Current Monthly Distribution per Common Share(c)

  $0.0550

Current Annualized Distribution per Common Share(c)

  $0.6600

Leverage as of April 30, 2020(d)

  42%

 

  (a) 

Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results.

 
  (b) 

Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields.

 
  (c) 

The distribution rate is not constant and is subject to change.

 
  (d) 

Represents VMTP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Trust, including any assets attributable to VMTP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Trust, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments on page 5.

 

Performance

Returns for the 12 months ended April 30, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

BSD(a)(b)

    (3.38 )%       (4.10 )% 

Lipper General & Insured Municipal Debt Funds (Leveraged)(c)

    (3.22      (2.24

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices.

 
  (b) 

The Trust’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c) 

Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not indicative of future results.

The following discussion relates to the Trust’s absolute performance based on NAV:

Municipal bonds performed well for most of the period due to the accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of the coronavirus pandemic led to travel restrictions, business closures and stay-at-home orders. The prospect of a sharp economic downturn led to significant, broad-based weakness across the financial markets. Tax-exempt issues were hard hit in the sell-off, as investors withdrew cash from municipal bond funds and a lack of market liquidity inhibited efficient pricing. Municipal bonds subsequently recovered in April following aggressive stimulus from the Fed and U.S. Congress, allowing the category to close the period with a narrow gain.

The Trust’s use of U.S. Treasury futures to manage interest rate risk proved detrimental to the Trust’s performance given the breakdown in correlation between the Treasury and municipal markets arising from the pandemic. While municipal bond yields rose due to a substantial increase in yield spreads, Treasury yields declined as a result of investors’ “flight to quality.” (Prices and yields move in opposite directions.) The Trust’s use of leverage, while augmenting income, also weighed on the Trust’s results at a time of falling bond prices.

The portfolio’s allocation to BBB issues and lower-rated securities detracted from performance. Yield spreads on lower-quality issues widened (significantly in some cases) as the market began to price in the uncertainties around the fundamental impact of the coronavirus pandemic.

Positions in the tax-backed state sector detracted as lower-rated issuers such as Illinois, New Jersey and Puerto Rico underperformed. An allocation to the corporate sector was an additional detractor.

Portfolio income contributed to performance. Positions in higher-rated securities (those rated A and above) also helped Trust returns. This segment included more seasoned portfolio positions, highlighted by pre-refunded securities and holdings in the housing sector.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

 

12    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of April 30, 2020 (continued)    BlackRock Strategic Municipal Trust

 

Market Price and Net Asset Value Per Share Summary

 

      04/30/20      04/30/19      Change      High      Low  

Market Price

   $ 12.17      $ 13.21        (7.87 )%     $ 15.39      $ 9.96  

Net Asset Value

     12.94        14.15        (8.55      15.15        11.88  

Market Price and Net Asset Value History For the Past Five Years

 

LOGO

Overview of the Trust’s Total Investments*

 

SECTOR ALLOCATION

 

Sector   04/30/20     04/30/19  

Transportation

    23     22

Health

    16       18  

County/City/Special District/School District

    15       12  

Utilities

    13       11  

State

    8       8  

Tobacco

    8       8  

Corporate

    7       9  

Education

    6       7  

Housing

    4       5  

 

  For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector subclassifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector subclassifications for reporting ease.  

CALL/MATURITY SCHEDULE (c)

 

Calendar Year Ended December 31,

       

2020

    8

2021

    12  

2022

    9  

2023

    8  

2024

    10  

 

  (c) 

Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years.

 
  *

Excludes short-term securities.

 

CREDIT QUALITY ALLOCATION (a)

 

Credit Rating   04/30/20     04/30/19  

AAA/Aaa

    2     4

AA/Aa

    35       32  

A

    19       20  

BBB/Baa

    23       22  

BB/Ba

    5       3  

B/B

    1       3  

CC

    1        

N/R(b)

    14       16  

 

  (a) 

For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

 
  (b) 

The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments. Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of April 30, 2020 and April 30, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade each represents 3% and less than 1%, respectively, of the Trust’s total investments.

 
 

 

 

TRUST SUMMARY      13  


Schedule of Investments

April 30, 2020

  

BlackRock Investment Quality Municipal Trust, Inc. (BKN)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  

Municipal Bonds — 131.7%

   
Arizona — 6.6%  

Arizona Health Facilities Authority, Refunding RB, Phoenix Children’s Hospital, Series A, 5.00%, 02/01/42

  $ 3,300     $ 3,433,848  

Arizona IDA, Refunding RB, Odyssey Preparatory Academy Project, Series A, 5.50%, 07/01/52(a)

    215       190,208  

Arizona Industrial Development Authority, Refunding RB, Series G, 5.00%, 07/01/47(a)

    430       374,100  

County of Pinal Arizona Electric District No. 3, Refunding RB:

   

4.75%, 07/01/21(b)

    680       709,947  

4.75%, 07/01/31

    3,070       3,191,726  

Salt Verde Financial Corp., RB, Senior:

   

5.00%, 12/01/32

    1,095       1,332,166  

5.00%, 12/01/37

    4,885       6,028,041  

University Medical Center Corp., Refunding RB, 6.00%, 07/01/21(b)

    1,600       1,695,824  
   

 

 

 
      16,955,860  
Arkansas — 2.6%  

Arkansas Development Finance Authority, RB, Big River Steel Project, AMT, 4.50%, 09/01/49(a)

    1,550       1,323,622  

City of Benton Arkansas, RB, 4.00%, 06/01/39

    755       798,745  

City of Fort Smith Arkansas Water & Sewer Revenue, Refunding RB, 4.00%, 10/01/40

    1,250       1,343,850  

City of Little Rock Arkansas, RB, 4.00%, 07/01/41

    2,645       2,750,165  

County of Pulaski Arkansas Public Facilities Board, RB, 5.00%, 12/01/42

    465       493,142  
   

 

 

 
      6,709,524  
California — 17.8%  

ABC Unified School District, GO, Series C, 0.00%, 08/01/33(d)

    3,420       2,310,791  

California Infrastructure & Economic Development Bank, Refunding RB, Academy Motion Picture Arts and Sciences, Series A, 4.00%, 11/01/45

    3,330       3,446,650  

California Statewide Communities Development Authority, Refunding RB, John Muir Health, Series A, 4.00%, 12/01/53

    725       741,182  

Carlsbad California Unified School District, GO, Election of 2006, Series B, 6.00%, 05/01/34

    1,500       1,785,945  

City of San Jose California, Refunding ARB, Norman Y Mineta San Jose International Airport SJC, AMT:

   

Series A (BAM), 4.00%, 03/01/42

    2,460       2,618,301  

Series A-1, 5.75%, 03/01/34

    3,000       3,086,550  

Golden State Tobacco Securitization Corp., Refunding RB:

   

Series A-1, 3.50%, 06/01/36

    1,110       1,084,559  

Series A-2, 5.00%, 06/01/47

    830       809,731  

Hartnell Community College District California, GO, CAB, Election of 2002, Series D, 7.00%, 08/01/34(c)

    2,475       2,948,294  

Norwalk-La Mirada Unified School District, GO, Refunding, CAB, Election of 2002, Series E (AGC), 0.00%, 08/01/38(d)

    12,000       6,423,720  

Palomar Community College District, GO, CAB, Election of 2006, Series B:

   

0.00%, 08/01/30(d)

    2,270       1,861,037  

0.00%, 08/01/33(d)

    4,250       1,816,450  

0.00%, 08/01/39(c)

    4,000       4,582,800  

San Diego Community College District, GO, CAB, Election of 2002, 6.00%, 08/01/33

    4,200       5,356,512  

State of California, GO, Refunding:

   

Various Purpose, 5.00%, 02/01/38

    2,000       2,175,680  

Various Purposes, 4.00%, 10/01/44

    510       534,424  

State of California, GO:

   

6.00%, 03/01/33

    760       762,629  

5.50%, 03/01/40

    3,255       3,263,919  
   

 

 

 
      45,609,174  
Security   Par
(000)
    Value  
Colorado — 0.3%  

Colorado Educational & Cultural Facilities Authority, Refunding RB, Rocky Mountain Classical Academy Project, 5.00%, 10/01/59(a)

  $ 970     $ 854,279  
   

 

 

 
Connecticut — 0.6%  

Connecticut Housing Finance Authority, Refunding RB, S/F Housing, Sub-Series E-1 (Ginnie Mae, Fannie Mae & Freddie Mac), 4.00%, 05/15/36

    585       636,030  

Connecticut State Health & Educational Facility Authority, Refunding RB, Lawrence & Memorial Hospital, Series F, 5.00%, 07/01/21(b)

    950       996,692  
   

 

 

 
      1,632,722  
Delaware — 0.7%  

County of Sussex Delaware, RB, NRG Energy, Inc., Indian River Power LLC Project, 6.00%, 10/01/40

    1,800       1,820,682  
   

 

 

 
District of Columbia — 1.0%  

Metropolitan Washington Airports Authority, Refunding ARB, Dulles Metrorail And Capital Improvement Projects, Series A, 5.00%, 10/01/53

    2,505       2,572,334  
   

 

 

 
Florida — 7.7%  

Capital Trust Agency, Inc., RB, Renaissance Charter School, Inc., Series A, 5.00%, 06/15/49(a)

    100       82,159  

County of Miami-Dade Florida, RB:

   

CAB, Subordinate Special Obligation, 0.00%, 10/01/32(d)

    5,000       3,491,250  

CAB, Subordinate Special Obligation, 0.00%, 10/01/33(d)

    15,375       10,139,659  

Series B, AMT, 6.00%, 10/01/32

    3,000       3,341,010  

County of Miami-Dade Florida, Refunding ARB, Series A, AMT, 5.00%, 10/01/38

    365       395,207  

County of Osceola Transportation Revenue, Refunding RB, Series A-2(d):

   

0.00%, 10/01/41

    445       185,285  

0.00%, 10/01/42

    595       237,500  

0.00%, 10/01/43

    540       206,388  

0.00%, 10/01/44

    550       201,471  

0.00%, 10/01/45

    465       163,131  

Greater Orlando Aviation Authority, RB, Priority Subordinated, Sub-Series A, AMT, 5.00%, 10/01/52

    1,130       1,211,371  
   

 

 

 
      19,654,431  
Georgia — 0.6%  

Main Street Natural Gas, Inc., RB, Series A, 5.00%, 05/15/43

    525       561,808  

Municipal Electric Authority of Georgia, RB, Plant Vogtle Units 3 & 4 Project:

   

4.00%, 01/01/49

    415       399,284  

5.00%, 01/01/56

    565       595,956  
   

 

 

 
      1,557,048  
Hawaii — 1.4%  

State of Hawaii Department of Budget & Finance, Refunding RB:

   

Hawaiian Electric Co., Inc. AMT, 4.00%, 03/01/37

    2,770       2,860,745  

Special Purpose, Senior Living, Kahala Nui, 5.25%, 11/15/37

    600       624,078  
   

 

 

 
      3,484,823  
Idaho — 1.2%  

Idaho Health Facilities Authority, RB, St. Lukes Health System Project, Series A, 5.00%, 03/01/39

    3,000       3,159,510  
   

 

 

 
Illinois — 6.9%  

Chicago Board of Education, GO:

   

Dedicated Revenues, Series H, 5.00%, 12/01/36

    375       361,478  

Project, 5.25%, 12/01/35

    1,235       1,223,354  
 

 

 

14    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Investment Quality Municipal Trust, Inc. (BKN)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Illinois (continued)  

Chicago Board of Education, GO, Refunding:

   

Dedicated Revenues, 5.00%, 12/01/34

  $ 370     $ 359,181  

Dedicated Revenues, Series F, 5.00%, 12/01/22

    505       514,146  

5.00%, 12/01/25

    550       561,357  

Chicago Board of Education, GO, Series C, Series D:

   

5.00%, 12/01/46

    455       409,550  

5.00%, 12/01/46

    1,180       1,020,606  

Refunding Dedicated Revenues, 5.00%, 12/01/26

    675       685,935  

City of Chicago Illinois, Refunding ARB, O’Hare International Airport Passenger Facility Charge, Series B, AMT, 4.00%, 01/01/29

    2,400       2,422,320  

City of Chicago Illinois Midway International Airport, Refunding GARB, 2nd Lien, Series A, AMT, 5.00%, 01/01/41

    1,900       1,983,030  

City of Chicago Illinois Transit Authority, RB, Sales Tax Receipts, 5.25%, 12/01/40

    1,000       1,051,470  

Illinois Finance Authority, Refunding RB, OSF Healthcare System, 6.00%, 05/15/39

    155       155,147  

Illinois Housing Development Authority, RB, S/F Housing, 4.13%, 10/01/38

    1,040       1,134,744  

Metropolitan Pier & Exposition Authority, RB, McCormick Place Expansion Project Bonds, Series A, 5.00%, 06/15/57

    590       525,407  

Metropolitan Pier & Exposition Authority, Refunding RB, McCormick Place Expansion Project, 4.00%, 06/15/50

    455       378,883  

Railsplitter Tobacco Settlement Authority, RB, 6.00%, 06/01/21(b)

    1,700       1,793,993  

State of Illinois, GO:

   

5.00%, 02/01/39

    1,000       887,730  

Series A, 5.00%, 04/01/38

    200       178,090  

Series D, 5.00%, 11/01/28

    1,585       1,543,742  

Upper Illinois River Valley Development Authority, Refunding RB, Prairie Crossing Charter School, 5.00%, 01/01/55(a)

    610       514,297  
   

 

 

 
      17,704,460  
Indiana — 0.2%  

County of Allen Indiana, RB, StoryPoint Fort Wayne Project, Series A-1(a):

   

6.63%, 01/15/34

    300       296,574  

6.75%, 01/15/43

    245       234,534  
   

 

 

 
      531,108  
Iowa — 0.8%  

Iowa Finance Authority, Refunding RB, Iowa Fertilizer Co. Project, Series B,
5.25%, 12/01/50(e)

    2,050       1,954,593  
   

 

 

 
Kansas — 0.7%  

City of Lenexa Kansas, Refunding RB, Lakeview Village, Inc., Series A, 5.00%, 05/15/39

    640       594,304  

County of Seward Kansas Unified School District No. 480 Liberal, GO, Refunding, 5.00%, 09/01/39

    1,085       1,180,784  
   

 

 

 
      1,775,088  
Kentucky — 6.3%  

County of Boyle Kentucky, Refunding RB, Centre College of Kentucky, 5.00%, 06/01/37

    2,000       2,223,420  

Kentucky Economic Development Finance Authority, RB, Catholic Health Initiatives, Series A, 5.38%, 01/01/23 (b)

    3,400       3,753,430  

Kentucky Economic Development Finance Authority, Refunding RB, Norton Healthcare, Inc., Series B (NPFGC), 0.00%, 10/01/23(d)

    8,500       7,793,650  

Kentucky Public Transportation Infrastructure Authority, RB, Downtown Crossing Project, Convertible CAB, 1st Tier, Series C(c):

   

6.45%, 07/01/34

    1,000       947,160  

6.60%, 07/01/39

    1,395       1,303,153  
   

 

 

 
      16,020,813  
Security   Par
(000)
    Value  
Louisiana — 1.6%  

City of Alexandria Louisiana Utilities, RB, 5.00%, 05/01/39

  $ 1,790     $ 1,998,195  

Louisiana Local Government Environmental Facilities & Community Development Authority, RB, Westlake Chemical Corp. Project, Series A-1, 6.50%, 11/01/35

    1,565       1,584,672  

Louisiana Public Facilities Authority, RB, Belle Chasse Educational Foundation Project, 6.50%, 05/01/21(b)

    600       633,654  
   

 

 

 
      4,216,521  
Maine — 0.4%  

State of Maine Housing Authority, RB:

   

M/F Housing, Series E, 4.25%, 11/15/43

    540       581,364  

S/F Housing, Series C, 3.95%, 11/15/43

    505       525,316  
   

 

 

 
      1,106,680  
Maryland — 0.5%  

County of Anne Arundel Maryland Consolidated, RB, Special Taxing District, Villages at Two Rivers Project:

   

5.13%, 07/01/36

    260       234,080  

5.25%, 07/01/44

    260       218,694  

Maryland Community Development Administration, Refunding RB, S/F Housing, Series A, 4.10%, 09/01/38

    875       931,604  
   

 

 

 
      1,384,378  
Massachusetts — 2.2%  

Massachusetts Development Finance Agency, RB, Emerson College Issue, Series A:

   

5.25%, 01/01/42

    900       973,998  

5.00%, 01/01/47

    1,010       1,053,066  

Massachusetts Development Finance Agency, Refunding RB:

   

Atrius Health Issue, Series A, 4.00%, 06/01/49

    235       235,670  

International Charter School, 5.00%, 04/15/40

    600       619,698  

Suffolk University, 4.00%, 07/01/39

    1,375       1,392,463  

Massachusetts HFA, RB, M/F Housing, Series A, 3.85%, 06/01/46

    35       36,204  

Massachusetts HFA, Refunding RB, AMT, Series 182, 3.30%, 12/01/28

    1,000       1,054,810  

Massachusetts Housing Finance Agency, RB, M/F Housing, Series C-1, 2.90%, 12/01/39

    365       354,871  
   

 

 

 
      5,720,780  
Michigan — 3.6%  

Michigan Finance Authority, RB, Detroit Water & Sewage Disposal System, Senior Lien, Series 2014 C-2, AMT, 5.00%, 07/01/44

    360       369,421  

Michigan Finance Authority, Refunding RB, Henry Ford Health System, 4.00%, 11/15/46

    900       864,783  

Michigan State Housing Development Authority, RB, Series B, 2.95%, 12/01/39

    375       373,024  

Michigan Strategic Fund, RB, I-75 Improvement Project, AMT, 5.00%, 12/31/43

    1,250       1,259,875  

State of Michigan Hospital Finance Authority, Refunding RB, Trinity Health Credit Group, Series C, 4.00%, 12/01/32

    4,150       4,282,592  

State of Michigan Housing Development Authority, RB, S/F Housing:

   

Series A, 4.00%, 06/01/49

    875       928,139  

Series C, 4.13%, 12/01/38

    1,110       1,192,529  
   

 

 

 
      9,270,363  
Minnesota — 1.9%  

City of Otsego Minnesota, Refunding RB, Kaleidoscope Charter School Project, Series A, 5.00%, 09/01/44

    700       595,035  

City of Spring Lake Park Michigan, RB, Academy for Higher Learning Project, 5.00%, 06/15/39

    1,760       1,554,678  

Housing & Redevelopment Authority of The City of Saint Paul Minnesota, RB, Great River School Project, Series A, 5.50%, 07/01/52(a)

    305       261,806  
 

 

 

SCHEDULES OF INVESTMENTS      15  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Investment Quality Municipal Trust, Inc. (BKN)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Minnesota (continued)  

Minneapolis-St. Paul Metropolitan Airports Commission, Refunding ARB, Sub Series D, AMT, 5.00%, 01/01/41

  $ 460     $ 503,222  

Minnesota Higher Education Facilities Authority, RB:

   

Augsburg College, Series B, 4.25%, 05/01/40

    1,685       1,336,946  

College of St. Benedict, Series 8-K, 4.00%, 03/01/43

    615       578,998  
   

 

 

 
      4,830,685  
Mississippi — 0.6%  

County of Warren Mississippi, RB, Gulf Opportunity Zone Bonds, International Paper Co. Project, Series A, 5.38%, 12/01/35

    600       620,328  

Mississippi Development Bank, RB, CAB, Special Obligation, Hinds Community College District (AGM), 5.00%, 04/01/21(b)

    910       944,261  
   

 

 

 
      1,564,589  
Missouri — 3.0%  

Missouri Development Finance Board, RB, Annual Appropriation Sewer System, Series B, 5.00%, 11/01/41

    1,350       1,408,009  

Missouri State Health & Educational Facilities Authority, RB:

   

A.T. Still University of Health Sciences, 5.25%, 10/01/21(b)

    500       530,520  

A.T. Still University of Health Sciences, 5.00%, 10/01/23(b)

    750       849,833  

Heartland Regional Medical Center, 4.13%, 02/15/43

    700       706,146  

University of Central Missouri, Series C-2, 5.00%, 10/01/34

    1,500       1,658,565  

Missouri State Health & Educational Facilities Authority, Refunding RB, Kansas City University of Medicine and Biosciences, Series A:

   

5.00%, 06/01/42

    860       993,584  

5.00%, 06/01/47

    1,230       1,409,297  
   

 

 

 
      7,555,954  
Nebraska — 1.9%  

Central Plains Energy Project, RB, Gas Project No. 3, 5.00%, 09/01/42

    900       952,353  

County of Douglas Nebraska Hospital Authority No. 3, Refunding RB, Health Facilities Nebraska Methodist Health System, 5.00%, 11/01/45

    600       640,224  

Nebraska Public Power District, Refunding RB, Series A:

   

5.00%, 01/01/32

    2,535       2,689,356  

4.00%, 01/01/44

    600       615,684  
   

 

 

 
      4,897,617  
Nevada — 0.7%  

County of Clark Nevada, Refunding ARB, Department of Aviation, Subordinate Lien, Series A-2, 4.25%, 07/01/36

    1,500       1,569,060  

Nevada Department of Business & Industry, RB, Series A, 5.00%, 07/15/37(a)

    125       118,994  
   

 

 

 
      1,688,054  
New Hampshire — 0.3%  

New Hampshire Business Finance Authority, Refunding RB, Resource Recovery, Covanta Project(a):

   

Series B, 4.63%, 11/01/42

    505       452,728  

Series C, AMT, 4.88%, 11/01/42

    220       198,873  
   

 

 

 
      651,601  
New Jersey — 8.5%  

County of Middlesex New Jersey Improvement Authority, RB, Heldrich Center Hotel, Sub-Series B,
6.25%, 01/01/37(f)(g)

    1,510       21,518  

New Jersey EDA, RB:

   

Continental Airlines, Inc. Project, Series B, AMT, 5.63%, 11/15/30

    990       983,159  
Security   Par
(000)
    Value  
New Jersey (continued)  

Goethals Bridge Replacement Project (AGM), AMT, 5.13%, 07/01/42

  $ 300     $ 316,305  

S/F Housing, State House Project, Series B, 4.50%, 06/15/40

    1,930       1,744,295  

School Facilities Construction Bonds, Series DDD, 5.00%, 06/15/42

    160       155,491  

New Jersey Health Care Facilities Financing Authority, Refunding RB, St. Barnabas Health Care System, Series A:

   

4.63%, 07/01/21(b)

    770       801,085  

5.63%, 07/01/21(b)

    2,560       2,692,710  

5.00%, 07/01/25

    500       532,560  

New Jersey Higher Education Student Assistance Authority, Refunding RB, Series B, AMT, 3.25%, 12/01/39

    1,970       1,941,514  

New Jersey State Turnpike Authority, RB, Series E, 5.00%, 01/01/45

    820       890,340  

New Jersey Transportation Trust Fund Authority, RB:

   

CAB, Transportation System, Series A, 0.00%, 12/15/35(d)

    1,600       801,392  

Transportation System, Series A, 5.50%, 06/15/21(b)

    500       527,455  

Transportation System, Series A, 5.00%, 06/15/42

    395       383,869  

Transportation System, Series B, 5.50%, 06/15/31

    2,000       2,015,280  

Transportation Program, Series AA, 5.00%, 06/15/38

    290       284,368  

Transportation Program, Series AA, 5.00%, 06/15/45

    1,350       1,298,957  

Transportation Program, Series AA, 5.00%, 06/15/46

    600       574,542  

New Jersey Transportation Trust Fund Authority, Refunding RB, Transportation System:

   

Bond, 4.00%, 12/15/39

    820       723,724  

Series A, 5.00%, 12/15/36

    240       237,108  

Tobacco Settlement Financing Corp., Refunding RB, Sub-Series B, 5.00%, 06/01/46

    4,770       4,795,376  
   

 

 

 
      21,721,048  
New Mexico — 0.3%  

New Mexico Hospital Equipment Loan Council, Refunding RB, Presbyterian Healthcare Services, 5.00%, 08/01/44

    680       731,796  
   

 

 

 
New York — 3.9%  

City of New York Industrial Development Agency, RB, PILOT:

   

(AMBAC), 5.00%, 01/01/39

    1,100       1,100,550  

Queens Baseball Stadium (AGC), 6.50%, 01/01/46

    300       301,014  

Counties of New York Tobacco Trust IV, Refunding RB, Settlement Pass-Through Turbo, Series A, 6.25%, 06/01/41(a)

    1,400       1,396,500  

Counties of New York Tobacco Trust VI, Refunding RB, Settlement Pass-Through Turbo, Series C, 4.00%, 06/01/51

    1,000       731,920  

Erie Tobacco Asset Securitization Corp., Refunding RB, Asset-Backed, Series A, 5.00%, 06/01/45

    1,825       1,668,214  

Metropolitan Transportation Authority, RB, Series E, 5.00%, 11/15/43

    30       30,495  

Metropolitan Transportation Authority, Refunding RB, Series C-1, 5.00%, 11/15/56

    320       327,130  

New York Liberty Development Corp., Refunding RB, 3 World Trade Center Project, Class 2, 5.15%, 11/15/34(a)

    640       613,466  

New York Transportation Development Corp., Refunding ARB, American Airlines, Inc., AMT, 5.00%, 08/01/31

    820       796,490  

Port Authority of New York & New Jersey, Refunding ARB, AMT:

   

Consolidated, 186th Series, 5.00%, 10/15/36

    470       510,176  

Consolidated,186th Series, 5.00%, 10/15/44

    950       1,014,068  

State of New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/60(h)

    350       369,043  

Westchester Tobacco Asset Securitization Corp., Refunding RB, Tobacco Settlement Bonds, Sub-Series C, 5.13%, 06/01/51

    1,160       1,055,936  
   

 

 

 
      9,915,002  
 

 

 

16    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Investment Quality Municipal Trust, Inc. (BKN)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
North Carolina — 0.4%  

North Carolina Medical Care Commission, RB, Novant Health Obligated Group, 4.00%, 11/01/52

  $ 630     $ 655,610  

North Carolina Turnpike Authority, RB, Senior Lien, Triangle Express Way System:

   

4.00%, 01/01/55

    155       138,737  

(AGM), 4.00%, 01/01/55

    110       112,329  
   

 

 

 
      906,676  
North Dakota — 0.3%  

County of Burleigh North Dakota, Refunding RB, St. Alexius Medical Center Project, Series A, 5.00%, 07/01/21(b)

    720       752,875  
   

 

 

 
Ohio — 4.5%  

Buckeye Tobacco Settlement Financing Authority, Refunding RB, Senior, Class 2, Series B-2, 5.00%, 06/01/55

    3,495       3,091,957  

City of Dayton Ohio Airport Revenue, Refunding ARB, James M. Cox Dayton International Airport, Series A (AGM), AMT, 4.00%, 12/01/32

    3,000       3,073,800  

County of Butler Port Authority, RB, Series A-1(a):

   

Storypoint Fairfield Project, 6.25%, 01/15/34

    500       473,930  

StoryPoint Fairfield Project, 6.38%, 01/15/43

    275       251,619  

County of Montgomery Ohio, Refunding RB, Premier Health Partners Obligated Group, 4.00%, 11/15/42

    1,050       881,349  

Ohio Air Quality Development Authority, RB, AMG Vanadium Project, AMT, 5.00%, 07/01/49(a)

    650       590,551  

Ohio Housing Finance Agency, RB, S/F Housing, Series A (Ginnie Mae, Fannie Mae & Freddie Mac), 4.00%, 09/01/48

    50       51,774  

State of Ohio, Refunding RB, University Hospitals Health System, Series A, 5.00%, 01/15/41

    3,010       3,109,992  
   

 

 

 
      11,524,972  
Oklahoma — 0.9%  

City of Oklahoma Public Property Authority, Refunding RB:

   

5.00%, 10/01/36

    800       906,000  

5.00%, 10/01/39

    280       314,149  

City of Oklahoma Turnpike Authority, RB, Series A, 4.00%, 01/01/48

    420       454,264  

Oklahoma Development Finance Authority, RB, OU Medicine Project, Series B, 5.50%, 08/15/52

    680       715,611  
   

 

 

 
      2,390,024  
Oregon — 1.5%  

Oregon Health & Science University, RB, Series A, 4.00%, 07/01/37

    575       633,133  

State of Oregon Housing & Community Services Department, RB, S/F Housing, Mortgage Program, Series C, 3.95%, 07/01/43

    620       647,788  

State of Oregon State Facilities Authority, Refunding RB, University of Portland Project, Series A, 5.00%, 04/01/45

    2,485       2,644,313  
   

 

 

 
      3,925,234  
Pennsylvania — 9.9%  

City of Philadelphia Pennsylvania Airport Revenue, Refunding ARB, Series B, AMT, 5.00%, 07/01/35

    575       616,636  

Commonwealth Financing Authority, RB, Tobacco Master Settlement Payment (AGM), 4.00%, 06/01/39

    2,785       2,930,210  

County of Montgomery Higher Education & Health Authority, Refunding RB, Thomas Jefferson University, Series A, 4.00%, 09/01/49

    565       568,418  

Delaware River Port Authority, RB, 4.50%, 01/01/32

    3,000       3,276,420  

Mckeesport Area School District, GO, CAB, Refunding (NPFGC), 0.00%, 10/01/31(d)(i)

    500       380,950  

Pennsylvania Economic Development Financing Authority, RB:

   

Pennsylvania Rapid Bridge Replacement, 5.00%, 12/31/38

    1,610       1,628,547  

Series A-1, 4.00%, 04/15/50

    780       790,585  
Security   Par
(000)
    Value  
Pennsylvania (continued)  

Pennsylvania Economic Development Financing Authority, Refunding RB, National Gypsum Co., AMT, 5.50%, 11/01/44

  $ 810     $ 695,077  

Pennsylvania Higher Education Assistance Agency, RB, AMT, Series B, 3.00%, 06/01/47

    155       129,667  

Pennsylvania Housing Finance Agency, RB, S/F Housing:

   

Series 127-B, 3.88%, 10/01/38

    670       709,764  

Series 128B, 3.85%, 04/01/38

    1,505       1,603,412  

Pennsylvania Turnpike Commission, RB:

   

Series C, 5.00%, 12/01/39

    850       914,897  

Sub-Series A-1, 5.00%, 12/01/41

    2,735       2,954,949  

Subordinate, Series A, 4.00%, 12/01/49

    710       727,054  

Pottsville Hospital Authority, Refunding RB, Lehigh Valley Health Network, Series B, 5.00%, 07/01/45

    2,000       2,155,360  

School District of Philadelphia, Refunding, GOL, Series F, 5.00%, 09/01/37

    800       910,232  

State Public School Building Authority, Refunding RB, The School District of Philadelphia Project, Series A, 5.00%, 06/01/34

    3,825       4,432,869  
   

 

 

 
      25,425,047  
Puerto Rico — 5.7%  

Children’s Trust Fund, Refunding RB, Tobacco Settlement Asset-Backed Bonds:

   

5.50%, 05/15/39

    495       495,391  

5.63%, 05/15/43

    530       522,103  

Commonwealth of Puerto Rico Aqueduct & Sewer Authority, RB, Senior Lien, Series A:

   

5.00%, 07/01/33

    2,145       2,037,428  

5.13%, 07/01/37

    615       580,677  

Commonwealth of Puerto Rico Aqueduct & Sewer Authority, Refunding RB, Senior Lien, Series A:

   

6.00%, 07/01/38

    630       624,784  

6.00%, 07/01/44

    1,140       1,139,795  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, Restructured:

   

CAB, Series A-1, 0.00%, 07/01/46(d)

    1,362       313,205  

Series A-1, 4.75%, 07/01/53

    1,372       1,235,939  

Series A-1, 5.00%, 07/01/58

    5,829       5,444,403  

Series A-2, 4.33%, 07/01/40

    861       768,959  

Series A-2, 4.78%, 07/01/58

    1,459       1,313,377  
   

 

 

 
      14,476,061  
Rhode Island — 3.1%  

Rhode Island Health & Educational Building Corp., Refunding RB, Series A (AGM), 3.75%, 05/15/32

    1,845       1,980,183  

Tobacco Settlement Financing Corp., Refunding RB:

   

Series A, 5.00%, 06/01/40

    1,000       1,031,620  

Series B, 4.50%, 06/01/45

    2,725       2,777,729  

Series B, 5.00%, 06/01/50

    2,000       2,090,120  
   

 

 

 
      7,879,652  
South Carolina — 1.9%  

South Carolina Jobs EDA, Refunding RB, Prisma Health Obligated Group, Series A, 5.00%, 05/01/38

    1,895       2,067,786  

South Carolina Jobs-Economic Development Authority, RB, Hilton Head Christian Academy, 5.00%, 01/01/55(a)

    755       586,862  

State of South Carolina Public Service Authority, RB, Series E, 5.00%, 12/01/48

    2,125       2,195,125  
   

 

 

 
      4,849,773  
Tennessee — 3.2%  

Chattanooga Health Educational & Housing Facility Board, RB, Catholic Health Initiatives, Series A, 5.25%, 01/01/23(b)

    2,945       3,262,883  

City of Johnson Health & Educational Facilities Board, RB, Mountain States Health, Series A, 5.00%, 08/15/42

    1,200       1,220,208  
 

 

 

SCHEDULES OF INVESTMENTS      17  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Investment Quality Municipal Trust, Inc. (BKN)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Tennessee (continued)  

County of Chattanooga-Hamilton Tennessee Hospital Authority, Refunding RB, Series A, 5.00%, 10/01/44

  $ 875     $ 879,699  

County of Nashville & Davidson Metropolitan Government Health & Educational Facilities Board, RB, Vanderbilt University Medical Center, Series A, 5.00%, 07/01/40

    1,075       1,164,332  

Greeneville Health & Educational Facilities Board, Refunding RB, Ballad Health Obligation Group, Series A, 4.00%, 07/01/40

    615       592,356  

Metropolitan Government of Nashville & Davidson County Health & Educational Facilities Board, RB, Vanderbilt University Medical Center, Series A, 5.00%, 07/01/46

    945       1,016,943  
   

 

 

 
      8,136,421  
Texas — 11.3%  

Brazos Higher Education Authority, Inc., RB, Subordinate, Student Loan Program, Series 1B (AMT), 3.00%, 04/01/40

    105       88,849  

Central Texas Turnpike System, RB, Series C:

   

5.00%, 08/15/37

    1,970       2,014,857  

5.00%, 08/15/42

    1,480       1,534,819  

County of Harris Texas-Houston Sports Authority, Refunding RB, CAB, Senior Lien, Series A (NPFGC) (AGM), 0.00%, 11/15/38(d)

    5,000       2,186,650  

County of Midland Texas Fresh Water Supply District No. 1, RB, CAB, City of Midland Project, Series A, 0.00%, 09/15/38(d)

    16,780       7,989,461  

County of Tarrant Texas Cultural Education Facilities Finance Corp., RB, Christus Health, Series B, 5.00%, 07/01/35

    440       502,181  

Leander ISD, GO, Refunding CAB, Series D (PSF-GTD)(d):

   

0.00%, 08/15/24(b)

    550       311,262  

0.00%, 08/15/35

    5,450       2,996,355  

North Texas Tollway Authority, Refunding RB, 4.25%, 01/01/49

    930       1,005,683  

Red River Texas Education Financing Corp., RB, Texas Christian University Project, 5.25%, 03/15/23(b)

    1,140       1,279,034  

Texas Department of Housing & Community Affairs, RB, S/F Housing Mortgage, Series A (Ginnie Mae), 4.25%, 09/01/43

    300       320,613  

Texas Municipal Gas Acquisition & Supply Corp. III, RB, Natural Gas Utility Improvements, 5.00%, 12/15/32

    2,080       2,154,110  

Texas Private Activity Bond Surface Transportation Corp., RB, Senior Lien, LBJ Infrastructure Group LLC, 7.00%, 06/30/40

    3,000       3,007,260  

Texas Transportation Commission, RB, First Tier Toll Revenue(d):

   

0.00%, 08/01/35

    420       213,910  

0.00%, 08/01/36

    235       113,684  

0.00%, 08/01/37

    305       140,035  

0.00%, 08/01/38

    315       136,874  

0.00%, 08/01/44

    1,370       428,358  

0.00%, 08/01/45

    1,800       534,222  

University of Texas System, Refunding RB, Series A, 3.50%, 08/15/50

    1,545       1,922,135  
   

 

 

 
      28,880,352  
Utah — 0.6%  

State of Utah Charter School Finance Authority, Refunding RB:

   

Mountainville Academy, 4.00%, 04/15/42

    600       622,896  

The Freedom Academy Foundation Project, 5.25%, 06/15/37(a)

    205       187,850  

The Freedom Academy Foundation Project, 5.38%, 06/15/48(a)

    260       226,652  

Utah Housing Corp., RB, S/F Housing, Class III, Series D-2 (FHA), 4.00%, 01/01/36

    435       471,601  
   

 

 

 
      1,508,999  
Security   Par
(000)
    Value  
Vermont — 0.2%  

Vermont Student Assistance Corp., RB, AMT, Series A, 4.25%, 06/15/32

  $ 455     $ 463,604  
   

 

 

 
Virginia — 2.1%  

Ballston Quarter Community Development Authority, Tax Allocation Bonds, Series A, 5.38%, 03/01/36

    780       719,293  

Tobacco Settlement Financing Corp., Refunding RB, Senior Series B-1, 5.00%, 06/01/47

    1,030       975,925  

Virginia Housing Development Authority, RB, Series E, 3.15%, 12/01/49

    1,515       1,473,050  

Virginia Small Business Financing Authority, RB, AMT:

   

Covanta Project, 5.00%, 01/01/48(a)(e)

    745       697,491  

Senior Lien, Elizabeth River Crossings OpCo LLC Project, 6.00%, 01/01/37

    1,440       1,484,395  
   

 

 

 
      5,350,154  
Washington — 0.3%  

Port of Seattle Washington, ARB, Series A, AMT, 5.00%, 05/01/43

    625       677,669  
   

 

 

 
West Virginia — 0.3%  

West Virginia Hospital Finance Authority, RB, Improvement, West Virginia University Health System Obligated Group, Series A, 4.00%, 06/01/51

    730       745,060  
   

 

 

 
Wisconsin — 0.7%  

Public Finance Authority, Refunding RB, National Gypsum Co., AMT, 4.00%, 08/01/35

    435       364,221  

WPPI Energy Power Supply Systems, Refunding RB, Series A, 5.00%, 07/01/37

    1,330       1,461,311  
   

 

 

 
      1,825,532  
   

 

 

 

Total Municipal Bonds — 131.7%
(Cost — $318,481,431)

 

    336,969,622  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts — 36.2%(j)

 

California — 0.5%  

Los Angeles California Unified School District, GO, Election of 2008, Series B-1, 5.25%, 07/01/42(k)

    1,182       1,401,321  
   

 

 

 
      1,401,321  
Colorado — 0.8%  

City & County of Denver Colorado Airport System Revenue, Refunding ARB, Subordinate System, Series A, AMT, 5.25%, 12/01/48(k)

    1,769       1,975,328  
   

 

 

 
Connecticut — 1.7%  

State of Connecticut Health & Educational Facility Authority, Refunding RB, Trinity Health Credit Group, 5.00%, 12/01/45

    3,902       4,228,630  
   

 

 

 
District of Columbia — 0.9%  

District of Columbia Housing Finance Agency, RB, M/F Housing, Series B-2 (FHA), 4.10%, 09/01/39

    2,102       2,283,164  
   

 

 

 
Florida — 1.7%  

County of Pinellas Florida School Board, COP, Master Lease Program, Series A, 5.00%, 07/01/41

    2,120       2,447,010  

Greater Orlando Aviation Authority, ARB, Series A, AMT, 4.00%, 10/01/49

    1,860       1,887,026  
   

 

 

 
      4,334,036  
Georgia — 0.6%  

Georgia Housing & Finance Authority, Refunding RB, S/F Mortgage Bonds, Series A, 3.70%, 06/01/49

    1,581       1,622,995  
   

 

 

 
Louisiana — 0.5%  

State of Louisiana Gasoline & Fuels Tax Revenue, Refunding RB, First Lien, Series A, 4.00%, 05/01/41

    1,200       1,276,320  
   

 

 

 
 

 

 

18    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Investment Quality Municipal Trust, Inc. (BKN)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Maine — 0.3%  

State of Maine Housing Authority, RB, M/F Housing, Series E, 4.15%, 11/15/38

  $ 719     $ 774,917  
   

 

 

 
Maryland — 1.2%  

State of Maryland Stadium Authority, RB, Construction and Revitalization Program, 5.00%, 05/01/42

    2,760       3,204,222  
   

 

 

 
Massachusetts — 1.4%  

Commonwealth of Massachusetts, GO, Series A, 5.00%, 01/01/46

    3,018       3,536,061  
   

 

 

 
Michigan — 2.0%  

Michigan Finance Authority, RB, Multi Model- McLaren Health Care, 4.00%, 02/15/47

    2,759       2,851,944  

State of Michigan Housing Development Authority, RB, M/F Housing, Series A, 4.05%, 10/01/48

    2,142       2,267,091  
   

 

 

 
      5,119,035  
Minnesota — 2.2%  

State of Minnesota, RB, Series A, 5.00%, 06/01/38

    5,000       5,521,749  
   

 

 

 
Nebraska — 0.7%  

Nebraska Investment Finance Authority, RB, S/F Housing, Series A (Ginnie Mae, Fannie Mae & Freddie Mac), 3.70%, 03/01/47

    1,665       1,745,190  
   

 

 

 
Nevada — 1.1%  

County of Clark Nevada, GOL, Stadium Improvement, Series A, 5.00%, 06/01/38

    2,311       2,749,950  
   

 

 

 
New Jersey — 1.8%  

New Jersey State Turnpike Authority, Refunding RB, Series G, 4.00%, 01/01/43

    1,606       1,698,932  

New Jersey Transportation Trust Fund Authority, RB, Transportation System, Series B, 5.25%, 06/15/36

    2,861       2,866,238  
   

 

 

 
      4,565,170  
New York — 9.9%  

City of New York, GO, Refunding, Fiscal 2015, Series B, 4.00%, 08/01/32

    1,600       1,707,408  

City of New York Housing Development Corp., Refunding RB, Sustainable Neighborhood Bonds, Series A, 4.15%, 11/01/38

    1,650       1,763,685  

City of New York Transitional Finance Authority, BARB, Series S-1, 4.00%, 07/15/42(k)

    2,145       2,198,389  

City of New York Water & Sewer System, Refunding RB, 2nd General Resolution, Fiscal 2013:

   

Series BB, 4.00%, 06/15/47

    6,000       6,194,100  

Series CC, 5.00%, 06/15/47

    4,000       4,421,541  

Hudson Yards Infrastructure Corp., RB, Senior-Fiscal 2012:

   

5.75%, 02/15/21(b)(k)

    1,083       1,121,569  

5.75%, 02/15/47(k)

    666       689,955  

New York Liberty Development Corp., ARB, 1 World Trade Center Port Authority Consolidated Bonds, 5.25%, 12/15/43

    4,500       4,718,793  

State of New York Thruway Authority, Refunding RB, Transportation, Personal Income Tax, Series A, 5.00%, 03/15/31

    2,360       2,467,663  
   

 

 

 
      25,283,103  
Ohio — 0.7%  

Northeast Ohio Regional Sewer District, Refunding RB, 4.00%, 11/15/49(k)

    1,800       1,913,058  
   

 

 

 
Pennsylvania — 1.4%  

Commonwealth of Pennsylvania, GO, 1st Series, 4.00%, 03/01/36(k)

    2,399       2,647,891  
Security   Par
(000)
    Value  
Pennsylvania (continued)  

Philadelphia Authority for Industrial Development, RB, Childrens Hospital of Philadelphia Project, Series A, 4.00%, 07/01/44

  $ 914     $ 944,344  
   

 

 

 
      3,592,235  
Rhode Island — 1.1%  

Rhode Island Housing & Mortgage Finance Corp., Refunding RB, S/F Housing, Home Ownership Opportunity Bonds, Series 69-B (Ginnie Mae, Fannie Mae & Freddie Mac):

   

3.55%, 10/01/33

    2,040       2,168,051  

3.95%, 10/01/43

    673       766,119  
   

 

 

 
      2,934,170  
Texas — 4.8%  

Aldine Independent School District, GO, Refunding (PSF-GTD), 5.00%, 02/15/42

    2,609       3,064,121  

City of Houston Texas Community College, GO, Limited Tax, 4.00%, 02/15/43

    2,160       2,253,182  

City of San Antonio Texas Electric & Gas Systems Revenue, RB, Junior Lien, 5.00%, 02/01/43

    2,380       2,589,273  

Howe Independent School District, GO, School Building (PSF-GTD), 4.00%, 08/15/43

    1,680       1,842,540  

San Antonio Public Facilities Corp., Refunding RB, Convention Center Refinancing and Expansion Project, 4.00%, 09/15/42

    1,409       1,463,485  

Texas Department of Housing & Community Affairs, RB, S/F Housing, Series A (Ginnie Mae):

   

3.63%, 09/01/44

    699       750,926  

3.75%, 09/01/49

    383       411,699  
   

 

 

 
      12,375,226  
Washington — 0.9%  

Washington Health Care Facilities Authority, Refunding RB, Multicare Health System, Series B, 4.13%, 08/15/43

    2,213       2,308,039  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 36.2%
(Cost — $89,828,960)

 

    92,743,919  
   

 

 

 

Total Long-Term Investments — 167.9%
(Cost — $408,310,391)

 

    429,713,541  
   

 

 

 
     Shares         
Short-Term Securities — 1.6%  

BlackRock Liquidity Funds, MuniCash, Institutional Class, 0.15%(l)(m)

    4,003,098       4,003,899  
   

 

 

 

Total Short-Term Securities — 1.6%
(Cost — $4,003,373)

 

    4,003,899  
   

 

 

 

Total Investments — 169.5%
(Cost — $412,313,764)

 

    433,717,440  

Other Assets Less Liabilities — 1.7%

 

    4,441,813  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (22.0)%

 

    (56,374,971

VMTP Shares, at Liquidation Value — (49.2)%

 

    (125,900,000
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $ 255,884,282  
   

 

 

 

 

(a) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(b) 

U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

 

 

 

SCHEDULES OF INVESTMENTS      19  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Investment Quality Municipal Trust, Inc. (BKN)

 

(c) 

Step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate as of period end.

(d) 

Zero-coupon bond.

(e) 

Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.

(f) 

Non-income producing security.

(g) 

Issuer filed for bankruptcy and/or is in default.

(h) 

When-issued security.

(i) 

Security is collateralized by municipal bonds or U.S. Treasury obligations.

(j) 

Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Trust. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

(k) 

All or a portion of the security is subject to a recourse agreement. The aggregate maximum potential amount the Trust could ultimately be required to pay under the agreements, which expire between August 15, 2020 to June 01, 2026, is $7,331,721. See Note 4 of the Notes to Financial Statements for details.

(l) 

Annualized 7-day yield as of period end.

 
(m) 

Investments in issuers considered to be an affiliate/affiliates of the Trust during the year ended April 30, 2020 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended were as follows:

 

Affiliated Issuer    Shares
Held at
04/30/19
     Shares
Purchased
     Shares
Sold
     Shares
Held at
04/30/20
     Value at
04/30/20
     Income      Net
Realized
Gain (Loss)
 (a)
     Change in
Unrealized
Appreciation
(Depreciation)
 

BlackRock Liquidity Funds, MuniCash, Institutional Class

     903,538        3,099,560 (b)              4,003,098      $ 4,003,899      $ 14,579      $ 3,034      $ 526  
              

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Includes net capital gain distributions, if applicable.

 
  (b) 

Represents net shares purchased(sold).

 

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended April 30, 2020, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

      Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

Net Realized Gain (Loss) from:

                    

Futures contracts

   $      $      $      $      $ (4,804,290    $      $ (4,804,290
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

                    

Futures contracts

   $      $      $      $      $ 165,984      $      $ 165,984  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts:

        

Average notional value of contracts — long

   $ (a) 

Average notional value of contracts — short

     16,068,395  

 

  (a)

Derivative not held at any quarter-end. The risk exposure table serves as an indicator of activity during the period.

 

For more information about the Trust’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

 

 

20    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Investment Quality Municipal Trust, Inc. (BKN)

 

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments. For information about the Trust’s policy regarding valuation of investments, refer to the Notes to Financial Statements.

The following tables summarize the Trust’s investments categorized in the disclosure hierarchy:

 

      Level 1        Level 2        Level 3        Total  

Assets:

                 

Investments:

                 

Long-Term Investments(a)

   $        $ 429,713,541        $        $ 429,713,541  

Short-Term Securities

     4,003,899                            4,003,899  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 4,003,899        $ 429,713,541        $        $ 433,717,440  
  

 

 

      

 

 

      

 

 

      

 

 

 

 

  (a) 

See above Schedule of Investments for values in each state or political subdivision.

 

The Trust may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, such assets and/or liabilities are categorized within the disclosure hierarchy as follows:

 

      Level 1        Level 2        Level 3        Total  

Liabilities:

                 

TOB Trust Certificates

   $        $ (56,112,087      $        $ (56,112,087

VMTP Shares at Liquidation Value

              (125,900,000                 (125,900,000
  

 

 

      

 

 

      

 

 

      

 

 

 
   $        $ (182,012,087      $        $ (182,012,087
  

 

 

      

 

 

      

 

 

      

 

 

 

See notes to financial statements.

 

 

SCHEDULES OF INVESTMENTS      21  


Schedule of Investments

April 30, 2020

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  

Municipal Bonds — 130.5%

   
Alabama — 1.9%  

County of Jefferson Alabama Sewer, Refunding RB, Sub-Lien, Series D, 6.00%, 10/01/42

  $ 1,655     $ 1,865,086  

County of Tuscaloosa IDA, Refunding RB, Hunt Refining Project, Series A(a):

   

4.50%, 05/01/32

    180       165,541  

5.25%, 05/01/44

    230       220,618  

Madison Water & Wastewater Board, RB, 3.00%, 12/01/50

    615       609,256  
   

 

 

 
      2,860,501  
Alaska — 0.7%  

Northern Tobacco Securitization Corp., Refunding RB, Tobacco Settlement, Asset-Backed, Series A, 5.00%, 06/01/46

    1,045       1,023,640  
   

 

 

 
Arizona — 3.7%  

Arizona IDA, RB, Doral Academy of Nevada — Fire Mesa & Red Rock Campus Projects, Series A, 5.00%, 07/15/39(a)

    250       230,305  

Arizona IDA, Refunding RB, Series A(a):

   

Basis Schools, Inc. Projects, 5.13%, 07/01/37

    360       337,392  

Basis Schools, Inc. Projects, 5.38%, 07/01/50

    925       842,934  

Odyssey Preparatory Academy Project, 5.50%, 07/01/52

    855       756,410  

Arizona Industrial Development Authority, Refunding RB, Series G, 5.00%, 07/01/47(a)

    135       117,450  

City of Phoenix Arizona IDA, RB, Series A:

   

Facility, Eagle College Preparatory Project, 5.00%, 07/01/33

    870       809,056  

Legacy Traditional Schools Projects, 5.00%, 07/01/46(a)

    1,255       1,145,237  

City of Phoenix Arizona IDA, Refunding RB, Basis Schools, Inc. Projects, Series A,
5.00%, 07/01/35(a)

    125       117,669  

County of Maricopa IDA, Refunding RB, Honor health, Series A, 4.13%, 09/01/38

    375       395,074  

Salt Verde Financial Corp., RB, Senior, 5.00%, 12/01/37

    725       894,643  
   

 

 

 
      5,646,170  
Arkansas — 0.5%  

Arkansas Development Finance Authority, RB, Big River Steel Project, AMT, 4.50%, 09/01/49(a)

    925       789,904  
   

 

 

 
California — 5.9%  

California Municipal Finance Authority, RB, Senior, Caritas Affordable Housing, Inc. Projects, S/F Housing, Series A:

   

5.25%, 08/15/39

    70       75,603  

5.25%, 08/15/49

    175       185,451  

City & County of San Francisco California Redevelopment Agency, Tax Allocation Bonds, Mission Bay South Redevelopment Project, Series D, 0.00%, 08/01/31(a)(b)

    1,265       708,640  

City of Los Angeles California Department of Airports, Refunding ARB, Los Angeles International Airport, Senior, Series A, 5.00%, 05/15/40

    800       801,472  

City of Stockton California Public Financing Authority, RB, Delta Water Supply Project, Series A, 6.25%, 10/01/23(c)

    165       194,916  

County of California Tobacco Securitization Agency, Refunding RB, Golden Gate Tobacco Funding Corp., Series A, 5.00%, 06/01/47

    140       134,420  

County of Los Angeles California Tobacco Securitization Agency, RB, Asset-Backed, Los Angeles County Securitization Corp.(d):

   

5.70%, 06/01/46

    1,000       999,990  

5.60%, 06/01/36

    2,000       1,999,980  

Golden State Tobacco Securitization Corp., Refunding RB, Series A-2, 5.00%, 06/01/47

    535       521,935  

San Marcos Unified School District, GO, CAB, SAN, Election of 2010, Series B, 0.00%, 08/01/38(b)

    3,725       2,174,618  

State of California, GO, Refunding, Various Purposes, 4.00%, 03/01/40

    655       731,805  
Security   Par
(000)
    Value  
California (continued)  

State of California Public Works Board, LRB, Various Capital Projects, Series I, 5.00%, 11/01/38

  $ 355     $ 386,414  
   

 

 

 
      8,915,244  
Colorado — 1.8%  

Centerra Metropolitan District No. 1, Tax Allocation Bonds, 5.00%, 12/01/47(a)

    275       229,119  

Denver Convention Center Hotel Authority, Refunding RB, 5.00%, 12/01/40

    1,550       1,549,969  

Table Mountain Metropolitan District, GO, Series A, 5.25%, 12/01/45

    991       925,901  
   

 

 

 
      2,704,989  
Connecticut — 0.6%  

Mohegan Tribe of Indians of Connecticut, Refunding RB, Public Improvement, Priority Distribution, Series C, 6.25%, 02/01/30(a)

    860       889,231  
   

 

 

 
Delaware — 2.3%  

County of Sussex Delaware, RB, NRG Energy, Inc., Indian River Power LLC Project, 6.00%, 10/01/40

    750       758,617  

State of Delaware EDA, RB, Exempt Facilities, Indian River Power LLC Project, 5.38%, 10/01/45

    2,670       2,670,561  
   

 

 

 
      3,429,178  
District of Columbia — 1.3%  

District of Columbia, Refunding RB, Kipp Charter School, Series A, 6.00%, 07/01/23(c)

    260       299,047  

District of Columbia, Tax Allocation Bonds, City Market at O Street Project, 5.13%, 06/01/41

    750       777,667  

Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Subordinate, Dulles Metrorail and Capital Improvement Projects, 4.00%, 10/01/49

    870       823,542  
   

 

 

 
      1,900,256  
Florida — 5.8%  

Capital Region Community Development District, Refunding, Special Assessment, Capital Improvement:

   

Revenue Bond, Series A-1, 5.13%, 05/01/39

    210       188,057  

Series A-2, 4.60%, 05/01/31

    515       474,181  

Capital Trust Agency, Inc., RB, Paragon Academy of Technology and Sunshine, Series A, 5.75%, 06/01/54(a)

    450       372,991  

County of Charlotte Florida IDA, RB, Town & Country Utilities Project, AMT(a):

   

5.00%, 10/01/34

    120       114,550  

5.00%, 10/01/49

    560       483,286  

County of Osceola Florida Transportation Revenue, Refunding RB, Series A-2(b):

   

0.00%, 10/01/46

    775       260,276  

0.00%, 10/01/47

    745       239,666  

0.00%, 10/01/48

    525       161,653  

0.00%, 10/01/49

    435       128,086  

Florida Development Finance Corp., RB, Solid Waste Disposal Facility, Waste Pro USA, Inc. Project, AMT, 5.00%, 08/01/29(a)(e)

    740       739,660  

Lakewood Ranch Stewardship District, Special Assessment Bonds, Northeast Sector Project — Phase 1B, Village of Lakewood Ranch Sector Projects:

   

5.30%, 05/01/39

    310       323,401  

4.75%, 05/01/29

    270       266,863  

5.45%, 05/01/48

    550       572,797  

Lakewood Ranch Stewardship District Special Assessment Bonds:

   

4.00%, 05/01/21

    54       53,929  

4.25%, 05/01/26

    100       101,090  

5.13%, 05/01/46

    380       341,153  
 

 

 

22    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Florida (continued)  

Mid-Bay Florida Bridge Authority, RB, Springing Lien, Series A, 7.25%, 10/01/21(c)

  $ 1,080     $ 1,175,224  

Tolomato Community Development District, Refunding, Special Assessment Bonds(d):

   

Convertible CAB, Series A4, 0.00%, 05/01/40

    120       98,567  

Series 2015-2, 0.00%, 05/01/40

    310       177,078  

Tolomato Community Development District(f)(g):

   

Series 1, 0.00%, 05/01/40(d)

    505       378,063  

Series 3, 6.61%, 05/01/40

    340       3  

Series 3, 6.65%, 05/01/40

    275       3  

Trout Creek Community Development District, Special Assessment Bonds:

   

5.50%, 05/01/49

    570       577,792  

5.00%, 05/01/28

    160       165,168  

Village Community Development District No. 10, Special Assessment Bonds, 5.13%, 05/01/43

    765       777,990  

West Villages Improvement District, Special Assessment Bonds:

   

4.75%, 05/01/39

    220       201,280  

5.00%, 05/01/50

    450       395,212  
   

 

 

 
      8,768,019  
Georgia — 2.9%  

County of Gainesville Georgia & Hall Hospital Authority, Refunding RB, Northeast Georgia Health System, Inc. Project, Series A (GTD), 5.50%, 08/15/54

    240       262,318  

Main Street Natural Gas, Inc., RB, Series A, 5.00%, 05/15/49

    1,270       1,474,661  

Municipal Electric Authority of Georgia, RB, Plant Vogtle Units 3 & 4 Project:

   

4.00%, 01/01/49

    865       832,242  

4.00%, 01/01/59

    1,640       1,523,494  

Municipal Electric Authority of Georgia, Refunding RB, Series A, 4.00%, 01/01/49

    320       307,882  
   

 

 

 
      4,400,597  
Illinois — 10.5%  

Chicago Board of Education, GO, Series D:

   

Dedicated Revenues, Series H, 5.00%, 12/01/36

    935       901,284  

Project, Series C, 5.25%, 12/01/35

    795       787,503  

Chicago Board of Education, GO, Refunding:

   

Dedicated Revenues, Series C, 5.00%, 12/01/27

    415       420,150  

Dedicated Revenues, Series C, 5.00%, 12/01/34

    940       912,514  

Dedicated Revenues, Series F, 5.00%, 12/01/22

    325       330,886  

Series C, 5.00%, 12/01/25

    350       357,227  

Chicago Board of Education, GO:

   

5.00%, 12/01/46

    290       261,032  

5.00%, 12/01/46

    745       644,365  

City of Chicago Illinois, GO, Refunding, Series A, 6.00%, 01/01/38

    595       609,518  

City of Chicago Illinois O’Hare International Airport, GARB, 3rd Lien, Series A, 5.75%, 01/01/39

    400       408,132  

City of Chicago Illinois Transit Authority, RB, Sales Tax Receipts, 5.25%, 12/01/40

    360       378,529  

County of Cook Illinois Community College District No. 508, GO, City College of Chicago, 5.50%, 12/01/38

    350       354,704  

Illinois Finance Authority, Refunding RB, Presence Health Network, Series C, 5.00%, 02/15/41

    1,500       1,691,205  

Metropolitan Pier & Exposition Authority, RB, Series A, McCormick Place Expansion Project:

   

Bonds, 5.00%, 06/15/57

    555       494,239  

5.50%, 06/15/53

    200       194,454  

Metropolitan Pier & Exposition Authority, Refunding RB:

   

McCormick Place Expansion Project, 4.00%, 06/15/50

    570       474,645  

McCormick Place Expansion Project, Series B (AGM), 5.00%, 06/15/50

    1,790       1,794,296  
Security   Par
(000)
    Value  
Illinois (continued)  

McCormick Place Expansion Project, Series B-2, 5.00%, 06/15/50

  $ 1,400     $ 1,400,042  

McCormik Place Expansion Project, Series B, 5.00%, 06/15/52

    225       203,913  

State of Illinois, GO:

   

5.00%, 05/01/27

    500       491,785  

5.00%, 01/01/28

    1,005       984,910  

5.00%, 03/01/37

    755       675,378  

Series A, 5.00%, 01/01/33

    555       516,028  

University of Illinois, RB, Auxiliary Facilities System, Series A, 5.00%, 04/01/44

    475       491,872  
   

 

 

 
      15,778,611  
Indiana — 5.6%  

City of Valparaiso Indiana, RB, Exempt Facilities, Pratt Paper LLC Project, AMT:

   

6.75%, 01/01/34

    365       381,921  

7.00%, 01/01/44

    885       927,392  

City of Vincennes Indiana, Refunding RB, Southwest Indiana Regional Youth Village Project, 6.25%, 01/01/29(a)

    960       960,653  

County of Allen Indiana, RB, Story Point Fort Wayne Project, Series A-1(a):

   

6.63%, 01/15/34

    135       133,458  

6.75%, 01/15/43

    200       191,456  

6.88%, 01/15/52

    560       529,810  

Indiana Finance Authority, RB, Series A:

   

CWA Authority Project, 1st Lien, 5.25%, 10/01/38

    1,285       1,352,861  

Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/44

    160       163,749  

Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/48

    520       533,728  

Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.25%, 01/01/51

    2,190       2,243,699  

Indianapolis Local Public Improvement Bond Bank, RB, Series A, 5.00%, 01/15/40

    445       485,250  

Town of Chesterton Indiana, RB, Story Point Chesterton Project, Series A-1, 6.38%, 01/15/51(a)

    560       497,017  
   

 

 

 
      8,400,994  
Iowa — 1.7%  

Iowa Finance Authority, Refunding RB, Iowa Fertilizer Co. Project:

   

Series B, 5.25%, 12/01/50(e)

    825       786,605  

Midwestern Disaster Area, 5.25%, 12/01/25

    660       656,746  

Iowa Student Loan Liquidity Corp., Refunding RB, AMT, Series B, 3.00%, 12/01/39

    1,175       1,105,839  
   

 

 

 
      2,549,190  
Kentucky — 0.7%  

Kentucky Economic Development Finance Authority, RB, Catholic Health Initiatives, Series A, 5.25%, 01/01/23(c)

    460       506,326  

Kentucky Public Transportation Infrastructure Authority, RB, Downtown Crossing Project, Convertible CAB, 1st Tier, Series C, 0.00%, 07/01/43(d)

    565       527,925  
   

 

 

 
      1,034,251  
Louisiana — 2.7%  

Louisiana Local Government Environmental Facilities & Community Development Authority, RB:

   

S/F Housing, University of Louisiana Monroe Project, 5.00%, 07/01/54(a)

    445       382,446  

Westlake Chemical Corp. Project, Series A-1, 6.50%, 11/01/35

    1,135       1,149,267  

Tobacco Settlement Financing Corp., Refunding RB, Asset-Backed, Series A:

   

5.50%, 05/15/30

    350       350,490  
 

 

 

SCHEDULES OF INVESTMENTS      23  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Louisiana (continued)  

5.25%, 05/15/31

  $ 300     $ 308,046  

5.25%, 05/15/32

    380       399,145  

5.25%, 05/15/33

    415       435,667  

5.25%, 05/15/35

    945       1,001,917  
   

 

 

 
      4,026,978  
Maine — 0.7%  

Maine Health & Higher Educational Facilities Authority, RB, Maine General Medical Center, 6.75%, 07/01/41

    970       993,464  
   

 

 

 
Maryland — 1.2%  

Maryland EDC, Refunding RB, CNX Marine Terminal, Inc., 5.75%, 09/01/25

    645       648,721  

Maryland Health & Higher Educational Facilities Authority, RB, Legends Charter School Project, 7.00%, 03/01/55(a)

    1,480       1,155,377  
   

 

 

 
      1,804,098  
Massachusetts — 2.8%  

Massachusetts Development Finance Agency, RB:

   

Emerson College Issue, Series A, 5.00%, 01/01/47

    860       896,670  

North Hill Communities Issue, Series A,
6.50%, 11/15/23(a)(c)

    1,000       1,195,590  

UMass Boston Student Housing Project, 5.00%, 10/01/48

    945       941,929  

Massachusetts Development Finance Agency, Refunding RB, Emmanuel College Issue, Series A, 5.00%, 10/01/35

    500       548,050  

Massachusetts HFA, Refunding RB, Series A, AMT, 4.45%, 12/01/42

    625       645,038  
   

 

 

 
      4,227,277  
Michigan — 2.4%  

City of Detroit Michigan, GO:

   

5.00%, 04/01/34

    140       139,608  

5.00%, 04/01/35

    140       139,440  

5.00%, 04/01/36

    95       94,405  

5.00%, 04/01/37

    155       153,752  

5.00%, 04/01/38

    70       69,266  

City of Detroit Michigan Sewage Disposal System, Refunding RB, Senior Lien, Series A, 5.25%, 07/01/39

    1,970       2,091,884  

Michigan Finance Authority, Refunding RB, Detroit Water & Sewage Department Project, Senior Lien, Series C-1, 5.00%, 07/01/44

    410       425,847  

Michigan Strategic Fund, RB, I-75 Improvement Projects, AMT, 5.00%, 06/30/48

    500       503,505  
   

 

 

 
      3,617,707  
Minnesota — 2.2%  

Duluth Economic Development Authority, Refunding RB, Essentia Health Obligated Group, Series A:

   

4.25%, 02/15/48

    1,940       1,970,710  

5.25%, 02/15/58

    655       712,968  

Housing & Redevelopment Authority of The City of State Paul Minnesota, Refunding RB, Hmong College Academy Project, Series A, 5.50%, 09/01/36

    690       684,521  
   

 

 

 
      3,368,199  
Missouri — 0.6%  

Bi-State Development Agency of the Missouri-Illinois Metropolitan District, Refunding RB, Combined Lien, Series A, 5.00%, 10/01/44

    85       91,520  

City of St. Louis Missouri IDA, Refunding RB, BallPark Village Development Project, Series A:

   

4.38%, 11/15/35

    330       310,467  

4.75%, 11/15/47

    365       330,289  

State of Missouri Health & Educational Facilities Authority, Refunding RB, St. Louis College of Pharmacy Project, 5.50%, 05/01/43

    115       120,250  
   

 

 

 
      852,526  
Security   Par
(000)
    Value  
Nebraska — 0.2%  

Central Plains Nebraska Energy Project, RB, Gas Project No. 3, 5.25%, 09/01/37

  $ 285     $ 303,400  
   

 

 

 
New Jersey — 10.6%  

Casino Reinvestment Development Authority, Inc., Refunding RB:

   

5.25%, 11/01/39

    475       457,093  

5.25%, 11/01/44

    1,160       1,078,359  

County of Essex New Jersey Improvement Authority, RB, AMT, 5.25%, 07/01/45(a)

    505       506,202  

New Jersey EDA, ARB, Continental Airlines, Inc. Project, 5.13%, 09/15/23

    1,410       1,401,822  

New Jersey EDA, RB, School Facilities Construction, Series EEE, 5.00%, 06/15/43

    195       189,170  

New Jersey EDA, Refunding RB, Series BBB, 5.50%, 06/15/31

    1,225       1,274,416  

New Jersey EDA, Refunding, Special Assessment Bonds, Kapkowski Road Landfill Project, 5.75%, 04/01/31

    785       765,304  

New Jersey Higher Education Student Assistance Authority, Refunding RB, Sub-Series C, AMT, 3.63%, 12/01/49

    645       586,163  

New Jersey Transportation Trust Fund Authority, RB:

   

Transportation Program Bonds, Series S, 5.25%, 06/15/43

    2,535       2,540,552  

Transportation Program, Series AA, 5.00%, 06/15/45

    585       562,881  

Transportation System, Series B, 5.25%, 06/15/36

    845       846,648  

New Jersey Turnpike Authority, RB, Series A, 4.00%, 01/01/48

    245       255,209  

Tobacco Settlement Financing Corp., Refunding RB:

   

Series A, 5.00%, 06/01/35

    730       815,658  

Series A, 5.25%, 06/01/46

    1,700       1,811,656  

Sub-Series B, 5.00%, 06/01/46

    2,825       2,840,029  
   

 

 

 
      15,931,162  
New York — 25.0%  

City of New York, GO, Multi Modal, Series D-1, 4.00%, 03/01/44

    615       660,264  

City of New York Water & Sewer System, Refunding RB, 2nd General Resolution, Series HH, 5.00%, 06/15/31

    2,830       2,943,398  

Counties of New York Tobacco Trust IV, Refunding RB, Settlement Pass-Through Turbo, Series A:

   

6.25%, 06/01/41(a)

    900       897,750  

5.00%, 06/01/42

    1,505       1,456,479  

5.00%, 06/01/45

    555       522,211  

Counties of New York Tobacco Trust VI, Refunding RB, Tobacco Settlement Pass-Through, Series A-2B, 5.00%, 06/01/51

    1,000       873,730  

Erie Tobacco Asset Securitization Corp., Refunding RB, Asset-Backed, Series A, 5.00%, 06/01/45

    910       831,822  

Hudson Yards Infrastructure Corp., RB, Senior, Fiscal 2012:

   

5.75%, 02/15/21(c)

    4,030       4,186,928  

5.75%, 02/15/47

    2,480       2,552,639  

Metropolitan Transportation Authority, RB, Series B:

   

5.25%, 11/15/38

    1,125       1,166,963  

5.25%, 11/15/39

    400       414,600  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB, Series B-1, 4.00%, 11/01/45

    5,000       5,355,300  

New York Liberty Development Corp., RB, World Trade Center Port Authority Consolidated, 5.25%, 12/15/43

    6,140       6,438,711  

New York Liberty Development Corp., Refunding RB:

   

3 World Trade Center Project, Class 1, 5.00%, 11/15/44(a)

    2,355       2,170,580  

3 World Trade Center Project, Class 2, 5.15%, 11/15/34(a)

    160       153,366  

3 World Trade Center Project, Class 2, 5.38%, 11/15/40(a)

    395       388,336  

4 World Trade Center Project, 5.75%, 11/15/51

    2,220       2,315,393  

New York Transportation Development Corp., ARB, LaGuardia Airport Terminal B Redevelopment Project, Series A, AMT, 5.25%, 01/01/50

    1,000       1,019,500  
 

 

 

24    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
New York (continued)  

Port Authority of New York & New Jersey, ARB, Special Project, JFK International Air Terminal LLC Project, Series 8, 6.00%, 12/01/42

  $ 730     $ 734,424  

State of New York Dormitory Authority, Refunding RB, Orange Regional Medical Center, 5.00%, 12/01/33(a)

    410       441,160  

State of New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/60(h)

    565       595,742  

Westchester Tobacco Asset Securitization Corp., Refunding RB, Tobacco Settlement Bonds, Sub-Series C, 4.00%, 06/01/42

    1,690       1,430,585  
   

 

 

 
      37,549,881  
North Carolina — 0.4%  

North Carolina Medical Care Commission, Refunding RB, 1st Mortgage, Retirement Facilities Whitestone Project, Series A, 7.75%, 03/01/21(c)

    260       274,745  

North Carolina Turnpike Authority, RB, Senior Lien, Triangle Express Way System (AGM), 4.00%, 01/01/55

    320       326,774  
   

 

 

 
      601,519  
Ohio — 4.7%  

Buckeye Tobacco Settlement Financing Authority, Refunding RB, Senior, Class 2, Series B-2, 5.00%, 06/01/55

    6,070       5,370,008  

Ohio Air Quality Development Authority, RB, AMG Vanadium Project, AMT, 5.00%, 07/01/49(a)

    400       363,416  

State of Ohio, RB, Portsmouth Bypass Project, AMT, 5.00%, 06/30/53

    1,220       1,338,523  
   

 

 

 
      7,071,947  
Oklahoma — 2.5%  

Oklahoma Development Finance Authority, RB, OU Medicine Project, Series B:

   

5.00%, 08/15/38

    1,450       1,474,621  

5.25%, 08/15/43

    1,305       1,342,493  

Tulsa County Industrial Authority, Refunding RB, Montereau, Inc. Project, 5.25%, 11/15/45

    925       886,113  
   

 

 

 
      3,703,227  
Oregon — 0.2%  

County of Clackamas Oregon School District No. 12 North Clackamas, GO, CAB, Series A, 0.00%, 06/15/38(b)

    625       316,050  
   

 

 

 
Pennsylvania — 2.2%  

Allentown Neighborhood Improvement Zone Development Authority, RB, City Center Project, 5.00%, 05/01/42(a)

    470       451,811  

City of Philadelphia Pennsylvania Hospitals & Higher Education Facilities Authority, RB, Temple University Health System, Series A, 5.63%, 07/01/42

    300       310,479  

Pennsylvania Economic Development Financing Authority, RB, Pennsylvania Rapid Bridge Replacement, 5.00%, 12/31/38

    465       470,357  

Pennsylvania Economic Development Financing Authority, Refunding RB, National Gypsum Co., AMT, 5.50%, 11/01/44

    720       617,846  

Pennsylvania Higher Educational Facilities Authority, RB, University of Pennsylvania Health System Obligation, 4.00%, 08/15/44

    805       850,982  

Pennsylvania Turnpike Commission, RB, Series A, 5.00%, 12/01/44

    520       559,785  
   

 

 

 
      3,261,260  
Puerto Rico — 6.2%  

Children’s Trust Fund, Refunding RB, Tobacco Settlement Asset-Backed Bonds, 5.63%, 05/15/43

    820       807,782  

Commonwealth of Puerto Rico Aqueduct & Sewer Authority, RB, Senior Lien, Series A, 5.25%, 07/01/42

    2,125       1,997,458  

Commonwealth of Puerto Rico Aqueduct & Sewer Authority, Refunding RB, Senior Lien, Series A:

   

6.00%, 07/01/38

    395       391,729  
Security   Par
(000)
    Value  
Puerto Rico (continued)  

6.00%, 07/01/44

  $ 715     $ 714,871  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, Restructured:

   

Series A-1, 4.75%, 07/01/53

    1,374       1,237,741  

Series A-1, 5.00%, 07/01/58

    2,589       2,418,178  

Series A-2, 4.33%, 07/01/40

    851       760,028  

Series A-2, 4.78%, 07/01/58

    1,038       934,397  

Series A-2, 4.33%, 07/01/40

    72       64,055  
   

 

 

 
      9,326,239  
Rhode Island — 2.5%  

Tobacco Settlement Financing Corp., Refunding RB:

   

Series A, 5.00%, 06/01/40

    420       433,280  

Series B, 4.50%, 06/01/45

    1,875       1,911,281  

Series B, 5.00%, 06/01/50

    1,360       1,421,282  
   

 

 

 
      3,765,843  
South Carolina — 3.3%  

South Carolina Jobs-Economic Development Authority, RB, The Woodlands at Furman Project, Series A, 5.00%, 11/15/54

    165       137,932  

State of South Carolina Jobs EDA, Refunding RB, Prisma Health Obligated Group, Series A, 5.00%, 05/01/43

    1,110       1,199,233  

State of South Carolina Public Service Authority, RB:

   

Santee Cooper, Series A, 5.50%, 12/01/54

    1,840       1,942,009  

Series E, 5.00%, 12/01/48

    420       433,860  

Series E, 5.50%, 12/01/53

    750       788,295  

State of South Carolina Public Service Authority, Refunding RB, Series E, 5.25%, 12/01/55

    430       455,284  
   

 

 

 
      4,956,613  
Tennessee — 1.8%  

County of Memphis-Shelby Tennessee Industrial Development Board, Refunding, Tax Allocation Bonds, Senior Tax Increment, Graceland Project, Series A:

   

5.50%, 07/01/37

    490       455,940  

5.63%, 01/01/46

    570       515,018  

County of Nashville & Davidson Metropolitan Government Health & Educational Facilities Board, Refunding RB, Lipscomb University Project, Series A:

   

4.00%, 10/01/49

    290       270,448  

5.25%, 10/01/58

    1,430       1,524,423  
   

 

 

 
      2,765,829  
Texas — 7.3%  

Brazos Higher Education Authority, Inc., RB, Subordinate, Student Loan Program, Series 1B (AMT), 3.00%, 04/01/40

    285       241,161  

Central Texas Regional Mobility Authority, Refunding RB, Senior Lien, 6.25%, 01/01/21(c)

    730       756,543  

County of Brazoria Industrial Development Corp., RB, Gladieux Metals Recycling, AMT, 7.00%, 03/01/39

    325       322,511  

County of Harris Texas Cultural Education Facilities Finance Corp., RB, 1st Mortgage, Brazos Presbyterian Homes, Inc. Project, Series B, 7.00%, 01/01/23(c)

    210       243,260  

County of Midland Texas Fresh Water Supply District No. 1, RB, CAB, City of Midland Projects, Series A,
0.00%, 09/15/37(b)

    5,200       2,612,428  

Harris County-Houston Sports Authority, Refunding RB, CAB, Series A (AGM) (NPFGC), 0.00%, 11/15/34(b)

    3,000       1,732,800  

Mission EDC, Refunding RB, Senior Lien, NatGasoline Project, AMT, 4.63%, 10/01/31(a)

    430       422,565  

Newark Higher Education Finance Corp., RB,
Series A(a):

   

5.50%, 08/15/35

    135       143,690  

5.75%, 08/15/45

    275       290,032  

North Texas Tollway Authority, Refunding RB, 4.25%, 01/01/49

    1,890       2,043,808  
 

 

 

SCHEDULES OF INVESTMENTS      25  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Texas (continued)  

Texas Private Activity Bond Surface Transportation Corp., RB, Senior Lien:

   

Blueridge Transportation Group, AMT, 5.00%, 12/31/55

  $ 1,025     $ 969,209  

LBJ Infrastructure Group LLC, 7.00%, 06/30/40

    500       501,210  

Texas Transportation Commission, RB, First Tier Toll Revenue, 0.00%, 08/01/43(b)

    2,205       728,311  
   

 

 

 
      11,007,528  
Virginia — 2.8%  

Ballston Quarter Community Development Authority, Tax Allocation Bonds, Series A:

   

5.00%, 03/01/26

    260       257,093  

5.13%, 03/01/31

    510       489,049  

Norfolk Redevelopment & Housing Authority, RB, Fort Norfolk Retirement Community, Inc. — Harbor’s Edge Project, Series A:

   

5.00%, 01/01/34

    235       231,118  

5.00%, 01/01/49

    455       411,006  

Tobacco Settlement Financing Corp., Refunding RB, Senior Series B-1, 5.00%, 06/01/47

    1,025       971,188  

Virginia College Building Authority, RB, Green Bond, Marymount University Project, Series B, 5.00%, 07/01/45(a)

    240       208,246  

Virginia Small Business Financing Authority, RB, Senior Lien, Elizabeth River Crossings OpCo LLC Project, AMT, 6.00%, 01/01/37

    1,540       1,587,478  
   

 

 

 
      4,155,178  
Washington — 1.0%  

Port of Seattle Washington, RB, Intermediate Lien, Series C, AMT, 5.00%, 04/01/40

    350       371,168  

Washington Health Care Facilities Authority, RB, Catholic Health Initiatives, Series A, 5.75%, 01/01/45

    1,020       1,093,440  
   

 

 

 
      1,464,608  
Wisconsin — 1.3%  

Public Finance Authority, RB(a):

   

Alabama Proton Therapy Center, Series A, 6.25%, 10/01/31

    290       286,981  

Alabama Proton Therapy Center, Series A, 7.00%, 10/01/47

    290       279,864  

Minnesota College of Osteopathic Medicine, Series A-1, 5.50%, 12/01/48(f)(g)

    10       7,119  

Public Finance Authority, Refunding RB, Wingate University, Series A, 5.25%, 10/01/48

    695       743,838  

Wisconsin Health & Educational Facilities Authority, RB, ST. Camillus Health System:

   

5.00%, 11/01/39

    210       182,868  

5.00%, 11/01/46

    230       190,270  

5.00%, 11/01/54

    380       303,324  
   

 

 

 
      1,994,264  
   

 

 

 

Total Municipal Bonds — 130.5%
(Cost — $197,033,853)

 

    196,155,572  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts (i) — 41.9%

 

California — 2.3%

   

City of Los Angeles California Department of Airports, ARB, Los Angeles International Airport, Series B, AMT, 5.00%, 05/15/46

    2,700       2,916,216  

Sacramento Area Flood Control Agency, Refunding, Consolidated Capital Assessment District No. 2 Bonds, 5.00%, 10/01/47

    495       571,450  
   

 

 

 
      3,487,666  
Colorado — 1.2%  

Colorado Health Facilities Authority, Refunding RB, Common spirit Health, Series A, 4.00%, 08/01/49(j)

    1,810       1,744,949  
   

 

 

 
Security   Par
(000)
    Value  
Florida — 1.5%  

Escambia County Health Facilities Authority, Refunding RB, Health Care Facilities Revenue Bonds, 4.00%, 08/15/45(j)

  $ 2,321     $ 2,270,889  
   

 

 

 
Georgia — 0.7%  

County of Dalton Whitfield Joint Development Authority, RB, Hamilton Health Care System Obligation, 4.00%, 08/15/48

    1,025       1,057,154  
   

 

 

 
Idaho — 1.5%  

Idaho State Building Authority, RB, State Office Campus Project, Series A, 4.00%, 09/01/48

    2,120       2,309,125  
   

 

 

 
Illinois — 2.7%  

Illinois Finance Authority, RB, The Carle Foundation, Series A (AGM), 6.00%, 08/15/41

    2,340       2,462,031  

State of Illinois Toll Highway Authority, RB, Series C, 5.00%, 01/01/38

    1,498       1,637,072  
   

 

 

 
      4,099,103  
Iowa — 1.2%  

Iowa Finance Authority, Refunding RB, UnityPoint Health, Series E, 4.00%, 08/15/46

    1,815       1,857,235  
   

 

 

 
Massachusetts — 6.5%  

Massachusetts Housing Finance Agency, Refunding RB, Series A, AMT, 4.50%, 12/01/47

    2,058       2,163,737  

Massachusetts School Building Authority, RB, Senior, Series B, 5.00%, 10/15/21(c)

    7,112       7,548,846  
   

 

 

 
      9,712,583  
Michigan — 1.4%  

Michigan Finance Authority, RB, Multi Model- McLaren Health Care, 4.00%, 02/15/47

    2,000       2,067,659  
   

 

 

 
New York — 2.6%  

City of New York Housing Development Corp., Refunding RB, Sustainable Neighborhood Bonds, Series A, 4.15%, 11/01/38

    2,390       2,554,671  

Port Authority of New York & New Jersey, Refunding ARB, Series 194th, 5.25%, 10/15/55

    1,215       1,339,100  
   

 

 

 
      3,893,771  
North Carolina — 1.7%  

North Carolina Capital Facilities Finance Agency, Refunding RB, Duke University Project, Series B, 5.00%, 10/01/55

    1,180       1,345,802  

North Carolina Housing Finance Agency, RB, S/F Housing, Series 39-B (Ginnie Mae, Fannie Mae & Freddie Mac), 4.00%, 01/01/48

    1,163       1,241,175  
   

 

 

 
      2,586,977  
Pennsylvania — 3.0%  

County of Lehigh Pennsylvania, Refunding RB, Lehigh Valley Health Network, 4.00%, 07/01/49(j)

    2,501       2,528,291  

Pennsylvania Turnpike Commission, RB, Sub-Series A, 5.50%, 12/01/42

    1,680       1,888,942  
   

 

 

 
      4,417,233  
Rhode Island — 1.8%  

Rhode Island Health & Educational Building Corp., RB, Series A, 4.00%, 09/15/47

    2,447       2,679,662  
   

 

 

 
Texas — 8.8%  

City of San Antonio Texas Electric & Gas Systems Revenue, RB, Junior Lien, 5.00%, 02/01/43

    11,000       11,967,230  

County of Harris Texas Metropolitan Transit Authority, Refunding RB, Series A, 5.00%, 11/01/21(c)

    1,170       1,243,160  
   

 

 

 
      13,210,390  
Virginia — 3.7%  

Hampton Roads Transportation Accountability Commission, RB, Transportation Fund, Senior Lien, Series A,
5.50%, 07/01/57(j)

    2,224       2,669,578  
 

 

 

26    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Virginia (continued)  

Virginia Small Business Financing Authority, Refunding RB, Sentara Healthcare, 8.29%, 11/01/40

  $ 2,949     $ 2,949,371  
   

 

 

 
      5,618,949  
West Virginia — 1.3%  

Morgantown Utility Board, Inc., RB, Series B, 4.00%, 12/01/48(j)

    1,891       1,998,689  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond
Trusts — 41.9%
(Cost — $61,091,006)

 

    63,012,034  
   

 

 

 

Total Long-Term Investments — 172.4%
(Cost — $258,124,859)

 

    259,167,606  
   

 

 

 
     Shares         
Short-Term Securities — 0.4%  

BlackRock Liquidity Funds, MuniCash, Institutional Class, 0.15%(k)(l)

    676,970       677,105  
   

 

 

 

Total Short-Term Securities — 0.4%
(Cost — $677,098)

 

    677,105  
   

 

 

 

Total Investments — 172.8%
(Cost — $258,801,957)

 

    259,844,711  

Other Assets Less Liabilities — 2.1%

 

    3,162,446  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (24.6)%

 

    (37,051,196

VRDP Shares, at Liquidation Value, Net of Deferred Offering Costs — (50.3)%

 

    (75,612,012
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $ 150,343,949  
   

 

 

 

 

(a) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(b) 

Zero-coupon bond.

(c) 

U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

(d) 

Step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate as of period end.

(e) 

Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.

(f) 

Issuer filed for bankruptcy and/or is in default.

(g) 

Non-income producing security.

(h) 

When-issued security.

(i) 

Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Trust. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

(j) 

All or a portion of the security is subject to a recourse agreement. The aggregate maximum potential amount the Trust could ultimately be required to pay under the agreements, which expire between January 1, 2026 to February 15, 2028, is $6,412,176. See Note 4 of the Notes to Financial Statements for details.

(k) 

Annualized 7-day yield as of period end.

 
(l) 

Investments in issuers considered to be an affiliate/affiliates of the during the year ended April 30, 2020 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

Affiliated Issuer    Shares
Held at
04/30/19
     Shares
Purchased
    Shares
Sold
     Shares
Held at
04/30/20
     Value at
04/30/20
     Income      Net
Realized
Gain (Loss)
 (a)
     Change in
Unrealized
Appreciation
(Depreciation)
 

BlackRock Liquidity Funds, MuniCash, Institutional Class

     393,555        283,415 (b)             676,970      $ 677,105      $ 9,324      $ 774      $ 7  
             

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Includes net capital gain distributions, if applicable.

 
  (b) 

Represents net shares purchased(sold).

 

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended April 30, 2020, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

      Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

Net Realized Gain (Loss) from:

                    

Futures contracts

   $      $      $      $      $ (3,083,691    $      $ (3,083,691
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

                    

Futures contracts

   $      $      $      $      $ 60,522      $      $ 60,522  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

SCHEDULES OF INVESTMENTS      27  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts:

        

Average notional value of contracts — Long

   $ (a) 

Average notional value of contracts — Short

   $ 9,306,465  

 

  (a) 

Derivative not held at any quarter-end. The risk exposure table serves as an indicator of activity during the period.

 

For more information about the Trust’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments. For information about the Trust’s policy regarding valuation of investments, refer to the Notes to Financial Statements.

The following tables summarize the Trust’s investments categorized in the disclosure hierarchy:

 

      Level 1        Level 2        Level 3        Total  

Assets:

                 

Investments:

 

         

Long-Term Investments(a)

   $        $ 259,167,606        $        $ 259,167,606  

Short-Term Securities

     677,105                            677,105  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 677,105        $ 259,167,606        $        $ 259,844,711  
  

 

 

      

 

 

      

 

 

      

 

 

 

 

  (a) 

See above Schedule of Investments for values in each state or political subdivision.

 

The Trust may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, such assets and/or liabilities are categorized within the disclosure hierarchy as follows:

 

      Level 1        Level 2        Level 3        Total  

Liabilities:

                 

TOB Trust Certificates

   $        $ (36,907,873      $        $ (36,907,873

VRDP Shares at Liquidation Value

              (76,000,000                 (76,000,000
  

 

 

      

 

 

      

 

 

      

 

 

 
   $        $ (112,907,873      $        $ (112,907,873
  

 

 

      

 

 

      

 

 

      

 

 

 

See notes to financial statements.

 

 

28    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments

April 30, 2020

  

BlackRock Municipal Income Trust (BFK)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  

Municipal Bonds — 127.5%

   
Alabama — 2.7%  

County of Jefferson Alabama Sewer, Refunding RB:

   

Senior Lien, Series A (AGM), 5.00%, 10/01/44

  $ 1,555     $ 1,702,865  

Senior Lien, Series A (AGM), 5.25%, 10/01/48

    2,275       2,511,372  

Sub-Lien, Series D, 6.00%, 10/01/42

    5,740       6,468,636  

Sub-Lien, Series D, 7.00%, 10/01/51

    1,765       2,045,635  

Lower Alabama Gas District, RB, Series A, 5.00%, 09/01/46

    2,110       2,638,260  
   

 

 

 
      15,366,768  
Arizona — 4.7%  

City of Phoenix Arizona IDA, RB, Legacy Traditional Schools Projects, Series A, 5.00%, 07/01/46(a)

    3,400       3,102,636  

City of Phoenix Civic Improvement Corp., ARB, Series A, 4.00%, 07/01/45

    2,610       2,610,966  

Salt Verde Financial Corp., RB, Senior:

   

5.00%, 12/01/32

    10,030       12,202,398  

5.00%, 12/01/37

    7,460       9,205,565  
   

 

 

 
      27,121,565  
Arkansas — 0.7%  

Arkansas Development Finance Authority, RB, Big River Steel Project, AMT, 4.50%, 09/01/49(a)

    4,985       4,256,941  
   

 

 

 
California — 7.5%  

California Educational Facilities Authority, RB, Stanford University, Series V-1, 5.00%, 05/01/49

    4,230       6,667,664  

California Health Facilities Financing Authority, RB, Sutter Health, Series B, 6.00%, 08/15/20(b)

    3,115       3,160,915  

California Health Facilities Financing Authority, Refunding RB, St. Joseph Health System, Series A, 5.00%, 07/01/33

    2,465       2,687,170  

California Municipal Finance Authority, RB, Senior, Caritas Affordable Housing, Inc. Projects, S/F Housing, Series A:

   

5.25%, 08/15/39

    290       313,212  

5.25%, 08/15/49

    715       757,700  

California Pollution Control Financing Authority, RB, Poseidon Resources (Channel Side) LP Desalination Project, AMT, 5.00%, 11/21/45(a)

    2,970       3,003,709  

California Statewide Communities Development Authority, RB, Loma Linda University Medical Center, Series A(a):

   

5.00%, 12/01/41

    1,030       1,024,181  

5.00%, 12/01/46

    885       865,857  

City of Los Angeles California Department of Airports, Refunding ARB, Los Angeles International Airport, Senior, Series A, 5.00%, 05/15/40

    4,575       4,583,418  

City of Stockton California Public Financing Authority, RB, Delta Water Supply Project, Series A,
6.25%, 10/01/23(b)

    690       814,994  

County of Riverside Transportation Commission, RB, CAB, Senior Lien, Series B(c):

   

0.00%, 06/01/41

    5,000       1,950,850  

0.00%, 06/01/42

    6,000       2,212,380  

0.00%, 06/01/43

    5,000       1,736,900  

Golden State Tobacco Securitization Corp., Refunding RB:

   

Series A-1, 5.25%, 06/01/47

    1,070       1,071,402  

Series A-2, 5.00%, 06/01/47

    4,335       4,229,139  

San Marcos Unified School District, GO, CAB, Election of 2010, Series B(c):

   

0.00%, 08/01/34

    3,500       2,390,535  

0.00%, 08/01/36

    4,000       2,518,200  

State of California, GO, Various Purposes, 6.00%, 03/01/33

    1,670       1,675,778  

State of California Public Works Board, LRB, Various Capital Projects, Series I, 5.00%, 11/01/38

    1,495       1,627,293  
   

 

 

 
      43,291,297  
Security   Par
(000)
    Value  
Colorado — 1.8%  

Arapahoe County School District No. 6 Littleton, GO, Series A, 5.50%, 12/01/43

  $ 3,485     $ 4,314,465  

Colorado Health Facilities Authority, Refunding RB, Commonspirit Health, Series A, 4.00%, 08/01/44

    3,565       3,463,362  

State of Colorado, COP, Building Excellent Schools, Series O, 4.00%, 03/15/44

    2,580       2,838,051  
   

 

 

 
      10,615,878  
Connecticut — 1.1%  

State of Connecticut, GO, Series A, 4.00%, 01/15/38

    6,300       6,568,443  
   

 

 

 
Delaware — 2.6%  

County of Sussex Delaware, RB, NRG Energy, Inc., Indian River Power LLC Project, 6.00%, 10/01/40

    2,225       2,250,565  

Delaware Transportation Authority, RB, U.S. 301 Project, 5.00%, 06/01/55

    2,280       2,539,327  

State of Delaware EDA, RB, Exempt Facilities, Indian River Power LLC Project, 5.38%, 10/01/45

    10,080       10,082,117  
   

 

 

 
      14,872,009  
District of Columbia — 6.4%  

District of Columbia, Refunding RB:

   

Georgetown University, 5.00%, 04/01/35

    865       958,965  

Kipp Charter School, Series A, 6.00%, 07/01/23(b)

    1,480       1,702,267  

The Catholic University of America Issue, 5.00%, 10/01/48

    4,590       5,116,932  

District of Columbia Tobacco Settlement Financing Corp., Refunding RB, Asset-Backed, 6.75%, 05/15/40

    23,035       23,428,668  

Metropolitan Washington Airports Authority, Refunding ARB, Dulles Metrorail And Capital Improvement Projects, Series A, 5.00%, 10/01/53

    3,990       4,097,251  

Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Subordinate, Dulles Metrorail And Capital Improvement Projects, Series B, 4.00%, 10/01/53

    1,550       1,480,157  
   

 

 

 
      36,784,240  
Florida — 3.0%  

County of Collier Florida Health Facilities Authority, Refunding RB, Series A, 5.00%, 05/01/45

    2,620       2,881,948  

County of Miami-Dade Florida Aviation, Refunding ARB, Miami International Airport, Series A-1,
5.38%, 10/01/20(b)

    2,280       2,321,701  

County of Volusia Educational Facility Authority, Refunding RB, Embry Riddle Aeronautical Project:

   

5.00%, 10/15/44

    1,160       1,296,683  

5.00%, 10/15/49

    2,375       2,656,438  

Mid-Bay Florida Bridge Authority, RB, Springing Lien, Series A, 7.25%, 10/01/21(b)

    5,885       6,403,880  

Stevens Plantation Community Development District, RB, Special Assessment, Series A, 7.10%, 05/01/35(d)(e)(f)

    3,395       1,629,600  
   

 

 

 
      17,190,250  
Georgia — 2.0%  

County of Gainesville Georgia & Hall Hospital Authority, Refunding RB, Northeast Georgia Health System, Inc. Project, Series A (GTD), 5.50%, 08/15/54

    1,010       1,103,920  

Main Street Natural Gas, Inc., RB, Series A:

   

5.00%, 05/15/35

    990       1,127,966  

5.00%, 05/15/36

    990       1,124,115  

5.00%, 05/15/37

    1,085       1,236,792  

5.00%, 05/15/38

    600       679,416  

5.00%, 05/15/49

    1,990       2,310,689  

Municipal Electric Authority of Georgia, RB, Plant Vogtle Units 3 & 4 Project, 4.00%, 01/01/49

    3,145       2,827,575  
 

 

 

SCHEDULES OF INVESTMENTS      29  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Municipal Income Trust (BFK)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Georgia (continued)  

Municipal Electric Authority of Georgia, Refunding RB, Series A, 4.00%, 01/01/49

  $ 1,230     $ 1,183,420  
   

 

 

 
      11,593,893  
Hawaii — 0.5%  

State of Hawaii Harbor System, ARB, Series A, 5.25%, 07/01/30

    2,660       2,677,157  
   

 

 

 
Idaho — 0.3%  

Idaho Health Facilities Authority, RB, Trinity Health Credit Group, Series A, 5.00%, 12/01/46

    1,485       1,635,015  
   

 

 

 
Illinois — 15.4%  

Chicago Board of Education, GO, Series C:

   

Dedicated Revenues, Series H, 5.00%, 12/01/36

    920       886,825  

Project, 5.25%, 12/01/35

    2,905       2,877,606  

Chicago Board of Education, GO, Refunding:

   

Dedicated Revenues, Series D, 5.00%, 12/01/25

    1,650       1,684,072  

Dedicated Revenues, Series F, 5.00%, 12/01/22

    1,250       1,272,637  

Dedicated Revenues, Series G, 5.00%, 12/01/34

    915       883,277  

5.00%, 12/01/25

    1,280       1,306,432  

Chicago Board of Education, GO:

   

5.00%, 12/01/46

    1,060       954,117  

5.00%, 12/01/46

    2,745       2,374,205  

City of Chicago Illinois O’Hare International Airport, GARB, 3rd Lien, Series C, 6.50%, 01/01/21(b)

    11,385       11,810,230  

City of Chicago Illinois Transit Authority, RB, Sales Tax Receipts, 5.25%, 12/01/40

    2,055       2,160,771  

City of Chicago Illinois Waterworks, Refunding RB, 2nd Lien Project, 5.00%, 11/01/42

    2,000       2,011,460  

County of Cook Illinois Community College District No. 508, GO, City College of Chicago, 5.50%, 12/01/38

    1,525       1,545,496  

Illinois Finance Authority, RB, Chicago LLC, University of Illinois at Chicago Project, Series A:

   

5.00%, 02/15/47

    405       401,610  

5.00%, 02/15/50

    205       202,278  

Metropolitan Pier & Exposition Authority, RB, McCormick Place Expansion Project Bonds, Series A, 5.00%, 06/15/57

    1,760       1,567,315  

Metropolitan Pier & Exposition Authority, Refunding RB, McCormick Place Expansion Project:

   

4.00%, 06/15/50

    2,710       2,256,644  

Series B (AGM), 0.00%, 06/15/43 (c)

    10,455       3,695,947  

Series B (AGM), 5.00%, 06/15/50

    14,710       14,745,304  

Series B-2, 5.00%, 06/15/50

    3,905       3,905,117  

Rail splitter Tobacco Settlement Authority, RB, 6.00%, 06/01/21(b)

    2,245       2,369,126  

State of Illinois, GO, 5.00%, 02/01/39

    2,990       2,654,313  

State of Illinois, GO, Refunding:

   

Series A, 5.00%, 10/01/30

    10,400       9,934,808  

Series B, 5.00%, 10/01/28

    1,965       1,915,168  

State of Illinois, GO, Series A, 5.00%, 04/01/38

    9,030       8,040,763  

State of Illinois Toll Highway Authority, RB, Series C, 5.00%, 01/01/37

    5,455       5,971,534  

University of Illinois, RB, Auxiliary Facilities System, Series A, 5.00%, 04/01/44

    1,910       1,977,843  
   

 

 

 
      89,404,898  
Indiana — 3.4%  

City of Valparaiso Indiana, RB, Exempt Facilities, Pratt Paper LLC Project, AMT:

   

6.75%, 01/01/34

    1,525       1,595,699  

7.00%, 01/01/44

    3,680       3,856,272  

Indiana Finance Authority, RB, Series A:

   

CWA Authority Project, 1st Lien, 5.25%, 10/01/38

    6,305       6,637,967  
Security   Par
(000)
    Value  
Indiana (continued)  

Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/44

  $ 880     $ 900,618  

Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/48

    2,905       2,981,692  

Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.25%, 01/01/51

    790       809,371  

Indianapolis Local Public Improvement Bond Bank, RB, Series A, 5.00%, 01/15/40

    2,490       2,715,221  
   

 

 

 
      19,496,840  
Iowa — 1.4%  

Iowa Finance Authority, Refunding RB, Iowa Fertilizer Co. Project:

   

Series B, 5.25%, 12/01/50(g)

    5,515       5,258,332  

Midwestern Disaster Area, 5.25%, 12/01/25

    2,125       2,114,524  

Midwestern Disaster Area, 5.88%, 12/01/26(a)

    805       816,946  
   

 

 

 
      8,189,802  
Kentucky — 1.2%  

Kentucky Economic Development Finance Authority, RB, Catholic Health Initiatives, Series A, 5.25%, 01/01/23 (b)

    1,915       2,107,860  

Kentucky Economic Development Finance Authority, Refunding RB, Louisville Arena Authority, Inc. (AGM), 5.00%, 12/01/45

    2,515       2,799,572  

Kentucky Public Transportation Infrastructure Authority, RB, Downtown Crossing Project, Convertible CAB, 1st Tier, Series C, 6.75%, 07/01/43(h)

    2,325       2,172,433  
   

 

 

 
      7,079,865  
Louisiana — 2.8%  

Louisiana Local Government Environmental Facilities & Community Development Authority, RB, Westlake Chemical Corp. Project, Series A-1, 6.50%, 11/01/35

    6,535       6,617,145  

Tobacco Settlement Financing Corp., Refunding RB, Asset-Backed, Series A:

   

5.50%, 05/15/30

    1,980       1,982,772  

5.25%, 05/15/31

    1,690       1,735,326  

5.25%, 05/15/32

    2,160       2,268,821  

5.25%, 05/15/33

    2,345       2,461,781  

5.25%, 05/15/35

    985       1,044,326  
   

 

 

 
      16,110,171  
Maryland — 1.2%  

Maryland EDC, Refunding RB, CNX Marine Terminal, Inc., 5.75%, 09/01/25

    1,440       1,448,309  

Maryland Health & Higher Educational Facilities Authority, RB, Trinity Health Credit Group, Series 2017, 5.00%, 12/01/46

    840       924,857  

Maryland Health & Higher Educational Facilities Authority, Refunding RB, Charlestown Community Project, 6.25%, 01/01/21(b)

    4,295       4,440,858  
   

 

 

 
      6,814,024  
Michigan — 3.2%  

City of Detroit Michigan Sewage Disposal System, Refunding RB, Senior Lien, Series A, 5.25%, 07/01/39

    8,665       9,201,104  

Kalamazoo Hospital Finance Authority, Refunding RB, Bronson Methodist Hospital, 5.50%, 05/15/36

    1,210       1,211,367  

Michigan Finance Authority, Refunding RB:

   

Detroit Water & Sewage Department Project, Senior Lien, Series C-1, 5.00%, 07/01/44

    1,710       1,776,092  

Series A, 4.00%, 12/01/49

    1,640       1,685,313  

Michigan State University, Refunding RB, Board of Trustees, Series B, 5.00%, 02/15/48

    2,000       2,368,340  

Michigan Strategic Fund, RB, I-75 Improvement Projects, AMT, 5.00%, 06/30/48

    2,120       2,134,861  
   

 

 

 
      18,377,077  
 

 

 

30    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Municipal Income Trust (BFK)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Minnesota — 1.1%  

Duluth Economic Development Authority, Refunding RB, Essentia Health Obligated Group, Series A:

   

4.25%, 02/15/48

  $ 2,030     $ 2,062,135  

5.25%, 02/15/53

    4,060       4,436,565  
   

 

 

 
      6,498,700  
Missouri — 0.2%  

Bi-State Development Agency of the Missouri-Illinois Metropolitan District, Refunding RB, Combined Lien, Series A, 5.00%, 10/01/44

    495       532,971  

State of Missouri Health & Educational Facilities Authority, Refunding RB, St. Louis College of Pharmacy Project, 5.50%, 05/01/43

    480       501,912  
   

 

 

 
      1,034,883  
Nebraska — 0.8%  

Central Plains Energy Project, RB, Gas Project No. 3:

   

5.25%, 09/01/37

    1,610       1,713,942  

5.00%, 09/01/42

    2,815       2,978,748  
   

 

 

 
      4,692,690  
New Hampshire — 0.7%  

New Hampshire Business Finance Authority, Refunding RB, Resource Recovery, Covanta Project(a):

   

Series B, 4.63%, 11/01/42

    3,055       2,738,777  

Series C, AMT, 4.88%, 11/01/42

    1,585       1,432,792  
   

 

 

 
      4,171,569  
New Jersey — 15.5%  

Casino Reinvestment Development Authority, Inc., Refunding RB:

   

5.25%, 11/01/39

    3,280       3,156,344  

5.25%, 11/01/44

    2,980       2,770,268  

County of Essex New Jersey Improvement Authority, RB, AMT, 5.25%, 07/01/45(a)

    2,115       2,120,034  

County of Middlesex New Jersey Improvement Authority, RB, Heldrich Center Hotel, Sub-Series B,
6.25%, 01/01/37(e)(f)

    3,680       52,440  

New Jersey EDA, RB:

   

Continental Airlines, Inc. Project, Series B, AMT, 5.63%, 11/15/30

    2,035       2,020,938  

Goethals Bridge Replacement Project, AMT, Private Activity Bond, 5.38%, 01/01/43

    2,285       2,323,182  

School Facilities Construction, 5.00%, 06/15/49

    4,650       4,422,197  

Series EEE, 5.00%, 06/15/48

    7,320       6,972,739  

Transit transportation Project, 4.00%, 11/01/38

    1,030       914,434  

Transit transportation Project, 4.00%, 11/01/39

    825       729,531  

New Jersey EDA, Refunding ARB, Port Network Container Terminal LLC Project, AMT, 5.00%, 10/01/47

    2,905       2,719,341  

New Jersey EDA, Refunding RB, Special Assessment, Kapkowski Road Landfill Project, 6.50%, 04/01/28

    8,000       8,611,440  

New Jersey State Turnpike Authority, RB:

   

Series A, 5.00%, 01/01/43

    3,035       3,191,758  

Series E, 5.00%, 01/01/45

    5,095       5,532,049  

New Jersey Transportation Trust Fund Authority, RB:

   

Series BB, 4.00%, 06/15/50

    3,010       2,571,533  

Series BB, 5.00%, 06/15/50

    9,895       9,402,328  

Transportation Program, Series AA, 5.00%, 06/15/44

    3,765       3,637,630  

Transportation System, Series A, 5.50%, 06/15/21(b)

    8,000       8,439,280  

Transportation System, Series B, 5.25%, 06/15/36

    4,810       4,819,380  

Tobacco Settlement Financing Corp., Refunding RB:

   

Series A, 5.25%, 06/01/46

    1,070       1,140,278  

Sub-Series B, 5.00%, 06/01/46

    14,320       14,396,182  
   

 

 

 
      89,943,306  
Security   Par
(000)
    Value  
New York — 9.8%  

City of New York Transitional Finance Authority Future Tax Secured Revenue, RB, Fiscal 2012, Sub-Series E-1, 5.00%, 02/01/42

  $ 4,805     $ 5,048,469  

Counties of New York Tobacco Trust II, RB, Settlement Pass-Through, 5.75%, 06/01/43

    840       841,999  

Counties of New York Tobacco Trust IV, Refunding RB, Settlement Pass-Through Turbo, Series A, 6.25%, 06/01/41(a)

    3,600       3,591,000  

Counties of New York Tobacco Trust VI, Refunding RB, Tobacco Settlement Pass-Through, Series A-2B, 5.00%, 06/01/45

    9,395       8,635,790  

County of Westchester New York Healthcare Corp., RB, Senior Lien, Series A, 5.00%, 11/01/44

    1,655       1,740,682  

Metropolitan Transportation Authority, RB, Series B:

   

5.25%, 11/15/38

    4,640       4,813,072  

5.25%, 11/15/39

    1,650       1,710,225  

New York Liberty Development Corp., Refunding RB, 3 World Trade Center Project(a):

   

Class 1, 5.00%, 11/15/44

    7,830       7,216,833  

Class 2, 5.15%, 11/15/34

    660       632,636  

Class 2, 5.38%, 11/15/40

    1,655       1,627,080  

New York State Dormitory Authority, Refunding RB, Series D, 5.00%, 02/15/37

    6,655       6,996,135  

New York Transportation Development Corp., ARB, LaGuardia Airport Terminal B Redevelopment Project, Series A, AMT, 5.25%, 01/01/50

    1,165       1,187,718  

New York Transportation Development Corp., Refunding ARB, American Airlines, Inc., AMT, 5.00%, 08/01/31

    1,065       1,034,466  

Port Authority of New York & New Jersey, ARB, Special Project, JFK International Air Terminal LLC Project, Series 8:

   

6.00%, 12/01/36

    2,525       2,570,298  

6.00%, 12/01/42

    1,960       1,971,878  

State of New York Environmental Facilities Corp., RB, Subordinated SRF Bonds, Series B, 5.00%, 06/15/48

    3,535       4,181,905  

State of New York Power Authority, RB, Series A, 4.00%, 11/15/60(i)

    2,655       2,799,459  
   

 

 

 
      56,599,645  
North Carolina — 0.4%  

North Carolina Medical Care Commission, Refunding RB, 1st Mortgage, Retirement Facilities Whitestone Project, Series A, 7.75%, 03/01/21(b)

    1,130       1,194,082  

University of North Carolina at Chapel Hill, RB, University of North Carolina Hospital at Chapel Hills, 5.00%, 02/01/49

    1,080       1,381,039  
   

 

 

 
      2,575,121  
North Dakota — 0.3%  

County of Cass North Dakota, Refunding RB, Essentia Health Obligated Group, Series B, 5.25%, 02/15/58

    1,885       2,053,425  
   

 

 

 
Ohio — 2.7%  

Buckeye Tobacco Settlement Financing Authority, Refunding RB, Senior:

   

Class 1, Series A-2, 4.00%, 06/01/37

    580       620,896  

Class 1, Series A-2, 4.00%, 06/01/38

    580       620,913  

Class 1, Series A-2, 4.00%, 06/01/39

    580       615,798  

Class 1, Series A-2, 4.00%, 06/01/48

    1,525       1,505,602  

Class 2, Series B-2, 5.00%, 06/01/55

    6,705       5,931,779  

County of Franklin Ohio, RB:

   

OPRS Communities Obligation Group, Series A, 6.13%, 07/01/22(b)

    75       83,480  

OPRS Communities Obligation Group, Series A, 6.13%, 07/01/40

    1,205       1,224,593  
 

 

 

SCHEDULES OF INVESTMENTS      31  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Municipal Income Trust (BFK)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Ohio (continued)  

Series A, 4.00%, 12/01/49

  $ 1,015     $ 1,069,739  

Trinity Health Credit Group, Series 2017, 5.00%, 12/01/46

    800       889,888  

Ohio Air Quality Development Authority, RB, AMG Vanadium Project, AMT, 5.00%, 07/01/49(a)

    1,480       1,344,639  

State of Ohio, RB, Portsmouth Bypass Project, AMT, 5.00%, 06/30/53

    1,585       1,738,983  
   

 

 

 
      15,646,310  
Oklahoma — 1.9%  

City of Oklahoma Turnpike Authority, RB, Series A, 4.00%, 01/01/48

    4,065       4,396,623  

Oklahoma Development Finance Authority, RB, OU Medicine Project, Series B, 5.25%, 08/15/48

    2,350       2,418,103  

Oklahoma Turnpike Authority, RB, 2nd Series C, 4.00%, 01/01/42

    3,845       4,178,938  
   

 

 

 
      10,993,664  
Pennsylvania — 2.7%  

Allentown Neighborhood Improvement Zone Development Authority, RB, Subordinate, City Center Project(a):

   

5.00%, 05/01/28

    420       422,915  

5.13%, 05/01/32

    470       469,253  

5.38%, 05/01/42

    870       831,589  

City of Philadelphia Pennsylvania Hospitals & Higher Education Facilities Authority, RB, Temple University Health System, Series A, 5.63%, 07/01/42

    1,240       1,283,313  

County of Montgomery Higher Education & Health Authority, Refunding RB, Thomas Jefferson University, Series A:

   

4.00%, 09/01/49

    1,135       1,141,867  

5.00%, 09/01/43

    2,505       2,749,814  

Pennsylvania Economic Development Financing Authority, RB, AMT, 5.00%, 06/30/42

    1,660       1,672,051  

Pennsylvania Higher Educational Facilities Authority, RB, University of Pennsylvania Health System Obligation, 4.00%, 08/15/49

    4,665       4,914,484  

Pennsylvania Turnpike Commission, RB, Series A, 5.00%, 12/01/44

    2,155       2,319,879  
   

 

 

 
      15,805,165  
Puerto Rico — 5.6%  

Children’s Trust Fund, Refunding RB, Tobacco Settlement Asset-Backed Bonds:

   

5.50%, 05/15/39

    1,365       1,366,078  

5.63%, 05/15/43

    1,360       1,339,736  

Commonwealth of Puerto Rico Aqueduct & Sewer Authority, RB, Senior Lien, Series A:

   

5.00%, 07/01/33

    4,920       4,673,262  

5.13%, 07/01/37

    1,410       1,331,308  

Commonwealth of Puerto Rico Aqueduct & Sewer Authority, Refunding RB, Senior Lien, Series A:

   

6.00%, 07/01/38

    1,455       1,442,953  

6.00%, 07/01/44

    2,630       2,629,526  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, Restructured:

   

CAB, Series A-1, 0.00%, 07/01/46(c)

    3,084       709,197  

Series A-1, 4.75%, 07/01/53

    3,143       2,831,309  

Series A-1, 5.00%, 07/01/58

    12,112       11,312,850  

Series A-2, 4.33%, 07/01/40

    1,950       1,741,545  

Series A-2, 4.78%, 07/01/58

    3,325       2,993,132  
   

 

 

 
      32,370,896  
Rhode Island — 2.5%  

Tobacco Settlement Financing Corp., Refunding RB:

   

Series A, 5.00%, 06/01/35

    3,060       3,221,048  

Series B, 4.50%, 06/01/45

    5,175       5,275,136  
Security   Par
(000)
    Value  
Rhode Island (continued)  

Series B, 5.00%, 06/01/50

  $ 5,765     $ 6,024,771  
   

 

 

 
      14,520,955  
South Carolina — 5.7%  

South Carolina Jobs EDA, Refunding RB:

   

Anmed Health Project, 5.00%, 02/01/36

    5,115       5,638,469  

Prisma Health Obligated Group, Series A, 5.00%, 05/01/48

    6,075       6,552,981  

South Carolina Jobs-Economic Development Authority, RB, Bishop Gadsden Episcopal Retirement Community:

   

5.00%, 04/01/44

    160       160,122  

4.00%, 04/01/49

    150       122,235  

5.00%, 04/01/49

    480       471,763  

4.00%, 04/01/54

    370       294,553  

5.00%, 04/01/54

    875       852,093  

State of South Carolina Public Service Authority, RB, Santee Cooper, Series A, 5.50%, 12/01/54

    12,065       12,733,884  

State of South Carolina Public Service Authority, Refunding RB:

   

Series A, 5.00%, 12/01/50

    2,805       2,928,560  

Series E, 5.25%, 12/01/55

    3,335       3,531,098  
   

 

 

 
      33,285,758  
Tennessee — 0.7%  

City of Chattanooga Health Educational & Housing Facility Board, Refunding RB, Commonspirit Health, Series A, 4.00%, 08/01/44

    315       306,019  

County of Nashville & Davidson Metropolitan Government Health & Educational Facilities Board, RB, Vanderbilt University Medical Center, Series A, 5.00%, 07/01/40

    1,350       1,462,185  

County of Nashville & Davidson Metropolitan Government Health & Educational Facilities Board, Refunding RB, Lipscomb University Project, Series A, 5.25%, 10/01/58

    1,925       2,052,108  
   

 

 

 
      3,820,312  
Texas — 11.0%  

Central Texas Regional Mobility Authority, Refunding RB:

   

Senior Lien, 6.25%, 01/01/21(b)

    4,210       4,363,076  

Sub-Lien, 5.00%, 01/01/33

    700       719,012  

City of Austin Texas Airport System, ARB, AMT, 5.00%, 11/15/39

    385       411,107  

City of San Antonio Texas Electric & Gas Systems Revenue, Refunding RB, Series A, 5.00%, 02/01/48

    2,295       2,742,594  

County of Fort Bend Texas Industrial Development Corp., RB, NRG Energy Inc. Project, Series B, 4.75%, 11/01/42

    470       481,167  

County of Harris Texas Cultural Education Facilities Finance Corp., RB, 1st Mortgage, Brazos Presbyterian Homes, Inc. Project, Series B(b):

   

7.00%, 01/01/23

    380       440,184  

7.00%, 01/01/23

    500       579,485  

County of Harris Texas-Houston Sports Authority, Refunding RB(c):

   

3rd Lien, Series A (NPFGC), 0.00%, 11/15/24(b)

    6,000       2,618,580  

3rd Lien, Series A (NPFGC), 0.00%, 11/15/37

    20,120       7,471,763  

CAB, Junior Lien, Series H (NPFGC), 0.00%, 11/15/35

    5,000       2,729,750  

CAB, Senior Lien, Series A (NPFGC) (AGM), 0.00%, 11/15/38

    12,580       5,501,611  

County of Midland Texas Fresh Water Supply District No. 1, RB, CAB, City of Midland Project, Series A(c):

   

0.00%, 09/15/40

    9,780       4,185,840  

0.00%, 09/15/41

    5,420       2,198,352  

County of Tarrant Texas Cultural Education Facilities Finance Corp., RB, Christus Health, Series B, 5.00%, 07/01/48

    9,025       10,004,122  
 

 

 

32    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Municipal Income Trust (BFK)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Texas (continued)  

New Hope Cultural Education Facilities Corp., RB, Collegiate Housing Tarleton State University Project, 5.00%, 04/01/35

  $ 355     $ 362,420  

New Hope Cultural Education Facilities Finance Corp., Refunding RB, Jubilee Academic Center, Series A, 5.00%, 08/15/46(a)

    1,980       1,674,981  

San Antonio Water System, Refunding RB, Junior Lien, Series A, 5.00%, 05/15/48

    5,035       5,946,033  

Texas Municipal Gas Acquisition & Supply Corp. III, RB, Natural Gas Utility Improvements, 5.00%, 12/15/32

    2,835       2,936,011  

Texas Private Activity Bond Surface Transportation Corp., RB, Senior Lien, LBJ Infrastructure Group LLC, 7.00%, 06/30/40

    6,000       6,014,520  

Texas Transportation Commission, RB, First Tier Toll Revenue, 5.00%, 08/01/57

    2,310       2,335,295  
   

 

 

 
      63,715,903  
Utah — 0.7%  

City of Salt Lake Corp. Airport Revenue, ARB, Series A, AMT:

   

5.00%, 07/01/48

    1,735       1,909,576  

5.00%, 07/01/47

    1,830       1,983,756  
   

 

 

 
      3,893,332  
Virginia — 1.5%  

County of Front Royal & Warren IDA, RB, Valley Health System Obligated Group, 4.00%, 01/01/50

    1,465       1,502,870  

Virginia Small Business Financing Authority, RB, Senior Lien, Elizabeth River Crossings OpCo LLC Project, AMT:

   

5.25%, 01/01/32

    3,155       3,210,055  

6.00%, 01/01/37

    3,790       3,906,846  
   

 

 

 
      8,619,771  
Washington — 1.8%  

Port of Seattle Washington, ARB, Series A, AMT, 5.00%, 05/01/43

    2,980       3,231,124  

Port of Seattle Washington, RB, Intermediate Lien, Series C, AMT, 5.00%, 04/01/40

    1,475       1,564,208  

Washington Health Care Facilities Authority, RB, Catholic Health Initiatives, Series A, 5.75%, 01/01/45

    4,420       4,738,240  

Washington Health Care Facilities Authority, Refunding RB, Commonspirit Health, Series A, 4.00%, 08/01/44

    685       665,471  
   

 

 

 
    10,199,043  
   

 

 

 

Total Municipal Bonds — 127.5%
(Cost — $733,013,376)

      737,886,581  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(j) — 37.4%

 

California — 1.2%

   

Bay Area Toll Authority, Refunding RB, San Francisco Bay Area Toll Bridge, 4.00%, 04/01/42(k)

    6,196       6,629,931  
   

 

 

 
Colorado — 0.9%  

City & County of Denver Colorado Airport System Revenue, Refunding ARB, Subordinate System, Series A, AMT, 5.25%, 12/01/48(k)

    4,475       4,996,165  
   

 

 

 
Georgia — 1.8%  

County of Dalton Whitfield Joint Development Authority, RB, Hamilton Health Care System Obligation, 4.00%, 08/15/48

    7,220       7,446,492  

Georgia Housing & Finance Authority, RB, S/F Housing, Series 2020, 3.60%, 12/01/26(a)(g)

    2,898       3,003,956  
   

 

 

 
      10,450,448  
Security   Par
(000)
    Value  
Illinois — 0.5%  

Illinois Finance Authority, Refunding RB, Presence Health Network, Series C:

   

4.00%, 02/15/27(b)

  $ 5     $ 5,713  

4.00%, 02/15/41

    2,800       2,953,466  
   

 

 

 
      2,959,179  
Massachusetts — 3.3%  

Commonwealth of Massachusetts Transportation Fund Revenue, RB, Rail Enhancement Program, Series A, 4.00%, 06/01/45

    4,153       4,425,134  

Massachusetts Development Finance Agency, Refunding RB, Partners Healthcare System, 5.00%, 07/01/47

    9,088       9,959,468  

Massachusetts School Building Authority, RB, Senior, Series B, 5.00%, 10/15/21(b)

    4,427       4,698,121  
   

 

 

 
      19,082,723  
New York — 16.2%  

City of New York Water & Sewer System, Refunding RB, 2nd General Resolution, Series HH, 5.00%, 06/15/31(k)

    16,395       17,051,948  

Hudson Yards Infrastructure Corp., RB, Senior-Fiscal 2012(k):

   

5.75%, 02/15/21(b)

    1,938       2,006,006  

5.75%, 02/15/47

    1,192       1,234,034  

New York Liberty Development Corp., ARB, 1 World Trade Center Port Authority Consolidated Bonds, 5.25%, 12/15/43

    20,864       21,879,470  

New York Liberty Development Corp., Refunding RB, 4 World Trade Center Project, 5.75%, 11/15/51(k)

    12,611       13,152,570  

New York State Dormitory Authority, Refunding RB, Series D, 4.00%, 02/15/47

    12,060       12,954,611  

New York State Thruway Authority, Refunding RB, Subordinate, Series B, 4.00%, 01/01/50

    5,805       5,960,170  

Port Authority of New York & New Jersey, Refunding ARB, Series194th, 5.25%, 10/15/55

    5,070       5,587,850  

State of New York Urban Development Corp., RB, State Personal Income Tax, General Purpose, Series A, 4.00%, 03/15/46

    13,155       14,179,248  
   

 

 

 
      94,005,907  
North Carolina — 1.0%  

North Carolina Capital Facilities Finance Agency, Refunding RB, Duke University Project, Series B, 5.00%, 10/01/55

    4,960       5,656,930  
   

 

 

 
Pennsylvania — 0.9%  

Pennsylvania Turnpike Commission, RB, Sub-Series A, 5.50%, 12/01/42

    4,652       5,230,844  
   

 

 

 
Rhode Island — 0.6%  

Narragansett Bay Commission, Refunding RB, Wastewater System, Series A, 4.00%, 09/01/22(b)

    3,137       3,374,278  
   

 

 

 
Texas — 7.7%  

City of San Antonio Texas Electric & Gas Systems Revenue, RB, Junior Lien, 5.00%, 02/01/43

    4,900       5,330,857  

County of Harris Texas Metropolitan Transit Authority, Refunding RB, Series A, 5.00%, 11/01/21(b)

    6,650       7,065,825  

Lower Colorado River Authority, Refunding RB, LCRA Transmission Services Corporation Project, 4.00%, 05/15/43

    4,140       4,247,060  

San Antonio Public Facilities Corp., Refunding RB, Convention Center Refinancing and Expansion Project, 4.00%, 09/15/42

    5,505       5,716,998  

Texas Water Development Board, RB, State Water Implementation Fund, Series A, 4.00%, 10/15/49

    13,920       15,546,830  

University of Texas, Refunding RB, Financing System, Series B, 5.00%, 08/15/43

    6,003       6,469,528  
   

 

 

 
      44,377,098  
 

 

 

SCHEDULES OF INVESTMENTS      33  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Municipal Income Trust (BFK)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Virginia — 1.7%  

Virginia Small Business Financing Authority, Refunding RB, Bon Secours Health System, Series A, 4.00%, 12/01/49

  $ 9,678     $ 10,028,749  
   

 

 

 
Washington — 0.6%  

Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Subordinate, Dulles Metrorail And Capital Improvement Projects, Series B (AGM), 4.00%, 10/01/53

    3,639       3,683,798  
   

 

 

 
Wisconsin — 1.0%  

State of Wisconsin Health & Educational Facilities Authority, Refunding RB, The Medical College of Wisconsin, Inc., 4.00%, 12/01/46

    5,575       5,944,446  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option
Bond Trusts — 37.4%
(Cost — $212,202,778)

 

    216,420,496  
   

 

 

 

Total Long-Term Investments — 164.9%
(Cost — $945,216,154)

 

    954,307,077  
   

 

 

 
     Shares         
Short-Term Securities — 2.3%  

BlackRock Liquidity Funds, MuniCash, Institutional Class, 0.15%(l)(m)

    13,732,433       13,735,179  
   

 

 

 

Total Short-Term Securities — 2.3%
(Cost — $13,729,814)

 

    13,735,179  

Total Investments — 167.2%
(Cost — $958,945,968)

 

    968,042,256  

Other Assets Less Liabilities — 3.0%

 

    17,528,805  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (23.4)%

 

    (135,964,040

VMTP Shares, at Liquidation Value — (46.8)%

 

    (270,800,000
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $ 578,807,021  
   

 

 

 

 

(a) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(b) 

U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

(c) 

Zero-coupon bond.

(d) 

Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(e) 

Issuer filed for bankruptcy and/or is in default.

(f) 

Non-income producing security.

(g) 

Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.

(h) 

Step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate as of period end.

(i) 

When-issued security.

(j) 

Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Trust. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

(k) 

All or a portion of the security is subject to a recourse agreement. The aggregate maximum potential amount the Trust could ultimately be required to pay under the agreements, which expire between August 15, 2020 to June 1, 2026, is $27,599,129. See Note 4 of the Notes to Financial Statements for details.

(l) 

Annualized 7-day yield as of period end.

 
(m) 

Investments in issuers considered to be an affiliate/affiliates of the Trust during the year ended April 30, 2020 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

Affiliated Issuer    Shares
Held at
04/30/19
     Shares
Purchased
     Shares
Sold
     Shares
Held at
04/30/20
     Value at
04/30/20
     Income      Net
Realized
Gain (Loss)
 (a)
     Change in
Unrealized
Appreciation
(Depreciation)
 

BlackRock Liquidity Funds, MuniCash, Institutional Class

     18,183,806               (4,451,373 )(b)       13,732,433      $ 13,735,179      $ 97,242      $ 206      $ 7,094  
              

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Includes net capital gain distributions, if applicable.

 
  (b) 

Represents net shares purchased/sold.

 

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended April 30, 2020, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

      Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
    

Interest

Rate
Contracts

     Other
Contracts
     Total  

Net Realized Gain (Loss) from:

                    

Futures contracts

   $      $      $      $      $ (10,474,133    $      $ (10,474,133
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

                    

Futures contracts

   $      $      $      $      $ 213,210      $      $ 213,210  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

34    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Municipal Income Trust (BFK)

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts:

        

Average notional value of contracts — Long

   $ (a) 

Average notional value of contracts — Short

   $ 33,069,951  

 

  (a) 

Derivative not held at any quarter-end. The risk exposure table serves as an indicator of activity during the period.

 

For more information about the Trust’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments. For information about the Trust’s policy regarding valuation of investments, refer to the Notes to Financial Statements.

The following tables summarize the Trust’s investments categorized in the disclosure hierarchy:

 

      Level 1        Level 2        Level 3        Total  

Assets:

                 

Investments:

 

         

Long-Term Investments(a)

   $        $ 952,677,477        $ 1,629,600        $ 954,307,077  

Short-Term Securities

     13,735,179                            13,735,179  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 13,735,179        $ 952,677,477        $ 1,629,600        $ 968,042,256  
  

 

 

      

 

 

      

 

 

      

 

 

 

 

  (a) 

See above Schedule of Investments for values in each state or political subdivision.

 

The Trust may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, such assets and/or liabilities are categorized within the disclosure hierarchy as follows:

 

      Level 1        Level 2        Level 3        Total  

Liabilities:

 

TOB Trust Certificates

   $        $ (135,463,834      $        $ (135,463,834

VMTP Shares at Liquidation Value

              (270,800,000                 (270,800,000
  

 

 

      

 

 

      

 

 

      

 

 

 
   $        $ (406,263,834      $        $ (406,263,834
  

 

 

      

 

 

      

 

 

      

 

 

 

See notes to financial statements

 

 

SCHEDULES OF INVESTMENTS      35  


Schedule of Investments

April 30, 2020

  

BlackRock Strategic Municipal Trust (BSD)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  

Municipal Bonds — 120.0%

   
Alabama — 2.5%  

County of Jefferson Alabama Sewer, Refunding RB, Sub-Lien, Series D, 7.00%, 10/01/51

  $ 1,115     $ 1,292,285  

Madison Water & Wastewater Board, RB, 3.00%, 12/01/50

    380       376,451  

State of Alabama Docks Department, Refunding RB, 6.00%, 10/01/20(a)

    655       668,991  
   

 

 

 
      2,337,727  
Alaska — 0.1%  

Northern Tobacco Securitization Corp., Refunding RB, Tobacco Settlement, Asset-Backed, Series A, 4.63%, 06/01/23

    70       70,069  
   

 

 

 
Arizona — 2.1%  

City of Phoenix Industrial Development Authority, RB, Downtown Phoenix Student Housing, 5.00%, 07/01/59

    465       478,345  

County of Maricopa IDA, Refunding RB, Honorhealth, Series A, 4.13%, 09/01/38

    230       242,312  

Salt Verde Financial Corp., RB, Senior, 5.00%, 12/01/37

    1,000       1,233,990  
   

 

 

 
      1,954,647  
Arkansas — 0.8%  

Arkansas Development Finance Authority, RB, Big River Steel Project, AMT, 4.50%, 09/01/49(b)

    835       713,048  
   

 

 

 
California — 6.0%  

California Health Facilities Financing Authority, Refunding RB, St. Joseph Health System, Series A, 5.00%, 07/01/33

    400       436,052  

California Municipal Finance Authority, RB, Senior, Caritas Affordable Housing, Inc. Projects, S/F Housing, Series A:

   

5.25%, 08/15/39

    45       48,602  

5.25%, 08/15/49

    115       121,868  

California Pollution Control Financing Authority, RB, Poseidon Resources (Channel Side) LP Desalination Project, AMT, 5.00%, 11/21/45(b)

    475       480,391  

California School Finance Authority, RB, Alliance For College-Ready Public School Projects, Series A, 5.00%, 07/01/51(b)

    500       504,605  

City of Los Angeles California Department of Airports, Refunding ARB, Los Angeles International Airport, Senior, Series A, 5.00%, 05/15/40

    735       736,352  

City of Stockton California Public Financing Authority, RB, Delta Water Supply Project, Series A, 6.25%, 10/01/23(a)

    110       129,944  

County of California Tobacco Securitization Agency, Refunding RB, Golden Gate Tobacco Funding Corp., Series A, 5.00%, 06/01/36

    350       337,817  

Golden State Tobacco Securitization Corp., Refunding RB, Series A-2, 5.00%, 06/01/47

    880       858,510  

State of California, GO, Refunding, Various Purposes, 4.00%, 03/01/40

    405       452,490  

State of California, GO, Various Purposes, 6.00%, 03/01/33

    270       270,934  

State of California Public Works Board, LRB, Various Capital Projects, Series I, 5.00%, 11/01/38

    240       261,238  

State of California Public Works Board, RB, Department of Corrections & Rehabilitation, Series F, 5.25%, 09/01/33

    915       1,021,964  
   

 

 

 
      5,660,767  
Colorado — 1.7%  

Denver Convention Center Hotel Authority, Refunding RB, 5.00%, 12/01/40

    1,325       1,324,974  

Regional Transportation District, COP, Refunding, Series A, 5.38%, 06/01/20(a)

    320       321,043  
   

 

 

 
      1,646,017  
Delaware — 2.2%  

County of Sussex Delaware, RB, NRG Energy, Inc., Indian River Power LLC Project, 6.00%, 10/01/40

    820       829,422  
Security   Par
(000)
    Value  
Delaware (continued)  

State of Delaware EDA, RB, Exempt Facilities, Indian River Power LLC Project, 5.38%, 10/01/45

  $ 1,210     $ 1,210,254  
   

 

 

 
      2,039,676  
District of Columbia — 1.3%  

District of Columbia, Tax Allocation Bonds, City Market at O Street Project, 5.13%, 06/01/41

    690       715,454  

Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Subordinate, Dulles Metrorail and Capital Improvement Projects, 4.00%, 10/01/49

    530       501,698  
   

 

 

 
      1,217,152  
Florida — 2.7%  

County of Broward Airport System Revenue, ARB, AMT, Series A, 4.00%, 10/01/49

    330       332,426  

County of Osceola Florida Transportation Revenue, Refunding RB, Series A-2(c):

   

0.00%, 10/01/46

    475       159,524  

0.00%, 10/01/47

    460       147,982  

0.00%, 10/01/48

    325       100,071  

0.00%, 10/01/49

    265       78,029  

Mid-Bay Florida Bridge Authority, RB, Springing Lien, Series A, 7.25%, 10/01/21(a)

    950       1,033,761  

Village Community Development District No. 10, Special Assessment Bonds, 5.13%, 05/01/43

    695       706,801  
   

 

 

 
      2,558,594  
Georgia — 2.9%  

County of Gainesville Georgia & Hall Hospital Authority, Refunding RB, Northeast Georgia Health System, Inc. Project, Series A (GTD), 5.50%, 08/15/54

    160       174,878  

Main Street Natural Gas, Inc., RB, Series A, 5.00%, 05/15/49

    780       905,697  

Municipal Electric Authority of Georgia, RB, Plant Vogtle Units 3 & 4 Project:

   

4.00%, 01/01/49

    535       514,739  

4.00%, 01/01/59

    1,010       938,250  

Municipal Electric Authority of Georgia, Refunding RB, Series A, 4.00%, 01/01/49

    200       192,426  
   

 

 

 
      2,725,990  
Hawaii — 0.5%  

State of Hawaii Harbor System, ARB, Series A, 5.25%, 07/01/30

    425       427,741  
   

 

 

 
Illinois — 17.6%  

Chicago Board of Education, GO, Project, 5.25%, 12/01/35

    490       485,379  

Chicago Board of Education, GO, Refunding:

   

Dedicated Revenues, Series D, 5.00%, 12/01/27

    280       283,612  

Dedicated Revenues, Series D, 5.00%, 12/01/31

    150       149,133  

Dedicated Revenues, Series F, 5.00%, 12/01/22

    205       208,712  

Dedicated Revenues, Series G, 5.00%, 12/01/44

    150       131,271  

5.00%, 12/01/25

    215       219,440  

Chicago Board of Education, GO, Series C:

   

5.00%, 12/01/46

    175       157,519  

5.00%, 12/01/46

    460       397,863  

City of Chicago Illinois O’Hare International Airport, GARB, 3rd Lien:

   

5.63%, 01/01/35

    155       158,111  

Series A, 5.75%, 01/01/21(a)

    1,260       1,301,971  

Series A, 5.75%, 01/01/39

    240       244,879  

Series C, 6.50%, 01/01/21(a)

    1,855       1,924,284  

City of Chicago Illinois Transit Authority, RB, Sales Tax Receipts, 5.25%, 12/01/40

    330       346,985  

City of Chicago Illinois Waterworks, Refunding RB, 2nd Lien Project, 5.00%, 11/01/42

    500       502,865  
 

 

 

36    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Strategic Municipal Trust (BSD)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Illinois (continued)  

County of Cook Illinois Community College District No. 508, GO, City College of Chicago, 5.50%, 12/01/38

  $ 245     $ 248,293  

Illinois Finance Authority, Refunding RB:

   

Ascension Health, Series A, 5.00%, 11/15/21(a)

    305       324,328  

Presence Health Network, Series C, 5.00%, 02/15/41

    1,600       1,803,952  

Metropolitan Pier & Exposition Authority, RB, McCormick Place Expansion Project Bonds, Series A, 5.00%, 06/15/57

    340       302,777  

Metropolitan Pier & Exposition Authority, Refunding RB, McCormick Place Expansion Project:

   

CAB, Series B (AGM), 0.00%, 06/15/44(c)

    2,980       1,008,164  

4.00%, 06/15/50

    350       291,448  

Series B (AGM), 5.00%, 06/15/50

    1,280       1,283,072  

Series B-2, 5.00%, 06/15/50

    795       795,024  

Railsplitter Tobacco Settlement Authority, RB(a):

   

5.50%, 06/01/21

    175       183,727  

6.00%, 06/01/21

    940       991,973  

State of Illinois, GO, 5.00%, 03/01/37

    455       407,016  

State of Illinois, GO, Refunding, Series B, 5.00%, 10/01/27

    225       220,808  

State of Illinois, GO, Series A:

   

5.00%, 04/01/35

    1,000       904,260  

5.00%, 04/01/38

    1,135       1,010,661  

University of Illinois, RB, Auxiliary Facilities System, Series A, 5.00%, 04/01/44

    310       321,011  
   

 

 

 
      16,608,538  
Indiana — 4.2%  

City of Valparaiso Indiana, RB, Exempt Facilities, Pratt Paper LLC Project, AMT:

   

6.75%, 01/01/34

    245       256,358  

7.00%, 01/01/44

    1,090       1,142,211  

Indiana Finance Authority, RB, Series A:

   

CWA Authority Project, 1st Lien, 5.25%, 10/01/38

    1,020       1,073,867  

Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/44

    140       143,280  

Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/48

    465       477,276  

Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.25%, 01/01/51

    125       128,065  

Indiana Finance Authority, Refunding RB, Marquette Project, 4.75%, 03/01/32

    350       341,880  

Indianapolis Local Public Improvement Bond Bank, RB, Series A, 5.00%, 01/15/40

    400       436,180  
   

 

 

 
      3,999,117  
Iowa — 2.3%  

Iowa Finance Authority, Refunding RB, Iowa Fertilizer Co. Project:

   

Series B, 5.25%, 12/01/50(d)

    890       848,580  

Midwestern Disaster Area, 5.25%, 12/01/25

    145       144,285  

Midwestern Disaster Area, 5.88%, 12/01/26(b)

    130       131,929  

Iowa Student Loan Liquidity Corp., Refunding RB, AMT, Series B, 3.00%, 12/01/39

    1,150       1,082,311  
   

 

 

 
      2,207,105  
Kentucky — 5.4%  

Kentucky Economic Development Finance Authority, RB, Catholic Health Initiatives, Series A, 5.25%, 01/01/23(a)

    325       357,731  

Kentucky Economic Development Finance Authority, Refunding RB, Norton Healthcare, Inc., Series B (NPFGC), 0.00%, 10/01/24(c)

    5,000       4,435,100  

Kentucky Public Transportation Infrastructure Authority, RB, Downtown Crossing Project, Convertible CAB, 1st Tier, Series C, 6.75%, 07/01/43(e)

    375       350,392  
   

 

 

 
      5,143,223  
Security   Par
(000)
    Value  
Louisiana — 2.8%  

Louisiana Local Government Environmental Facilities & Community Development Authority, RB, Westlake Chemical Corp. Project, Series A-1, 6.50%, 11/01/35

  $ 1,055     $ 1,068,261  

Tobacco Settlement Financing Corp., Refunding RB, Asset-Backed, Series A:

   

5.50%, 05/15/30

    320       320,448  

5.25%, 05/15/31

    270       277,242  

5.25%, 05/15/32

    345       362,381  

5.25%, 05/15/33

    375       393,675  

5.25%, 05/15/35

    160       169,637  
   

 

 

 
      2,591,644  
Maryland — 1.4%  

Maryland EDC, Refunding RB, CNX Marine Terminal, Inc., 5.75%, 09/01/25

    645       648,722  

Maryland Health & Higher Educational Facilities Authority, Refunding RB, Charlestown Community Project, 6.25%, 01/01/21(a)

    690       713,432  
   

 

 

 
      1,362,154  
Massachusetts — 1.2%  

Massachusetts Development Finance Agency, RB:

   

Emerson College Issue, Series A, 5.00%, 01/01/47

    540       563,026  

UMass Boston Student Housing Project, 5.00%, 10/01/48

    600       598,050  
   

 

 

 
      1,161,076  
Michigan — 2.7%  

City of Detroit Michigan Sewage Disposal System, Refunding RB, Senior Lien, Series A, 5.25%, 07/01/39

    1,925       2,044,100  

Kalamazoo Hospital Finance Authority, Refunding RB, Bronson Methodist Hospital, 5.50%, 05/15/36

    195       195,220  

Michigan Finance Authority, Refunding RB, Detroit Water & Sewage Department Project, Senior Lien, Series C-1, 5.00%, 07/01/44

    275       285,629  
   

 

 

 
      2,524,949  
Minnesota — 1.7%  

Duluth Economic Development Authority, Refunding RB, Essentia Health Obligated Group, Series A:

   

4.25%, 02/15/48

    1,190       1,208,838  

5.25%, 02/15/58

    400       435,400  
   

 

 

 
      1,644,238  
Missouri — 0.6%  

Bi-State Development Agency of the Missouri-Illinois Metropolitan District, Refunding RB, Combined Lien, Series A, 5.00%, 10/01/44

    80       86,137  

County of St. Louis Missouri IDA, Refunding RB, Friendship Village St. Louis Obligated Group, 5.00%, 09/01/37

    500       435,585  

State of Missouri Health & Educational Facilities Authority, Refunding RB, St. Louis College of Pharmacy Project, 5.50%, 05/01/43

    80       83,652  
   

 

 

 
      605,374  
Nebraska — 0.8%  

Central Plains Energy Project, RB, Gas Project No. 3:

   

5.25%, 09/01/37

    260       276,786  

5.00%, 09/01/42

    455       481,467  
   

 

 

 
      758,253  
New Hampshire — 0.7%  

New Hampshire Business Finance Authority, Refunding RB, Resource Recovery, Covanta
Project(b):

   

Series B, 4.63%, 11/01/42

    490       439,280  

Series C, AMT, 4.88%, 11/01/42

    285       257,631  
   

 

 

 
      696,911  
 

 

 

SCHEDULES OF INVESTMENTS      37  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Strategic Municipal Trust (BSD)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
New Jersey — 12.4%  

Casino Reinvestment Development Authority, Inc., Refunding RB:

   

5.25%, 11/01/39

  $ 320     $ 307,936  

5.25%, 11/01/44

    610       567,068  

County of Essex New Jersey Improvement Authority, RB, AMT, 5.25%, 07/01/45(b)

    340       340,809  

County of Middlesex New Jersey Improvement Authority, RB, Heldrich Center Hotel, Sub-Series B,
6.25%, 01/01/37(f)(g)

    645       9,191  

New Jersey EDA, ARB, Continental Airlines, Inc. Project, 5.13%, 09/15/23

    1,090       1,083,678  

New Jersey EDA, RB:

   

Goethals Bridge Replacement Project, AMT, Private Activity Bond, 5.38%, 01/01/43

    500       508,355  

School Facilities Construction, Series EEE, 5.00%, 06/15/43

    1,540       1,493,954  

New Jersey EDA, Refunding RB, Series BBB, 5.50%, 06/15/31

    775       806,263  

New Jersey EDA, Refunding, Special Assessment Bonds, Kapkowski Road Landfill Project, 5.75%, 04/01/31

    705       687,312  

New Jersey Transportation Trust Fund Authority, RB:

   

Federal Highway Reimbursement Revenue Notes, Series A, 5.00%, 06/15/28

    500       552,000  

Transportation Program, Series AA, 5.00%, 06/15/45

    415       399,309  

Transportation System, Series A, 5.50%, 06/15/21(a)

    575       606,573  

Transportation System, Series B, 5.25%, 06/15/36

    790       791,541  

Rutgers — The State University of New Jersey, Refunding RB, Series L, 5.00%, 05/01/23(a)

    165       185,506  

Tobacco Settlement Financing Corp., Refunding RB:

   

Series A, 5.00%, 06/01/35

    450       502,803  

Series A, 5.25%, 06/01/46

    1,065       1,134,949  

Sub-Series B, 5.00%, 06/01/46

    1,755       1,764,337  
   

 

 

 
      11,741,584  
New York — 10.2%  

City of New York, GO, Multi Modal, Series D-1, 4.00%, 03/01/44

    375       402,600  

City of New York Transitional Finance Authority Future Tax Secured Revenue, RB, Fiscal 2012, Sub-Series E-1, 5.00%, 02/01/42

    770       809,016  

Counties of Buffalo & Erie New York Industrial Land Development Corp., Refunding RB, The Charter School for Applied Technologies Project, Series A, 5.00%, 06/01/35

    500       531,875  

Counties of New York Tobacco Trust IV, Refunding RB, Settlement Pass-Through Turbo, Series A, 6.25%, 06/01/41(b)

    600       598,500  

County of Westchester New York Healthcare Corp., RB, Senior Lien, Series A, 5.00%, 11/01/44

    270       284,488  

Metropolitan Transportation Authority, RB, Series B, 5.25%, 11/15/38

    750       777,975  

New York City Housing Development Corp., RB, M/F Housing, Series C-1A, 4.20%, 11/01/44

    1,500       1,553,580  

New York Liberty Development Corp., Refunding RB, 3 World Trade Center Project(b):

   

Class 1, 5.00%, 11/15/44

    1,365       1,258,107  

Class 2, 5.15%, 11/15/34

    105       100,647  

Class 2, 5.38%, 11/15/40

    265       260,529  

New York Transportation Development Corp., ARB, LaGuardia Airport Terminal B Redevelopment Project, Series A, AMT, 5.25%, 01/01/50

    1,000       1,019,500  

Port Authority of New York & New Jersey, ARB, Special Project, JFK International Air Terminal LLC Project, Series 8:

   

6.00%, 12/01/36

    410       417,355  

6.00%, 12/01/42

    395       397,394  
Security   Par
(000)
    Value  
New York (continued)  

State of New York Power Authority, RB, Series A, 4.00%, 11/15/60(h)

  $ 350     $ 369,044  

State of New York Thruway Authority, Refunding RB, Subordinate, Series B, 4.00%, 01/01/45

    805       829,778  
   

 

 

 
      9,610,388  
North Carolina — 0.8%  

North Carolina Medical Care Commission, Refunding RB, 1st Mortgage, Retirement Facilities Whitestone Project, Series A, 7.75%, 03/01/21(a)

    185       195,491  

North Carolina Turnpike Authority, RB, Senior Lien, Triangle Express Way System (AGM), 4.00%, 01/01/55

    195       199,128  

University of North Carolina at Chapel Hill, RB, University of North Carolina Hospital at Chapal Hills, 5.00%, 02/01/45

    295       382,146  
   

 

 

 
      776,765  
Ohio — 2.0%  

Buckeye Tobacco Settlement Financing Authority, Refunding RB, Senior, Class 2, Series B-2, 5.00%, 06/01/55

    1,125       995,265  

County of Allen Ohio Hospital Facilities, Refunding RB, Mercy Health, Series A, 4.00%, 11/01/44

    450       454,711  

County of Franklin Ohio, RB, OPRS Communities Obligation Group, Series A:

   

6.13%, 07/01/22(a)

    15       16,696  

6.13%, 07/01/40

    195       198,171  

Ohio Air Quality Development Authority, RB, AMG Vanadium Project, AMT, 5.00%, 07/01/49(b)

    250       227,135  
   

 

 

 
      1,891,978  
Oklahoma — 1.0%  

Oklahoma Development Finance Authority, RB, OU Medicine Project, Series B, 5.25%, 08/15/48

    390       401,302  

Tulsa County Industrial Authority, Refunding RB, Montereau, Inc. Project, 5.25%, 11/15/45

    585       560,407  
   

 

 

 
      961,709  
Oregon — 1.0%  

County of Clackamas Oregon School District No. 12 North Clackamas, GO, CAB, Series A, 0.00%, 06/15/38(c)

    395       199,744  

State of Oregon Facilities Authority, RB, Student Housing, CHF-Ashland, Southern Oregon University Project (AGM), 5.00%, 07/01/44

    715       757,814  
   

 

 

 
      957,558  
Pennsylvania — 2.6%  

Allentown Neighborhood Improvement Zone Development Authority, RB, Subordinate, City Center Project(b):

   

5.00%, 05/01/28

    90       90,625  

5.13%, 05/01/32

    100       99,841  

5.38%, 05/01/42

    145       138,598  

City of Philadelphia Pennsylvania Hospitals & Higher Education Facilities Authority, RB, Temple University Health System, Series A, 5.63%, 07/01/42

    200       206,986  

Pennsylvania Economic Development Financing Authority, RB, AMT, 5.00%, 06/30/42

    650       654,719  

Pennsylvania Economic Development Financing Authority, Refunding RB, National Gypsum Co., AMT, 5.50%, 11/01/44

    480       411,897  

Pennsylvania Higher Educational Facilities Authority, RB, University of Pennsylvania Health System Obligation, 4.00%, 08/15/44

    490       517,989  

Pennsylvania Turnpike Commission, RB, Series A, 5.00%, 12/01/44

    345       371,396  
   

 

 

 
      2,492,051  
Puerto Rico — 5.7%  

Children’s Trust Fund, Refunding RB, Tobacco Settlement Asset-Backed Bonds, 5.63%, 05/15/43

    395       389,115  
 

 

 

38    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Strategic Municipal Trust (BSD)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Puerto Rico (continued)  

Commonwealth of Puerto Rico Aqueduct & Sewer Authority, RB, Senior Lien, Series A:

   

5.00%, 07/01/33

  $ 830     $ 788,375  

5.13%, 07/01/37

    240       226,606  

Commonwealth of Puerto Rico Aqueduct & Sewer Authority, Refunding RB, Senior Lien, Series A:

   

6.00%, 07/01/38

    245       242,971  

6.00%, 07/01/44

    440       439,921  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, Restructured:

   

Series A-1, 4.75%, 07/01/53

    528       475,638  

Series A-1, 5.00%, 07/01/58

    2,167       2,024,021  

Series A-2, 4.33%, 07/01/40

    345       308,120  

Series A-2, 4.78%, 07/01/58

    567       510,408  
   

 

 

 
      5,405,175  
Rhode Island — 2.7%  

Tobacco Settlement Financing Corp., Refunding RB, Series B:

   

4.50%, 06/01/45

    830       846,060  

5.00%, 06/01/50

    1,580       1,651,195  
   

 

 

 
      2,497,255  
South Carolina — 3.7%  

State of South Carolina Jobs EDA, Refunding RB, Prisma Health Obligated Group, Series A, 5.00%, 05/01/43

    680       734,665  

State of South Carolina Ports Authority, ARB, AMT, 5.25%, 07/01/25(a)

    335       399,277  

State of South Carolina Public Service Authority, RB:

   

Santee Cooper, Series A, 5.50%, 12/01/54

    1,235       1,303,468  

Series E, 5.50%, 12/01/53

    500       525,530  

State of South Carolina Public Service Authority, Refunding RB, Series E, 5.25%, 12/01/55

    540       571,752  
   

 

 

 
      3,534,692  
Tennessee — 0.5%  

City of Chattanooga Health Educational & Housing Facility Board, RB, Catholic Health Initiatives, Series A, 5.25%, 01/01/23(a)

    440       487,494  
   

 

 

 
Texas — 9.4%  

Brazos Higher Education Authority, Inc., RB, Subordinate, Student Loan Program, Series 1B (AMT), 3.00%, 04/01/40

    175       148,082  

Central Texas Regional Mobility Authority, Refunding RB:

   

Senior Lien, 6.25%, 01/01/21(a)

    680       704,725  

Sub-Lien, 5.00%, 01/01/33

    115       118,123  

City of Houston Texas Airport System, Refunding ARB, United Airlines, Inc. Terminal E Project, AMT, 5.00%, 07/01/29

    135       133,615  

Clifton Higher Education Finance Corp., RB, Idea Public Schools, 6.00%, 08/15/43

    230       253,941  

County of Harris Texas Cultural Education Facilities Finance Corp., RB, 1st Mortgage, Brazos Presbyterian Homes, Inc. Project, Series B, 7.00%, 01/01/23(a)

    145       168,051  

County of Harris Texas-Houston Sports Authority, Refunding RB, CAB, Senior Lien, Series A (NPFGC) (AGM), 0.00%, 11/15/38(c)

    4,750       2,077,317  

County of Midland Texas Fresh Water Supply District No. 1, RB, CAB, City of Midland Projects, Series A, 0.00%, 09/15/37(c)

    4,485       2,253,219  

North Texas Tollway Authority, RB, CAB, Special Project System, Series B, 0.00%, 09/01/31(a)(c)

    640       328,864  

North Texas Tollway Authority, Refunding RB, 4.25%, 01/01/49

    565       610,980  

Texas Private Activity Bond Surface Transportation Corp., RB:

   

Segment 3C Project, AMT, 5.00%, 06/30/58

    650       672,496  
Security   Par
(000)
    Value  
Texas (continued)  

Senior Lien, Blueridge Transportation Group, AMT, 5.00%, 12/31/55

  $ 450     $ 425,506  

Senior Lien, LBJ Infrastructure Group LLC, 7.00%, 06/30/40

    500       501,210  

Texas Transportation Commission, RB, First Tier Toll Revenue(c):

   

CAB, 0.00%, 08/01/42

    855       297,891  

0.00%, 08/01/40

    500       194,530  
   

 

 

 
      8,888,550  
Virginia — 2.2%  

Ballston Quarter Community Development Authority, Tax Allocation Bonds, Series A:

   

5.00%, 03/01/26

    165       163,155  

5.13%, 03/01/31

    320       306,854  

Virginia Small Business Financing Authority, RB, Senior Lien, Elizabeth River Crossings OpCo LLC Project, AMT:

   

5.25%, 01/01/32

    250       254,363  

6.00%, 01/01/37

    1,320       1,360,696  
   

 

 

 
      2,085,068  
Washington — 1.1%  

Port of Seattle Washington, RB, Intermediate Lien, Series C, AMT, 5.00%, 04/01/40

    235       249,213  

Washington Health Care Facilities Authority, RB, Catholic Health Initiatives, Series A, 5.75%, 01/01/45

    715       766,480  
   

 

 

 
      1,015,693  
Wisconsin — 0.5%  

Public Finance Authority, Refunding RB, Wingate University, Series A, 5.25%, 10/01/48

    425       454,865  
   

 

 

 

Total Municipal Bonds — 120.0%
(Cost — $111,276,385)

 

    113,454,835  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts — 48.1%(i)

 

California — 5.0%

   

City of Los Angeles California Department of Airports, ARB, Los Angeles International Airport, Series B, AMT, 5.00%, 05/15/46

    2,000       2,160,160  

Sacramento Area Flood Control Agency, Refunding, Consolidated Capital Assessment District No. 2, Series A, 5.00%, 10/01/43

    2,160       2,514,585  
   

 

 

 
      4,674,745  
Colorado — 2.5%  

Colorado Health Facilities Authority, Refunding RB, Commonspirit Health, Series A, 4.00%, 08/01/49(j)

    1,130       1,089,388  

County of Adams Colorado, COP, Refunding, 4.00%, 12/01/45

    1,180       1,252,546  
   

 

 

 
      2,341,934  
District of Columbia — 0.6%  

District of Columbia Housing Finance Agency, RB, M/F Housing, Series B-2 (FHA), 4.10%, 09/01/39

    520       564,850  
   

 

 

 
Florida — 1.8%  

Escambia County Health Facilities Authority, Refunding RB, Health Care Facilities Revenue Bonds, 4.00%, 08/15/45(b)(d)(j)

    1,751       1,712,955  
   

 

 

 
Georgia — 1.1%  

County of Dalton Whitfield Joint Development Authority, RB, Hamilton Health Care System Obligation, 4.00%, 08/15/48(b)(d)

    1,025       1,057,154  
   

 

 

 
Idaho — 1.5%  

Idaho State Building Authority, RB, State Office Campus Project, Series A, 4.00%, 09/01/48

    1,330       1,448,649  
   

 

 

 
 

 

 

SCHEDULES OF INVESTMENTS      39  


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Strategic Municipal Trust (BSD)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Illinois — 2.3%  

State of Illinois Toll Highway Authority, RB, Series C, 5.00%, 01/01/38

  $ 1,997     $ 2,181,747  
   

 

 

 
Iowa — 1.2%  

Iowa Finance Authority, Refunding RB, UnityPoint Health, Series E, 4.00%, 08/15/46

    1,125       1,151,179  
   

 

 

 
Massachusetts — 2.3%  

Massachusetts Housing Finance Agency, Refunding RB, Series A, AMT, 4.50%, 12/01/47

    1,305       1,371,384  

Massachusetts School Building Authority, RB, Senior, Series B, 5.00%, 10/15/21(a)

    720       764,440  
   

 

 

 
      2,135,824  
Michigan — 3.7%  

Michigan Finance Authority, RB, Multi Model- McLaren Health Care, 4.00%, 02/15/47

    1,248       1,290,344  

Michigan State Housing Development Authority, RB, M/F Housing, Series A, 4.15%, 10/01/53

    2,117       2,237,073  
   

 

 

 
      3,527,417  
New York — 9.1%  

City of New York Housing Development Corp., Refunding RB, Sustainable Neighborhood Bonds, Series A, 4.15%, 11/01/38

    1,460       1,560,594  

Hudson Yards Infrastructure Corp., RB, Senior-Fiscal 2012(j):

   

5.75%, 02/15/21(a)

    310       320,448  

5.75%, 02/15/47

    190       197,130  

New York Liberty Development Corp., ARB, 1 World Trade Center Port Authority Consolidated Bonds, 5.25%, 12/15/43

    3,375       3,539,095  

New York Liberty Development Corp., Refunding RB, 4 World Trade Center Project, 5.75%, 11/15/51(j)

    2,030       2,117,345  

Port Authority of New York & New Jersey, Refunding ARB, Series194th, 5.25%, 10/15/55

    810       892,733  
   

 

 

 
      8,627,345  
North Carolina — 1.8%  

North Carolina Capital Facilities Finance Agency, Refunding RB, Duke University Project, Series B, 5.00%, 10/01/55

    800       912,408  

North Carolina Housing Finance Agency, RB, S/F Housing, Series 39-B (Ginnie Mae, Fannie Mae & Freddie Mac), 4.00%, 01/01/48(b)(d)

    717       765,327  
   

 

 

 
      1,677,735  
Pennsylvania — 7.1%  

County of Lehigh Pennsylvania, Refunding RB, Lehigh Valley Health Network, 4.00%, 07/01/49(b)(d)(j)

    2,501       2,528,291  

County of Westmoreland Pennsylvania Municipal Authority, Refunding RB, (BAM), 5.00%, 08/15/38

    1,034       1,178,927  

Pennsylvania Turnpike Commission, RB, Sub-Series A, 5.50%, 12/01/42

    1,379       1,550,707  

Pennsylvania Turnpike Commission, Refunding RB, Sub Series B-2 (AGM), 5.00%, 06/01/35

    1,280       1,469,530  
   

 

 

 
      6,727,455  
Rhode Island — 1.8%  

Rhode Island Health & Educational Building Corp., RB, Series A, 4.00%, 09/15/47

    1,532       1,676,843  
   

 

 

 
Texas — 3.2%  

City of San Antonio Texas Electric & Gas Systems Revenue, RB, Junior Lien, 5.00%, 02/01/43

    780       848,585  

County of Harris Texas Metropolitan Transit Authority, Refunding RB, Series A, 5.00%, 11/01/21(a)

    1,080       1,147,533  

University of Texas, Refunding RB, Financing System, Series B, 5.00%, 08/15/43

    975       1,051,298  
   

 

 

 
      3,047,416  
Security   Par
(000)
    Value  
Virginia — 1.8%  

Hampton Roads Transportation Accountability Commission, RB, Transportation Fund, Senior Lien, Series A, 5.50%, 07/01/57(j)

  $ 1,413     $ 1,695,543  
   

 

 

 
West Virginia — 1.3%  

Morgantown Utility Board, Inc., RB, Series B, 4.00%, 12/01/48(j)

    1,161       1,226,709  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 48.1%
(Cost — $44,279,280)

 

    45,475,500  
   

 

 

 

Total Long-Term Investments — 168.1%
(Cost — $155,555,665)

 

    158,930,335  
   

 

 

 
     Shares         
Short-Term Securities — 1.5%  

BlackRock Liquidity Funds, MuniCash, Institutional Class, 0.15%(k)(l)

    1,394,020       1,394,299  
   

 

 

 

Total Short-Term Securities — 1.5%
(Cost — $1,394,299)

 

    1,394,299  
   

 

 

 

Total Investments — 169.6%
(Cost — $156,949,964)

 

    160,324,634  

Other Assets Less Liabilities — 3.0%

 

    2,892,693  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (27.2)%

 

    (25,762,821

VMTP Shares, at Liquidation Value — (45.4)%

 

    (42,900,000
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $ 94,554,506  
   

 

 

 

 

(a) 

U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

(b) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(c) 

Zero-coupon bond.

(d) 

Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.

(e) 

Step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate as of period end.

(f) 

Non-income producing security.

(g) 

Issuer filed for bankruptcy and/or is in default.

(h) 

When-issued security.

(i) 

Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Trust. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

(j) 

All or a portion of the security is subject to a recourse agreement. The aggregate maximum potential amount the Trust could ultimately be required to pay under the agreements, which expire between August 15, 2020 to February 15, 2028, is $6,151,734. See Note 4 of the Notes to Financial Statements for details.

(k) 

Annualized 7-day yield as of period end.

 

 

 

40    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

April 30, 2020

  

BlackRock Strategic Municipal Trust (BSD)

 

(l) 

Investments in issuers considered to be an affiliate/affiliates of the Trust during the year ended April 30, 2020 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

Affiliated Issuer    Shares
Held at
04/30/19
     Shares
Purchased
     Shares
Sold
     Shares
Held at
04/30/20
     Value at
04/30/20
     Income      Net
Realized
Gain (Loss)
 (a)
     Change in
Unrealized
Appreciation
(Depreciation)
 

BlackRock Liquidity Funds, MuniCash, Institutional Class

            1,394,020 (b)              1,394,020      $ 1,394,299      $ 6,194      $ 1,413      $  
              

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Includes net capital gain distributions, if applicable.

 
  (b) 

Represents net shares purchased (sold).

 

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended April 30, 2020, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

      Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

Net Realized Gain (Loss) from:

                    

Futures contracts

   $      $      $      $      $ (2,008,429    $      $ (2,008,429
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

 

              

Futures contracts

   $      $      $      $      $ 42,843      $      $ 42,843  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments:

 

Futures contracts:

        

Average notional value of contracts — short

   $ 6,223,203  

For more information about the Trust’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments. For information about the Trust’s policy regarding valuation of investments, refer to the Notes to Financial Statements.

The following tables summarize the Trust’s investments categorized in the disclosure hierarchy:

 

      Level 1        Level 2        Level 3        Total  

Assets:

                 

Investments:

                 

Long-Term Investments(a)

   $        $ 158,930,335        $        $ 158,930,335  

Short-Term Securities

     1,394,299                            1,394,299  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 1,394,299        $ 158,930,335        $        $ 160,324,634  
  

 

 

      

 

 

      

 

 

      

 

 

 

 

  (a) 

See above Schedule of Investments for values in each state or political subdivision.

 

The Trust may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, such assets and/or liabilities are categorized within the disclosure hierarchy as follows:

 

      Level 1        Level 2        Level 3        Total  

Liabilities:

                 

TOB Trust Certificates

   $        $ (25,654,427      $        $ (25,654,427

VMTP Shares at Liquidation Value

              (42,900,000                 (42,900,000
  

 

 

      

 

 

      

 

 

      

 

 

 
   $        $ (68,554,427      $        $ (68,554,427
  

 

 

      

 

 

      

 

 

      

 

 

 

 

 

SCHEDULES OF INVESTMENTS      41  


Statements of Assets and Liabilities

April 30, 2020

 

     BKN      BTA     BFK     BSD  

ASSETS

        

Investments at value — unaffiliated(a)

  $ 429,713,541      $ 259,167,606     $ 954,307,077     $ 158,930,335  

Investments at value — affiliated(b)

    4,003,899        677,105       13,735,179       1,394,299  

Cash

           702             436  

Receivables:

 

Investments sold

    1,569,657        1,707,665       10,091,013       1,873,591  

Dividends — affiliated

    723        121       5,828       91  

Interest — unaffiliated

    5,278,924        3,858,805       14,008,771       2,258,360  

Prepaid expenses

    23,660        38,956       22,433       24,152  
 

 

 

    

 

 

   

 

 

   

 

 

 

Total assets

    440,590,404        265,450,960       992,170,301       164,481,264  
 

 

 

    

 

 

   

 

 

   

 

 

 

ACCRUED LIABILITIES

        

Payables:

        

Investments purchased

    855,456        1,387,442       2,798,397       588,904  

Administration fees

    112,030                     

Income dividend distributions — Common Shares

    1,013,966        678,014       2,398,477       401,950  

Interest expense and fees

    262,883        143,323       500,206       108,394  

Investment advisory fees

    261,110        263,405       1,007,013       167,975  

Trustees’ and Officer’s fees

    63,686        20,746       213,678       15,128  

Other accrued expenses

    124,904        94,196       181,675       89,980  
 

 

 

    

 

 

   

 

 

   

 

 

 

Total accrued liabilities

    2,694,035        2,587,126       7,099,446       1,372,331  
 

 

 

    

 

 

   

 

 

   

 

 

 

OTHER LIABILITIES

        

TOB Trust Certificates

    56,112,087        36,907,873       135,463,834       25,654,427  

VRDP Shares, at liquidation value of $100,000 per share, net of deferred offering costs(c)(d)(e)

           75,612,012              

VMTP Shares, at liquidation value of $100,000 per share(c)(d)(e)

    125,900,000              270,800,000       42,900,000  
 

 

 

    

 

 

   

 

 

   

 

 

 

Total other liabilities

    182,012,087        112,519,885       406,263,834       68,554,427  
 

 

 

    

 

 

   

 

 

   

 

 

 

Total liabilities

    184,706,122        115,107,011       413,363,280       69,926,758  
 

 

 

    

 

 

   

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

  $ 255,884,282      $ 150,343,949     $ 578,807,021     $ 94,554,506  
 

 

 

    

 

 

   

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS CONSIST OF

        

Paid-in capital(e)(f)(g)

  $ 238,727,657      $ 156,278,770     $ 590,887,916     $ 94,243,839  

Accumulated earnings (loss)

    17,156,625        (5,934,821     (12,080,895     310,667  
 

 

 

    

 

 

   

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

  $ 255,884,282      $ 150,343,949     $ 578,807,021     $ 94,554,506  
 

 

 

    

 

 

   

 

 

   

 

 

 

Net asset value, offering and redemption price per share

  $ 14.89      $ 11.20     $ 12.91     $ 12.94  
 

 

 

    

 

 

   

 

 

   

 

 

 

(a) Investments at cost — unaffiliated

  $ 408,310,391      $ 258,124,859     $ 945,216,154     $ 155,555,665  

(b) Investments at cost — affiliated

  $ 4,003,373      $ 677,098     $ 13,729,814     $ 1,394,299  

(c) Preferred Shares outstanding

    1,259        760       2,708       429  

(d) Preferred Shares authorized

    7,121        Unlimited       Unlimited       Unlimited  

(e) Par value per Preferred Share and Common Share

  $ 0.10      $ 0.001     $ 0.001     $ 0.001  

(f)  Common Shares outstanding

    17,185,859        13,426,027       44,831,340       7,308,173  

(g) Common Shares authorized

    199,994,138        Unlimited       Unlimited       Unlimited  

See notes to financial statements.

 

 

42    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Statements of Operations

Year Ended April 30, 2020

 

     BKN     BTA     BFK     BSD  

INVESTMENT INCOME

 

Dividends — affiliated

  $ 14,579     $ 9,324     $ 97,242     $ 6,194  

Interest — unaffiliated

    18,638,154       12,308,632       44,827,257       7,574,350  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total investment income

    18,652,733       12,317,956       44,924,499       7,580,544  
 

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES

 

Investment advisory

    1,609,254       1,699,304       6,193,177       1,044,859  

Administration

    689,680                    

Accounting services

    69,312       29,377       84,288       41,138  

Professional

    69,208       71,391       115,255       58,054  

Rating agency

    46,484       30,545       46,506       58,367  

Transfer agent

    31,841       21,728       47,829       20,019  

Trustees and Officer

    16,228       11,791       32,466       7,657  

Custodian

    10,980       10,123       12,940       10,515  

Printing

    10,954       8,995       13,028       8,534  

Registration

    9,055       9,055       16,632       9,056  

Liquidity fees

          7,760              

Remarketing fees on Preferred Shares

          7,619              

Miscellaneous

    17,978       14,790       20,540       10,602  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses excluding interest expense, fees and amortization of offering costs

    2,580,974       1,922,478       6,582,661       1,268,801  

Interest expense, fees and amortization of offering costs(a)

    3,854,813       2,388,088       8,247,629       1,466,529  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    6,435,787       4,310,566       14,830,290       2,735,330  

Less fees waived and/or reimbursed by the Manager

    (1,062     (715     (7,436     (486
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    6,434,725       4,309,851       14,822,854       2,734,844  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

    12,218,008       8,008,105       30,101,645       4,845,700  
 

 

 

   

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

 

Net realized gain (loss) from:

 

Futures contracts

    (4,804,290     (3,083,691     (10,474,133     (2,008,429

Investments — affiliated

    3,034       774       206       1,413  

Investments — unaffiliated

    920,320       (133,062     2,414,404       (178,058
 

 

 

   

 

 

   

 

 

   

 

 

 
    (3,880,936     (3,215,979     (8,059,523     (2,185,074
 

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation (depreciation) on:

       

Futures contracts

    165,984       60,522       213,210       42,843  

Investments — affiliated

    526       7       7,094        

Investments — unaffiliated

    (11,502,239     (13,853,199     (49,300,899     (6,728,069
 

 

 

   

 

 

   

 

 

   

 

 

 
    (11,335,729     (13,792,670     (49,080,595     (6,685,226
 

 

 

   

 

 

   

 

 

   

 

 

 

Net realized and unrealized loss

    (15,216,665     (17,008,649     (57,140,118     (8,870,300
 

 

 

   

 

 

   

 

 

   

 

 

 

NET DECREASE IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS

  $ (2,998,657   $ (9,000,544   $ (27,038,473   $ (4,024,600
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Related to TOB Trusts, VRDP Shares and/or VMTP Shares.

See notes to financial statements.

 

 

FINANCIAL STATEMENTS      43  


Statements of Changes in Net Assets

 

    BKN           BTA  
    Year Ended April 30,           Year Ended April 30,  
     2020     2019            2020     2019  

INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

         

OPERATIONS

         

Net investment income

  $ 12,218,008     $ 12,176,372       $ 8,008,105     $ 8,367,102  

Net realized loss

    (3,880,936     (1,165,399       (3,215,979     (42,311

Net change in unrealized appreciation (depreciation)

    (11,335,729     9,310,633         (13,792,670     2,841,284  
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations

    (2,998,657     20,321,606         (9,000,544     11,166,075  
 

 

 

   

 

 

     

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS(a)

         

Decrease in net assets resulting from distributions to Common Shareholders

    (11,823,871     (11,812,459       (8,135,464     (8,521,852
 

 

 

   

 

 

     

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS

         

Reinvestment of common distributions

                  48,840        
 

 

 

   

 

 

     

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

         

Total increase (decrease) in net assets applicable to Common Shareholders

    (14,822,528     8,509,147         (17,087,168     2,644,223  

Beginning of year

    270,706,810       262,197,663         167,431,117       164,786,894  
 

 

 

   

 

 

     

 

 

   

 

 

 

End of year

  $ 255,884,282     $ 270,706,810       $ 150,343,949     $ 167,431,117  
 

 

 

   

 

 

     

 

 

   

 

 

 

 

(a) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

44    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Statements of Changes in Net Assets  (continued)

 

    BFK           BSD  
    Year Ended April 30,           Year Ended April 30,  
     2020     2019            2020     2019  

INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

         

OPERATIONS

         

Net investment income

  $ 30,101,645     $ 30,368,713       $ 4,845,700     $ 4,989,987  

Net realized loss

    (8,059,523     (2,100,964       (2,185,074     52,467  

Net change in unrealized appreciation (depreciation)

    (49,080,595     11,675,006         (6,685,226     1,398,382  
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations

    (27,038,473     39,942,755         (4,024,600     6,440,836  
 

 

 

   

 

 

     

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS(a)

         

Decrease in net assets resulting from distributions to Common Shareholders

    (29,230,034     (31,471,601       (4,852,594     (5,006,165
 

 

 

   

 

 

     

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS

         

Reinvestment of common distributions

                  2,164        
 

 

 

   

 

 

     

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

         

Total increase (decrease) in net assets applicable to Common Shareholders

    (56,268,507     8,471,154         (8,875,030     1,434,671  

Beginning of year

    635,075,528       626,604,374         103,429,536       101,994,865  
 

 

 

   

 

 

     

 

 

   

 

 

 

End of year

  $ 578,807,021     $ 635,075,528       $ 94,554,506     $ 103,429,536  
 

 

 

   

 

 

     

 

 

   

 

 

 

 

(a) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

FINANCIAL STATEMENTS      45  


Statements of Cash Flows

Year Ended April 30, 2020

 

     BKN     BTA     BFK     BSD  

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

       

Net decrease in net assets resulting from operations

  $ (2,998,657   $ (9,000,544   $ (27,038,473   $ (4,024,600

Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:

       

Proceeds from sales of long-term investments and principal paydowns

    73,980,955       96,498,049       165,417,276       60,971,957  

Purchases of long-term investments

    (70,567,340     (95,798,887     (180,121,485     (56,984,982

Net proceeds from sales (purchases) of short-term securities

    (3,096,711     (282,730     4,457,745       (1,392,886

Amortization of premium and accretion of discount on investments and other fees

    (1,061,136     451,271       1,796,911       (2,779

Net realized (gain) loss on investments

    (923,354     132,288       (2,414,610     176,645  

Net unrealized depreciation on investments

    11,501,713       13,853,192       49,293,805       6,728,069  

(Increase) Decrease in Assets:

       

Receivables:

       

Dividends — affiliated

    166       696       17,990       26  

Interest — unaffiliated

    190,945       114,477       1,017,193       181,055  

Prepaid expenses

    (2,012     (19,346     7,022       (3,732

Increase (Decrease) in Liabilities:

       

Payables:

       

Administration fees

    57,150                    

Investment advisory fees

    133,110       126,584       504,295       82,828  

Interest expense and fees

    (1,005     4,778       (106,706     (17,460

Trustees’ and Officer’s fees

    (4,130     (1,262     (26,506     (972

Variation margin on futures contracts

    (94,767     (44,360     (159,313     (28,457

Other accrued expenses

    (36,423     (18,015     (38,080     (21,459
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

    7,078,504       6,016,191       12,607,064       5,663,253  
 

 

 

   

 

 

   

 

 

   

 

 

 

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES

       

Proceeds from TOB Trust Certificates

    9,330,556       14,974,703       55,785,980       6,573,025  

Repayments of TOB Trust Certificates

    (5,217,533     (12,661,465     (39,945,873     (7,757,309

Proceeds from Loan for TOB Trust Certificates

    2,857,447       4,242,373       14,369,517       692,796  

Repayments of Loan for TOB Trust Certificates

    (2,857,447     (4,242,373     (14,369,517     (692,796

Cash dividends paid to Common Shareholders

    (11,789,499     (8,086,433     (29,454,190     (4,865,037

Increase (decrease) in bank overdraft

          (485,140            

Amortization of deferred offering costs

          15,246              
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used for financing activities

    (7,676,476     (6,243,089     (13,614,083     (6,049,321
 

 

 

   

 

 

   

 

 

   

 

 

 

CASH

       

Net decrease in restricted and unrestricted cash

    (597,972     (226,898     (1,007,019     (386,068

Restricted and unrestricted cash at beginning of year

    597,972       227,600       1,007,019       386,504  
 

 

 

   

 

 

   

 

 

   

 

 

 

Restricted and unrestricted cash at end of year

  $     $ 702     $     $ 436  
 

 

 

   

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

       

Cash paid during the year for interest expense

  $ 3,855,818     $ 2,368,064     $ 8,354,335     $ 1,483,989  
 

 

 

   

 

 

   

 

 

   

 

 

 

NON-CASH FINANCING ACTIVITIES

       

Capital shares issued in reinvestment of distributions paid to Common Shareholders

  $     $ 48,840     $     $ 2,164  
 

 

 

   

 

 

   

 

 

   

 

 

 

RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE END OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES

       

Cash

  $     $ 702     $     $ 436  
 

 

 

   

 

 

   

 

 

   

 

 

 

RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE BEGINNING OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES

       

Cash

  $ 113,922     $     $ 192,219     $ 240,904  

Cash pledged for futures contracts

    484,050       227,600       814,800       145,600  
 

 

 

   

 

 

   

 

 

   

 

 

 
  $ 597,972     $ 227,600     $ 1,007,019     $ 386,504  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

 

46    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Financial Highlights

(For a share outstanding throughout each period)

 

    BKN  
    Year Ended April 30,  
     2020      2019      2018      2017      2016  

Net asset value, beginning of year

  $ 15.75      $ 15.26      $ 15.39      $ 16.83      $ 16.09  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.71        0.71        0.73        0.79        0.88  

Net realized and unrealized gain (loss)

    (0.88      0.46        0.02        (1.12      0.77  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    (0.17      1.17        0.75        (0.33      1.65  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders(b)

             

From net investment income

    (0.69      (0.68      (0.73      (0.85      (0.91

From net realized gain

           (0.00 )(c)       (0.15      (0.26       
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions to Common Shareholders

    (0.69      (0.68      (0.88      (1.11      (0.91
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 14.89      $ 15.75      $ 15.26      $ 15.39      $ 16.83  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 14.75      $ 14.31      $ 13.57      $ 14.59      $ 16.94  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(d)

             

Based on net asset value

    (1.16 )%       8.45      5.34      (1.84 )%       10.92
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    7.77      10.81      (1.20 )%       (7.55 )%       15.15
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

             

Total expenses

    2.31      2.53      2.12      1.84      1.46
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and paid indirectly

    2.31      2.53      2.11      1.84      1.46
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and paid indirectly and excluding interest expense and fees, and amortization of offering costs(e)

    0.93      0.94      0.90      0.90      0.89
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    4.39      4.64      4.64      4.87      5.48
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

             

Net assets applicable to Common Shareholders, end of year (000)

  $ 255,884      $ 270,707      $ 262,198      $ 264,551      $ 289,003  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

VMTP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 125,900      $ 125,900      $ 125,900      $ 125,900      $ 125,900  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VMTP Shares at $100,000 liquidation value, end of year

  $ 303,244      $ 315,017      $ 308,259      $ 310,128      $ 329,549  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 56,112      $ 51,999      $ 41,043      $ 30,783      $ 31,286  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    16      29      31      36      28
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Based on average Common Shares outstanding.

(b)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(c)

Amount is greater than $(0.005) per share.

(d)

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(e)

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VMTP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

See notes to financial statements.

 

 

FINANCIAL HIGHLIGHTS      47  


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    BTA  
    Year Ended April 30,  
     2020      2019      2018      2017      2016  

Net asset value, beginning of year

  $ 12.47      $ 12.28      $ 12.27      $ 12.89      $ 12.51  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.60        0.62        0.65        0.67        0.68  

Net realized and unrealized gain (loss)

    (1.26      0.20        0.01        (0.63      0.40  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    (0.66      0.82        0.66        0.04        1.08  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders from net investment income(b)

    (0.61      (0.63      (0.65      (0.66      (0.70
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 11.20      $ 12.47      $ 12.28      $ 12.27      $ 12.89  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 10.92      $ 11.88      $ 11.20      $ 11.66      $ 12.28  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

             

Based on net asset value

    (5.70 )%       7.34      5.76      0.53      9.51
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    (3.49 )%       12.12      1.50      0.28      14.39
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

             

Total expenses

    2.54      2.67      2.33      2.00      1.59
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and paid indirectly

    2.54      2.67      2.33      2.00      1.59
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and paid indirectly and excluding interest expense and fees, and amortization of offering costs(d)(e)

    1.13      1.13      1.14      1.13      1.11
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    4.71      5.11      5.21      5.32      5.45
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

             

Net assets applicable to Common Shareholders, end of year (000)

  $ 150,344      $ 167,431      $ 164,787      $ 164,745      $ 173,050  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 76,000      $ 76,000      $ 76,000      $ 76,000      $ 76,000  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year

  $ 297,821      $ 320,304      $ 316,825      $ 316,770      $ 327,697  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 36,908      $ 34,595      $ 36,025      $ 32,093      $ 25,970  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    34      31      44      43      29
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Based on average Common Shares outstanding.

(b)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(c)

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(d)

The total expense ratio after fees waived and/or reimbursed and paid indirectly and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees were as follows:

 

    Year Ended April 30,  
     2020      2019      2018      2017      2016  

Expense ratios

    1.12      1.12      1.47      1.52     
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(e)

Interest expense, fees and amortization of offering costs related to TOBs and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

See notes to financial statements.

 

 

48    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    BFK  
    Year Ended April 30,  
     2020      2019      2018      2017      2016  

Net asset value, beginning of year

  $ 14.17      $ 13.98      $ 14.24      $ 15.20      $ 14.91  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.67        0.68        0.73        0.81        0.87  

Net realized and unrealized gain (loss)

    (1.28      0.21        (0.22      (0.92      0.32  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    (0.61      0.89        0.51        (0.11      1.19  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders from net investment income(b)

    (0.65      (0.70      (0.77      (0.85      (0.90
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 12.91      $ 14.17      $ 13.98      $ 14.24      $ 15.20  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 12.14      $ 13.79      $ 12.78      $ 14.00      $ 15.44  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

             

Based on net asset value

    (4.51 )%       6.98      3.74      (0.78 )%       8.57
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    (7.74 )%       13.89      (3.54 )%       (3.96 )%       14.76
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

             

Total expenses

    2.30      2.55      2.31      1.99      1.61
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and paid indirectly

    2.30      2.55      2.27      1.98      1.61
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and paid indirectly and excluding interest expense and fees, and amortization of offering costs(d)

    1.02      1.04      1.03      1.06      1.03
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    4.68      4.87      5.06      5.45      5.85
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

             

Net assets applicable to Common Shareholders, end of year (000)

  $ 578,807      $ 635,076      $ 626,604      $ 638,047      $ 680,502  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

VMTP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 270,800      $ 270,800      $ 270,800      $ 270,800      $ 270,800  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VMTP Shares at $100,000 liquidation value, end of year

  $ 313,740      $ 334,518      $ 331,390      $ 335,616      $ 351,293  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 135,464      $ 119,624      $ 128,156      $ 146,562      $ 128,554  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    17      19      9      13      7
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Based on average Common Shares outstanding.

(b)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(c)

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(d)

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VMTP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

See notes to financial statements.

 

 

FINANCIAL HIGHLIGHTS      49  


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    BSD  
    Year Ended April 30,  
     2020      2019      2018      2017      2016  

Net asset value, beginning of year

  $ 14.15      $ 13.96      $ 14.21      $ 15.04      $ 14.76  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.66        0.68        0.72        0.78        0.82  

Net realized and unrealized gain (loss)

    (1.21      0.20        (0.20      (0.82      0.31  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    (0.55      0.88        0.52        (0.04      1.13  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders from net investment income(b)

    (0.66      (0.69      (0.77      (0.79      (0.85
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 12.94      $ 14.15      $ 13.96      $ 14.21      $ 15.04  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 12.17      $ 13.21      $ 12.65      $ 13.67      $ 15.02  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

             

Based on net asset value

    (4.10 )%       6.99      3.89      (0.19 )%       8.32
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    (3.38 )%       10.23      (2.15 )%       (3.85 )%       14.05
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

             

Total expenses

    2.60      2.81      2.46      2.08      1.72
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and paid indirectly

    2.60      2.81      2.46      2.08      1.72
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and paid indirectly and excluding interest expense and fees, and amortization of offering costs(d)

    1.21      1.19      1.20      1.15      1.15
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    4.61      4.92      5.05      5.28      5.61
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

             

Net assets applicable to Common Shareholders, end of year (000)

  $ 94,555      $ 103,430      $ 101,995      $ 103,827      $ 109,864  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

VMTP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 42,900      $ 42,900      $ 42,900      $ 42,900      $ 42,900  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VMTP Shares at $100,000 liquidation value, end of year

  $ 320,407      $ 341,094      $ 337,750      $ 342,022      $ 356,093  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 25,654      $ 26,839      $ 27,378      $ 24,984      $ 20,839  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    33      28      34      45      11
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Based on average Common Shares outstanding.

(b)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(c)

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(d)

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VMTP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

See notes to financial statements.

 

 

50    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements

 

1.

ORGANIZATION

The following are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as closed-end management investment companies and are referred to herein collectively as the “Trusts”, or individually as a “Trust”:

 

Trust Name   Herein Referred To As    Organized    Diversification
Classification

BlackRock Investment Quality Municipal Trust, Inc.

  BKN    Maryland    Diversified

BlackRock Long-Term Municipal Advantage Trust

  BTA    Delaware    Diversified*

BlackRock Municipal Income Trust

  BFK    Delaware    Diversified

BlackRock Strategic Municipal Trust

  BSD    Delaware    Diversified

 

  *

The Trust’s classification changed from non-diversified to diversified during the reporting period.

 

The Board of Directors or Trustees, as applicable, of the Trusts are collectively referred to throughout this report as the “Board of Trustees” or the “Board,” and the trustees, thereof are collectively referred to throughout this report as “Trustees”. The Trusts determine and make available for publication the net asset values (“NAVs”) of their Common Shares on a daily basis.

The Trusts, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, are included in a complex of non-index fixed-income mutual funds and all BlackRock-advised closed-end funds referred to as the BlackRock Fixed-Income Complex.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Trust is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income and non-cash dividend income are recorded on the ex-dividend date. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized on an accrual basis.

Segregation and Collateralization: In cases where a Trust enters into certain investments (e.g., futures contracts) or certain borrowings (e.g., TOB Trust transactions) that would be treated as “senior securities” for 1940 Act purposes, a Trust may segregate or designate on its books and records cash or liquid assets having a market value at least equal to the amount of its future obligations under such investments or borrowings. Doing so allows the investment or borrowings to be excluded from treatment as a “senior security.” Furthermore, if required by an exchange or counterparty agreement, the Trusts may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.

Distributions: Distributions from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend date and made at least annually. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

Distributions to Preferred Shareholders are accrued and determined as described in Note 10.

Deferred Compensation Plan: Under the Deferred Compensation Plan (the “Plan”) approved by each Trust’s Board, the trustees who are not “interested persons” of the Trusts, as defined in the 1940 Act (“Independent Trustees”), may defer a portion of their annual complex-wide compensation. Deferred amounts earn an approximate return as though equivalent dollar amounts had been invested in common shares of certain funds in the BlackRock Fixed-Income Complex selected by the Independent Trustees. This has the same economic effect for the Independent Trustees as if the Independent Trustees had invested the deferred amounts directly in certain funds in the BlackRock Fixed-Income Complex.

The Plan is not funded and obligations thereunder represent general unsecured claims against the general assets of each Trust, as applicable. Deferred compensation liabilities are included in the Trustees’ and Officer’s fees payable in the Statements of Assets and Liabilities and will remain as a liability of the Trusts until such amounts are distributed in accordance with the Plan.

Recent Accounting Standards: The Trusts have adopted Financial Accounting Standards Board Accounting Standards Update 2017-08 to amend the amortization period for certain purchased callable debt securities held at a premium. Under the new standard, the Trusts have changed the amortization period for the premium on certain purchased callable debt securities with non-contingent call features to the earliest call date. In accordance with the transition provisions of the standard, the Trusts applied the amendments on a modified retrospective basis beginning with the fiscal period ended April 30, 2020. The adjusted cost basis of securities at April 30, 2019 are as follows:

 

BKN

  $ 411,215,379  

BTA

    260,423,250  

BFK

    955,374,421  

BSD

    160,982,606  

This change in accounting policy has been made to comply with the newly issued accounting standard and had no impact on accumulated earnings (loss) or the NAV of the Trusts.

 

 

NOTES TO FINANCIAL STATEMENTS      51  


Notes to Financial Statements  (continued)

 

Indemnifications: In the normal course of business, a Trust enters into contracts that contain a variety of representations that provide general indemnification. A Trust’s maximum exposure under these arrangements is unknown because it involves future potential claims against a Trust, which cannot be predicted with any certainty.

Other: Expenses directly related to a Trust are charged to that Trust. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

 

3.

INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Trusts’ investments are valued at fair value (also referred to as “market value” within the financial statements) as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern time). U.S. GAAP defines fair value as the price the Trusts would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trusts determine the fair values of their financial instruments using various independent dealers or pricing services under policies approved by the Board. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with a policy approved by the Board as reflecting fair value. The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to oversee the pricing function for all financial instruments.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each Trust’s assets and liabilities:

 

   

Municipal investments (including commitments to purchase such investments on a “when-issued” basis) are valued on the basis of prices provided by dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments and information with respect to various relationships between investments.

 

   

Investments in open-end U.S. mutual funds are valued at NAV each business day.

 

   

Futures contracts traded on exchanges are valued at their last sale price.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such investments, or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Global Valuation Committee will include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that each Trust might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant and consistent with the principles of fair value measurement. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

Fair Value Hierarchy: Various inputs are used in determining the fair value of investments and derivative financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:

 

   

Level 1 – Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that each Trust has the ability to access

 

   

Level 2 – Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs)

 

   

Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Global Valuation Committee’s assumptions used in determining the fair value of investments and derivative financial instruments)

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by privately held companies or funds. There may not be a secondary market, and/or there are a limited number of investors. The categorization of a value determined for investments and derivative financial instruments is based on the pricing transparency of the investments and derivative financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

 

4.

SECURITIES AND OTHER INVESTMENTS

Zero-Coupon Bonds: Zero-coupon bonds are normally issued at a significant discount from face value and do not provide for periodic interest payments. These bonds may experience greater volatility in market value than other debt obligations of similar maturity which provide for regular interest payments.

Forward Commitments, When-Issued and Delayed Delivery Securities: Certain trusts may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis. Settlement of such transactions normally occurs within a month or more after the purchase or sale commitment is made. A trust

 

 

52    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements  (continued)

 

may purchase securities under such conditions with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, a trust may be required to pay more at settlement than the security is worth. In addition, a trust is not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, a trust assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default by the counterparty, a trust’s maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions.

Municipal Bonds Transferred to TOB Trusts: Certain trusts leverage their assets through the use of “TOB Trust” transactions. The trusts transfer municipal bonds into a special purpose trust (a “TOB Trust”). A TOB Trust issues two classes of beneficial interests: short-term floating rate interests (“TOB Trust Certificates”), which are sold to third party investors, and residual inverse floating rate interests (“TOB Residuals”), which are issued to the participating trusts that contributed the municipal bonds to the TOB Trust. The TOB Trust Certificates have interest rates that reset weekly and their holders have the option to tender such certificates to the TOB Trust for redemption at par and any accrued interest at each reset date. The TOB Residuals held by a trust provide the trust with the right to cause the holders of a proportional share of the TOB Trust Certificates to tender their certificates to the TOB Trust at par plus accrued interest. The trusts may withdraw a corresponding share of the municipal bonds from the TOB Trust. Other trusts managed by the investment adviser may also contribute municipal bonds to a TOB Trust into which a trust has contributed bonds. If multiple BlackRock-advised funds participate in the same TOB Trust, the economic rights and obligations under the TOB Residuals will be shared among the trusts ratably in proportion to their participation in the TOB Trust.

TOB Trusts are supported by a liquidity facility provided by a third party bank or other financial institution (the “Liquidity Provider”) that allows the holders of the TOB Trust Certificates to tender their certificates in exchange for payment of par plus accrued interest on any business day. The tendered TOB Trust Certificates are remarketed by a Remarketing Agent. In the event of a failed remarketing, the TOB Trust may draw upon a loan from the Liquidity Provider to purchase the tendered TOB Trust Certificates. Any loans made by the Liquidity Provider will be secured by the purchased TOB Trust Certificates held by the TOB Trust and will be subject to an increased interest rate based on number of days the loan is outstanding.

The TOB Trust may be collapsed without the consent of a trust, upon the occurrence of a termination event, as defined in the TOB Trust agreement. Upon the occurrence of a termination event, a TOB Trust would be liquidated with the proceeds applied first to any accrued fees owed to the trustee of the TOB Trust, the Remarketing Agent and the Liquidity Provider. Upon certain termination events, TOB Trust Certificates holders will be paid before the TOB Residuals holders (i.e., the Trusts) whereas in other termination events, TOB Trust Certificates holders and TOB Residuals holders will be paid pro rata.

While a trust’s investment policies and restrictions expressly permit investments in inverse floating rate securities, such as TOB Residuals, they restrict the ability of a trust to borrow money for purposes of making investments. Each trust’s transfer of the municipal bonds to a TOB Trust is considered a secured borrowing for financial reporting purposes. The cash received by the TOB Trust from the sale of the TOB Trust Certificates, less certain transaction expenses, is paid to a trust. A trust typically invests the cash received in additional municipal bonds.

Accounting for TOB Trusts: The municipal bonds deposited into a TOB Trust are presented in a trust’s Schedules of Investments and the TOB Trust Certificates are shown in Other Liabilities in the Statements of Assets and Liabilities. Any loans drawn by the TOB Trust pursuant to the liquidity facility to purchase tendered TOB Trust Certificates are shown as Loan for TOB Trust Certificates. The carrying amount of a trust’s payable to the holder of the TOB Trust Certificates as reported in the Statements of Assets and Liabilities as TOB Trust Certificates approximates its fair value.

Interest income, including amortization and accretion of premiums and discounts, from the underlying municipal bonds is recorded by a trust on an accrual basis. Interest expense incurred on the TOB Trust transaction and other expenses related to remarketing, administration, trustee, liquidity and other services to a TOB Trust are shown as interest expense, fees and amortization of offering costs in the Statements of Operations. Fees paid upon creation of the TOB Trust are recorded as debt issuance costs and are amortized to interest expense, fees and amortization of offering costs in the Statements of Operations to the expected maturity of the TOB Trust. In connection with the restructurings of the TOB Trusts to non-bank sponsored TOB Trusts, the trusts incurred non-recurring, legal and restructuring fees, which are recorded as interest expense, fees and amortization of deferred offering costs in the Statements of Operations. Amounts recorded within interest expense, fees and amortization of offering costs in the Statements of Operations are:

 

     Interest Expense      Liquidity Fees      Other Expenses      Total  

BKN

  $ 806,229      $ 231,456      $ 76,648      $ 1,114,333  

BTA

    533,127        159,873        48,562        741,562  

BFK

    1,706,735        479,689        166,671        2,353,095  

BSD

    384,601        108,637        39,482        532,720  

For the year ended April 30, 2020, the following table is a summary of each Trust’s TOB Trusts:

 

     Underlying
Municipal Bonds
Transferred to
TOB Trusts
 (a)
     Liability for
TOB Trust
Certificates
 (b)
     Range of
Interest Rates
on TOB Trust
Certificates at
Period End
     Average
TOB Trust
Certificates
Outstanding
     Daily Weighted
Average Rate
of Interest and
Other Expenses
on TOB Trusts
 

BKN

  $ 92,743,919      $ 56,112,087        0.25% — 0.44%      $ 55,461,252        2.01

BTA

    63,012,034        36,907,873        0.19% — 0.40%        36,459,468        2.03  

BFK

    216,420,496        135,463,834        0.16% — 0.73%        117,780,251        1.99  

BSD

    45,475,500        25,654,427        0.19% — 0.40%        26,156,330        2.04  

 

  (a) 

The municipal bonds transferred to a TOB Trust are generally high grade municipal bonds. In certain cases, when municipal bonds transferred are lower grade municipal bonds, the TOB Trust transaction may include a credit enhancement feature that provides for the timely payment of principal and interest on the bonds to the TOB Trust by a credit

 

 

 

NOTES TO FINANCIAL STATEMENTS      53  


Notes to Financial Statements  (continued)

 

  enhancement provider in the event of default of the municipal bond. The TOB Trust would be responsible for the payment of the credit enhancement fee and the trusts, as TOB Residuals holders, would be responsible for reimbursement of any payments of principal and interest made by the credit enhancement provider. The maximum potential amounts owed by the trusts, for such reimbursements, as applicable, are included in the maximum potential amounts disclosed for recourse TOB Trusts.  
  (b)

TOB Trusts may be structured on a non-recourse or recourse basis. When a Trust invests in TOB Trusts on a non-recourse basis, the Liquidity Provider may be required to make a payment under the liquidity facility to allow the TOB Trust to repurchase TOB Trust Certificates. The Liquidity Provider will be reimbursed from the liquidation of bonds held in the TOB Trust. If a trust invests in a TOB Trust on a recourse basis, a trust enters into a reimbursement agreement with the Liquidity Provider where a trust is required to reimburse the Liquidity Provider for any shortfall between the amount paid by the Liquidity Provider and proceeds received from liquidation of municipal bonds held in the TOB Trust (the “Liquidation Shortfall”). As a result, if a trust invests in a recourse TOB Trust, the trust will bear the risk of loss with respect to any Liquidation Shortfall. If multiple funds participate in any such TOB Trust, these losses will be shared ratably, including the maximum potential amounts owed by a trust at April 30, 2020, in proportion to their participation in the TOB Trust. The recourse TOB Trusts are identified in the Schedules of Investments including the maximum potential amounts owed by a trust at April 30, 2020.

 

For the year ended April 30, 2020, the following table is a summary of each Trust’s Loan for TOB Trust Certificates:

 

     Loans
Outstanding
at Period End
     Range of
Interest Rates
on Loans at
Period End
     Average
Loans
Outstanding
     Daily Weighted
Average Rate
of Interest and
Other Expenses
on Loans
 

BKN

  $             35,211        0.69

BTA

                  34,774        0.71  

BFK

                  183,314        0.70  

BSD

                  4,440        0.71  

 

5.

DERIVATIVE FINANCIAL INSTRUMENTS

The Trusts engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Trusts and/or to manage their exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedules of Investments. These contracts may be transacted on an exchange or over-the-counter.

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are agreements between the Trusts and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Trusts are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statements of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited, if any, is shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Trusts agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest, foreign currency exchange rates or underlying assets.

 

6.

INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory: Each Trust entered into an Investment Advisory Agreement with the Manager, the Trusts’ investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory and administrative services. The Manager is responsible for the management of each Trust’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Trust.

For such services, each Trust, except BTA, pays the Manager a monthly fee at an annual rate equal to the following percentages of the average weekly value of each Trust’s managed assets. For such services, BTA pays the Manager a monthly fee at an annual rate equal to a percentage of the average weekly value of the Trust’s net assets.

 

     BKN     BTA     BFK     BSD  

Investment advisory fees

    0.35     1.00     0.60     0.60

For purposes of calculating these fees, “managed assets” are determined as total assets of the Trust (including any assets attributable to money borrowed for investment purposes) less the sum of its accrued liabilities (other than money borrowed for investment purposes).

For purposes of calculating this fee, “net assets” mean the total assets of BTA minus the sum of its accrued liabilities (which includes liabilities represented by TOB Trusts and the liquidation preference of any outstanding preferred shares). It is understood that the liquidation preference of any outstanding preferred shares (other than accumulated dividends) and TOB Trusts is not considered a liability in determining the Trust’s NAV.

Administration: BKN has an Administration Agreement with the Manager. The administration fee paid monthly to the Manager is computed at an annual rate of 0.15% of the Trust’s average weekly managed assets.

 

 

54    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements  (continued)

 

Waivers: With respect to each Trust, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Trust pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2021. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of a Trust. Prior to December 1, 2019, this waiver was voluntary. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended April 30, 2020, the amounts waived were as follows:

 

     BKN      BTA      BFK      BSD  

Amounts waived

  $ 1,062      $ 715      $ 7,436      $ 486  

The Manager contractually agreed to waive its investment advisory fee with respect to any portion of each Trust’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2021. The agreement can be renewed for annual periods thereafter, and may be terminated on 90 days’ notice, each subject to approval by a majority of the Trusts’ Independent Trustees. For the year ended April 30, 2020, there were no fees waived and/or reimbursed by the Manager pursuant to this agreement.

Trustees and Officers: Certain trustees and/or officers of the Trusts are directors and/or officers of BlackRock or its affiliates. The Trusts reimburse the Manager for a portion of the compensation paid to the Trusts’ Chief Compliance Officer, which is included in Trustees and Officer in the Statements of Operations.

 

7.

PURCHASES AND SALES

For the year ended April 30, 2020, purchases and sales of investments, excluding short-term securities, were as follows:

 

     BKN      BTA      BFK      BSD  

Purchases

  $ 71,422,796      $ 96,326,329      $ 182,919,882      $ 57,573,886  

Sales

    75,405,612        97,646,793        175,508,289        62,825,548  

 

8.

INCOME TAX INFORMATION

It is each Trust’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.

Each Trust files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Trust’s U.S. federal tax returns generally remains open for each of the four years ended April 30, 2020. The statutes of limitations on each Trust’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Trusts as of April 30, 2020, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Trusts’ financial statements.

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAVs per share. As of period end, the following permanent differences, attributable to non-deductible expenses, were reclassified to the following accounts:

 

     BKN      BTA     BFK      BSD  

Paid-in capital

  $      $ (15,246   $      $  

Accumulated earnings (loss)

           15,246               

The tax character of distributions paid was as follows:

 

     BKN      BTA      BFK      BSD  

Tax-exempt income(a)

          

4/30/2020

  $ 14,558,611      $ 9,760,994      $ 35,115,253      $ 5,783,822  

4/30/2019

    14,921,159        10,243,262        38,294,903        6,079,943  

Ordinary income(b)

          

4/30/2020

    5,740        5,750        9,315        2,581  

4/30/2019

    5,659        14,385        7,143        8,866  

Long-term capital gains

          

4/30/2020

                          

4/30/2019

    64,261                       
 

 

 

    

 

 

    

 

 

    

 

 

 

Total

          

4/30/2020

  $ 14,564,351      $ 9,766,744      $ 35,124,568      $ 5,786,403  
 

 

 

    

 

 

    

 

 

    

 

 

 

4/30/2019

  $ 14,991,079      $ 10,257,647      $ 38,302,046      $ 6,088,809  
 

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

The Trusts designate these amounts paid during the fiscal year ended April 30, 2020, as exempt-interest dividends.

 
  (b) 

Ordinary income consists primarily of taxable income recognized from market discount. Additionally, all ordinary income distributions are comprised of interest-related dividends and are eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations.

 

 

 

NOTES TO FINANCIAL STATEMENTS      55  


Notes to Financial Statements  (continued)

 

As of period end, the tax components of accumulated earnings (losses) were as follows:

 

     BKN     BTA     BFK     BSD  

Undistributed tax-exempt income

  $ 1,521,625     $ 211,515     $ 2,468,018     $ 102,149  

Undistributed ordinary income

    360       59,619       11,358       4,516  

Non-expiring capital loss carryforwards(a)

    (5,567,479     (7,394,560     (23,510,500     (3,167,920

Net unrealized gains(b)

    21,202,119       1,188,605       8,950,229       3,371,922  
 

 

 

   

 

 

   

 

 

   

 

 

 
  $ 17,156,625     $ (5,934,821   $ (12,080,895   $ 310,667  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

  (a) 

Amounts available to offset future realized capital gains.

 
  (b) 

The differences between book-basis and tax-basis net unrealized gains were attributable primarily to the tax deferral of losses on wash sales, amortization methods of premiums and discounts on fixed income securities, the accrual of income on securities in default, the treatment of residual interests in tender option bond trusts and the deferral of compensation to Trustees.

 

As of April 30, 2020, gross unrealized appreciation and depreciation for investments based on cost for U.S federal income tax purposes were as follows:

 

     BKN     BTA     BFK     BSD  

Tax cost

  $ 356,349,673     $ 221,728,971     $ 823,419,667     $ 131,284,107  
 

 

 

   

 

 

   

 

 

   

 

 

 

Gross unrealized appreciation

  $ 29,300,367     $ 8,841,346     $ 36,992,413     $ 6,683,289  

Gross unrealized depreciation

    (8,036,847     (7,633,479     (27,833,658     (3,297,189
 

 

 

   

 

 

   

 

 

   

 

 

 

Net unrealized appreciation

  $ 21,263,520     $ 1,207,867     $ 9,158,755     $ 3,386,100  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

9.

PRINCIPAL RISKS

Many municipalities insure repayment of their bonds, which may reduce the potential for loss due to credit risk. The market value of these bonds may fluctuate for other reasons, including market perception of the value of such insurance, and there is no guarantee that the insurer will meet its obligation.

Inventories of municipal bonds held by brokers and dealers may decrease, which would lessen their ability to make a market in these securities. Such a reduction in market making capacity could potentially decrease a Trust’s ability to buy or sell bonds. As a result, a Trust may sell a security at a lower price, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative impact on performance. If a Trust needed to sell large blocks of bonds, those sales could further reduce the bonds’ prices and impact performance.

In the normal course of business, certain Trusts invest in securities or other instruments and may enter into certain transactions, and such activities subject each Trust to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Trusts and their investments.

Each Trust may be exposed to prepayment risk, which is the risk that borrowers may exercise their option to prepay principal earlier than scheduled during periods of declining interest rates, which would force each Trust to reinvest in lower yielding securities. Each Trust may also be exposed to reinvestment risk, which is the risk that income from each Trust’s portfolio will decline if each Trust invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below each Trust portfolio’s current earnings rate.

The Trusts may hold a significant amount of bonds subject to calls by the issuers at defined dates and prices. When bonds are called by issuers and the Trusts reinvest the proceeds received, such investments may be in securities with lower yields than the bonds originally held, and correspondingly, could adversely impact the yield and total return performance of a Trust.

A Trust structures and “sponsors” the TOB Trusts in which it holds TOB Residuals and has certain duties and responsibilities, which may give rise to certain additional risks including, but not limited to, compliance, securities law and operational risks.

Should short-term interest rates rise, the Trusts’ investments in the TOB Trusts may adversely affect the Trusts’ net investment income and dividends to Common Shareholders. Also, fluctuations in the market value of municipal bonds deposited into the TOB Trust may adversely affect the Trusts’ NAVs per share.

The U.S. Securities and Exchange Commission (“SEC”) and various federal banking and housing agencies have adopted credit risk retention rules for securitizations (the “Risk Retention Rules”). The Risk Retention Rules would require the sponsor of a TOB Trust to retain at least 5% of the credit risk of the underlying assets supporting the TOB Trust’s municipal bonds. The Risk Retention Rules may adversely affect the Trusts’ ability to engage in TOB Trust transactions or increase the costs of such transactions in certain circumstances.

TOB Trusts constitute an important component of the municipal bond market. Any modifications or changes to rules governing TOB Trusts may adversely impact the municipal market and the Trusts, including through reduced demand for and liquidity of municipal bonds and increased financing costs for municipal issuers. The ultimate impact of any potential modifications on the TOB Trust market and the overall municipal market is not yet certain.

Each Trust may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. A Trust may not be able to readily dispose of such investments at prices that approximate those at which a Trust could sell such

 

 

56    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements  (continued)

 

investments if they were more widely traded and, as a result of such illiquidity, a Trust may have to sell other investments or engage in borrowing transactions if necessary to raise funds to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting a Trust’s net asset value and ability to make dividend distributions. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.

An outbreak of respiratory disease caused by a novel coronavirus has developed into a global pandemic and has resulted in closing borders, quarantines, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this pandemic, and other global health crises that may arise in the future, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. This pandemic may result in substantial market volatility and may adversely impact the prices and liquidity of a fund’s investments. The impact of the pandemic may be short term or may last for an extended period of time.

Counterparty Credit Risk: The Trusts may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. The Trusts manage counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Trusts to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Trusts’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Trusts.

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Trusts since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Trust does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Trusts.

Concentration Risk: Certain Trusts invest a significant portion of their assets in fixed-income securities and/or use derivatives tied to the fixed-income markets. Changes in market interest rates or economic conditions may affect the value and/or liquidity of such investments. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. The Trusts may be subject to a greater risk of rising interest rates due to the current period of historically low rates.

 

10.

CAPITAL SHARE TRANSACTIONS

BTA, BFK, and BSD are authorized to issue an unlimited number of shares, all of which were initially classified as Common Shares. BKN is authorized to issue 200 million shares, all of which were initially classified as Common Shares. The par value for each Trust’s Common Shares is $0.001, except for BKN, which is $0.01. The par value for each Trust’s Preferred Shares outstanding is $0.001, except for BKN, which is $0.01. The Board is authorized, however, to reclassify any unissued Common Shares to Preferred Shares without the approval of Common Shareholders.

Common Shares

For the periods shown, shares issued and outstanding increased by the following amounts as a result of dividend reinvestment:

 

Year Ended April 30,   BTA      BSD  

2020

    3,780        148  

2019

            

For the year ended April 30, 2020 and April 30, 2019, shares issued and outstanding remained constant for BKN and BFK.

The Trusts participate in an open market share repurchase program (the “Repurchase Program”). From December 1, 2018 through November 30, 2019, each Trust may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2018, subject to certain conditions. From December 1, 2019 through November 30, 2020, each Trust may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2019, subject to certain conditions. There is no assurance that the Trusts will purchase shares in any particular amounts. For the year ended April 30, 2020, the Trusts did not repurchase any shares.

Preferred Shares

A Trust’s Preferred Shares rank prior to its Common Shares as to the payment of dividends by the Trust and distribution of assets upon dissolution or liquidation of the Trust. The 1940 Act prohibits the declaration of any dividend on Common Shares or the repurchase of Common Shares if the Trust fails to maintain asset coverage of at least 200% of the liquidation preference of the Trust’s outstanding Preferred Shares. In addition, pursuant to the Preferred Shares’ governing instruments, a Trust is restricted from declaring and paying dividends on classes of shares ranking junior to or on parity with its Preferred Shares or repurchasing such shares if the Trust fails to

 

 

NOTES TO FINANCIAL STATEMENTS      57  


Notes to Financial Statements  (continued)

 

declare and pay dividends on the Preferred Shares, redeem any Preferred Shares required to be redeemed under the Preferred Shares’ governing instruments or comply with the basic maintenance amount requirement of the ratings agencies rating the Preferred Shares.

Holders of Preferred Shares have voting rights equal to the voting rights of holders of Common Shares (one vote per share) and vote together with holders of Common Shares (one vote per share) as a single class on certain matters. Holders of Preferred Shares, voting as a separate class, are also entitled to (i) elect two members of the Board, (ii) elect the full Board if dividends on the Preferred Shares are not paid for a period of two years and (iii) a separate class vote to amend the Preferred Share governing documents. In addition, the 1940 Act requires the approval of the holders of a majority of any outstanding Preferred Shares, voting as a separate class, to (a) adopt any plan of reorganization that would adversely affect the Preferred Shares, (b) change a Trust’s sub-classification as a closed-end investment company or change its fundamental investment restrictions or (c) change its business so as to cease to be an investment company.

VRDP Shares

BTA (for purposes of this section, a “VRDP Trust”), has issued Series W-7 VRDP Shares, $100,000 liquidation preference per share, in one or more privately negotiated offerings to qualified institutional buyers as defined pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The VRDP Shares include a liquidity feature and may be subject to a special rate period. As of period end, the VRDP Shares outstanding were as follows:

 

    

Issue

Date

     Shares
Issued
     Aggregate
Principal
     Maturity
Date
 

BTA

    10/29/15        760      $ 76,000,000        11/01/45  

Redemption Terms: A VRDP Trust is required to redeem its VRDP Shares on the maturity date, unless earlier redeemed or repurchased. Six months prior to the maturity date, a VRDP Trust is required to begin to segregate liquid assets with the Trust’s custodian to fund the redemption. In addition, a VRDP Trust is required to redeem certain of its outstanding VRDP Shares if it fails to comply with certain asset coverage, basic maintenance amount or leverage requirements.

Subject to certain conditions, the VRDP Shares may also be redeemed, in whole or in part, at any time at the option of a VRDP Trust. The redemption price per VRDP Share is equal to the liquidation preference per share plus any outstanding unpaid dividends.

Liquidity Feature: VRDP Shares are subject to a fee agreement between the VRDP Trust and the liquidity provider that requires a per annum liquidity fee and, in some cases, an upfront or initial commitment fee, payable to the liquidity provider. These fees, if applicable, are shown as liquidity fees in the Statements of Operations. As of period end, the fee agreement is set to expire, unless renewed or terminated in advance, as follows:

 

      BTA  

Expiration Date . . . . . . . . . . . . . . . . . . . . . .

     04/15/21  

The VRDP Shares are also subject to a purchase agreement in connection with the liquidity feature. In the event a purchase agreement is not renewed or is terminated in advance, and the VRDP Shares do not become subject to a purchase agreement with an alternate liquidity provider, the VRDP Shares will be subject to mandatory purchase by the liquidity provider prior to the termination of the purchase agreement. In the event of such mandatory purchase, a VRDP Trust is required to redeem the VRDP Shares six months after the purchase date. Immediately after such mandatory purchase, the VRDP Trust is required to begin to segregate liquid assets with its custodian to fund the redemption. There is no assurance that a VRDP Trust will replace such redeemed VRDP Shares with any other preferred shares or other form of leverage.

Remarketing: A VRDP Trust may incur remarketing fees on the aggregate principal amount of all its VRDP Shares, which, if any, are included in remarketing fees on Preferred Shares in the Statements of Operations. During any special rate period (as described below), a VRDP Trust may incur nominal or no remarketing fees.

Ratings: As of period end, the VRDP Shares were assigned the following ratings:

 

    

Moody’s

Long-term

Rating

    

Fitch

Long-term

Rating

 

BTA

    N/A        AAA  

Any short-term ratings on VRDP Shares are directly related to the short-term ratings of the liquidity provider for such VRDP Shares. Changes in the credit quality of the liquidity provider could cause a change in the short-term credit ratings of the VRDP Shares as rated by Moody’s and Fitch. The liquidity provider may be terminated prior to the scheduled termination date if the liquidity provider fails to maintain short-term debt ratings in one of the two highest rating categories.

Special Rate Period: A VRDP Trust has commenced a “special rate period” with respect to its VRDP Shares, during which the VRDP Shares will not be subject to any remarketing and the dividend rate will be based on a predetermined methodology. During a special rate period, short-term ratings on VRDP Shares are withdrawn. BTA’s special rate period has commenced on October 29, 2015 and has a current expiration date of April 15, 2021.

Prior to the expiration date, the VRDP Trust and the VRDP Shares holder may mutually agree to extend the special rate period. If a special rate period is not extended, the VRDP Shares will revert to remarketable securities upon the termination of the special rate period and will be remarketed and available for purchase by qualified institutional investors.

During the special rate period: (i) the liquidity and fee agreements remain in effect, (ii) VRDP Shares remain subject to mandatory redemption by the VRDP Trust on the maturity date, (iii) VRDP Shares will not be remarketed or subject to optional or mandatory tender events, (iv) the VRDP Trust is required to comply with the same asset

 

 

58    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements  (continued)

 

coverage, basic maintenance amount and leverage requirements for the VRDP Shares as is required when the VRDP Shares are not in a special rate period, (v) the VRDP Trust will pay dividends monthly based on the sum of an agreed upon reference rate and a percentage per annum based on the long-term ratings assigned to the VRDP Shares and (vi) the VRDP Trust will pay nominal or no fees to the liquidity provider and remarketing agent.

Dividends: Except during the Special Rate Period as described above, dividends on the VRDP Shares are payable monthly at a variable rate set weekly by the remarketing agent. Such dividend rates are generally based upon a spread over a base rate and cannot exceed a maximum rate. A change in the short-term credit rating of the liquidity provider or the VRDP Shares may adversely affect the dividend rate paid on such shares, although the dividend rate paid on the VRDP Shares is not directly based upon either short-term rating. In the event of a failed remarketing, the dividend rate of the VRDP Shares will be reset to a maximum rate. The maximum rate is determined based on, among other things, the long-term preferred share rating assigned to the VRDP Shares and the length of time that the VRDP Shares fail to be remarketed.

For the year ended April 30, 2020, the annualized dividend rate for the VRDP Shares was 2.15%.

For the year ended April 30, 2020, VRDP Shares issued and outstanding of BTA remained constant.

VMTP Shares

BKN, BFK and BSD (for purposes of this section, a “VMTP Trust”) have issued Series W-7 VMTP Shares, $100,000 liquidation preference per share, in one or more privately negotiated offerings to qualified institutional buyers as defined pursuant to Rule 144A under the Securities Act. The VMTP Shares are subject to certain restrictions on transfer, and a VMTP Trust may also be required to register its VMTP Shares for sale under the Securities Act under certain circumstances. As of period end, the VMTP Shares outstanding and assigned long-term ratings were as follows:

 

     Issue
Date
     Shares
Issued
     Aggregate
Principal
    

Term

Redemption

Date

     Moody’s Rating      Fitch Rating  

BKN

    12/16/11        1,259        125,900,000        07/02/21        Aa1        AAA  

BFK

    12/16/11        2,708        270,800,000        07/02/21        Aa1        AAA  

BSD

    12/16/11        429        42,900,000        07/02/21        Aa1        AAA  

Redemption Terms: A VMTP Trust is required to redeem its VMTP Shares on the term redemption date, unless earlier redeemed or repurchased or unless extended. There is no assurance that a term will be extended further or that any VMTP Shares will be replaced with any other preferred shares or other form of leverage upon the redemption or repurchase of the VMTP Shares. Six months prior to the term redemption date, a VMTP Trust is required to begin to segregate liquid assets with its custodian to fund the redemption. In addition, a VMTP Trust is required to redeem certain of its outstanding VMTP Shares if it fails to comply with certain asset coverage, basic maintenance amount or leverage requirements.

Subject to certain conditions, VMTP Shares may be redeemed, in whole or in part, at any time at the option of the VMTP Trust. The redemption price per VMTP Share is equal to the liquidation preference per share plus any outstanding unpaid dividends.

Dividends: Dividends on the VMTP Shares are declared daily and payable monthly at a variable rate set weekly at a fixed rate spread to the Securities Industry and Financial Markets Association Municipal Swap Index or to a percentage of the one-month LIBOR rate, as set forth in the VMTP Shares governing instrument. The fixed spread is determined based on the long-term preferred share rating assigned to the VMTP Shares by the ratings agencies then rating the VMTP Shares.

The dividend rate on VMTP Shares is subject to a step-up spread if the VMTP Trust fails to comply with certain provisions, including, among other things, the timely payment of dividends, redemptions or gross-up payments, and complying with certain asset coverage and leverage requirements.

For the year ended April 30, 2020, the average annualized dividend rates for the VMTP Shares were as follows:

 

     BKN     BFK     BSD  

Rate

    2.18     2.18     2.18

For the year ended April 30, 2020, VMTP Shares issued and outstanding of each VMTP Trust remained constant.

Offering Costs: BKN, BTA, BFK and BSD incurred costs in connection with the issuance of VRDP and VMTP Shares, which were recorded as a direct deduction from the carrying value of the related debt liability and will be amortized over the life of the VRDP and VMTP Shares with the exception of any upfront fees paid by a VRDP Trust to the liquidity provider which, if any, were amortized over the life of the liquidity agreement. Amortization of these costs is included in interest expense, fees and amortization of offering costs in the Statements of Operations.

Financial Reporting: The VRDP and VMTP Shares are considered debt of the issuer; therefore, the liquidation preference, which approximates fair value of the VRDP and VMTP Shares, is recorded as a liability in the Statements of Assets and Liabilities net of deferred offering costs. Unpaid dividends are included in interest expense and fees payable in the Statements of Assets and Liabilities, and the dividends accrued and paid on the VRDP and VMTP Shares are included as a component of interest expense, fees and amortization of offering costs in the Statements of Operations. The VRDP and VMTP Shares are treated as equity for tax purposes. Dividends paid to

 

 

NOTES TO FINANCIAL STATEMENTS      59  


Notes to Financial Statements  (continued)

 

holders of the VRDP and VMTP Shares are generally classified as tax-exempt income for tax-reporting purposes. Dividends and amortization of deferred offering costs on VRDP and VMTP Shares are included in interest expense, fees and amortization of offering costs in the Statements of Operations:

 

    

Dividends

Accrued

    

Deferred

Offering

Costs

Amortization

 

BKN

  $ 2,740,480      $  

BTA

    1,631,280        15,246  

BFK

    5,894,534         

BSD

    933,809         

 

11.

SUBSEQUENT EVENTS

Management’s evaluation of the impact of all subsequent events on the Trusts’ financial statements was completed through the date the financial statements were issued and the following items were noted:

The Trusts declared and paid distributions to Common Shareholders and Preferred Shareholders as follows:

 

     Common Dividend Per
Share
           Preferred Shares (c)  
     Paid (a)      Declared (b)            Shares      Series      Declared  

BKN

  $ 0.059000      $ 0.063000         VMTP        W-7      $ 114,842  

BTA

    0.050500        0.050500         VRDP        W-7        65,534  

BFK

    0.053500        0.056500         VMTP        W-7        247,015  

BSD

    0.055000        0.055000               VMTP        W-7        39,132  

 

  (a) 

Net investment income dividend paid on June 1, 2020 to Common Shareholders of record on May 15, 2020.

 
  (b) 

Net investment income dividend declared on June 1, 2020 payable to Common Shareholders of record on June 15, 2020.

 
  (c) 

Dividends declared for period May 1, 2020 to May 31, 2020.

 

On June 16, 2020, the Board of Trustees of BSD and the Board of Trustees of BlackRock Municipal Income Trust II (BLE) each approved the reorganization of BSD with and into BLE. The reorganization is expected to occur in or before the first quarter of 2021 and is subject to the approvals by each Fund’s shareholders and the satisfaction of customary closing conditions.

 

 

60    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors/Trustees of BlackRock Investment Quality Municipal Trust, Inc., BlackRock Long-Term Municipal Advantage Trust, BlackRock Municipal Income Trust, and BlackRock Strategic Municipal Trust:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of BlackRock Investment Quality Municipal Trust, Inc., BlackRock Long-Term Municipal Advantage Trust, BlackRock Municipal Income Trust, and BlackRock Strategic Municipal Trust (the “Funds”), including the schedules of investments, as of April 30, 2020, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of April 30, 2020, and the results of their operations and their cash flows for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of April 30, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Deloitte & Touche LLP

Boston, Massachusetts

June 22, 2020

We have served as the auditor of one or more BlackRock investment companies since 1992.

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      61  


Automatic Dividend Reinvestment Plan

 

Pursuant to each Trust’s Dividend Reinvestment Plan (the “Reinvestment Plan”), Common Shareholders are automatically enrolled to have all distributions of dividends and capital gains and other distributions reinvested by Computershare Trust Company, N.A. (the “Reinvestment Plan Agent”) in the respective Trust’s Common Shares pursuant to the Reinvestment Plan. Shareholders who do not participate in the Reinvestment Plan will receive all distributions in cash paid by check and mailed directly to the shareholders of record (or if the shares are held in street name or other nominee name, then to the nominee) by the Reinvestment Plan Agent, which serves as agent for the shareholders in administering the Reinvestment Plan.

After BKN, BTA, BFK and BSD declare a dividend or determine to make a capital gain or other distribution, the Reinvestment Plan Agent will acquire shares for the participants’ accounts, depending upon the following circumstances, either (i) through receipt of unissued but authorized shares from the Trusts (“newly issued shares”) or (ii) by purchase of outstanding shares on the open market or on the Trust’s primary exchange (“open-market purchases”). If, on the dividend payment date, the net asset value per share (“NAV”) is equal to or less than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market premium”), the Reinvestment Plan Agent will invest the dividend amount in newly issued shares acquired on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the dividend payment date, the dollar amount of the dividend will be divided by 95% of the market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market discount”), the Reinvestment Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases. If the Reinvestment Plan Agent is unable to invest the full dividend amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Reinvestment Plan Agent will invest any un-invested portion in newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the dividend payment date.

You may elect not to participate in the Reinvestment Plan and to receive all dividends in cash by contacting the Reinvestment Plan Agent, at the address set forth below.

Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Reinvestment Plan Agent prior to the dividend record date. Additionally, the Reinvestment Plan Agent seeks to process notices received after the record date but prior to the payable date and such notices often will become effective by the payable date. Where late notices are not processed by the applicable payable date, such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.

The Reinvestment Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by each Trust. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Reinvestment Plan Agent’s open-market purchases in connection with the reinvestment of all distributions. The automatic reinvestment of all distributions will not relieve participants of any U.S. federal, state or local income tax that may be payable on such dividends or distributions.

Each Trust reserves the right to amend or terminate the Reinvestment Plan. There is no direct service charge to participants in the Reinvestment Plan; however, each Trust reserves the right to amend the Reinvestment Plan to include a service charge payable by the participants. Participants that request a sale of shares are subject to a $2.50 sales fee and a $0.15 per share sold brokerage commission fee. All correspondence concerning the Reinvestment Plan should be directed to Computershare Trust Company, N.A. through the internet at computershare.com/blackrock, or in writing to Computershare, P.O. Box 505000, Louisville, KY 40233, Telephone: (800) 699-1236. Overnight correspondence should be directed to the Reinvestment Plan Agent at Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202.

 

 

62    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trustee and Officer Information

 

Independent Trustees (a)
         
Name
Year of Birth
 (b)
  Position(s) Held
(Length of Service)
 (c)
  Principal Occupation(s) During Past Five Years    Number of BlackRock-Advised
Registered Investment Companies
(“RICs”)  Consisting of Investment
Portfolios (“Portfolios”) Overseen
 (d)
   Public Company and
Other Investment Company
Directorships Held During
Past Five Years

Richard E. Cavanagh

1946

  Co-Chair of the Board and Trustee
(Since 2007)
  Director, The Guardian Life Insurance Company of America since 1998; Board Chair, Volunteers of America (a not-for-profit organization) from 2015 to 2018 (board member since 2009); Director, Arch Chemicals (chemical and allied products) from 1999 to 2011; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008 and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007 and Executive Dean from 1987 to 1995; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995 to 2007.    87 RICs consisting of 111 Portfolios    None

Karen P. Robards

1950

  Co-Chair of the Board and Trustee
(Since 2007)
  Principal of Robards & Company, LLC (consulting and private investing) since 1987; Co-founder and Director of the Cooke Center for Learning and Development (a not-for-profit organization) since 1987; Director of Enable Injections, LLC (medical devices) since 2019; Investment Banker at Morgan Stanley from 1976 to 1987.    87 RICs consisting of 111 Portfolios    Greenhill & Co., Inc.; AtriCure, Inc. (medical devices) from 2000 until 2017

Michael J. Castellano

1946

  Trustee
(Since 2011)
  Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious (non-profit) from 2009 to June 2015 and since 2017; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) since 2015.    87 RICs consisting of 111 Portfolios    None

Cynthia L. Egan

1955

  Trustee
(Since 2016)
  Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007.    87 RICs consisting of 111 Portfolios    Unum (insurance); The Hanover Insurance Group (insurance); Envestnet (investment platform) from 2013 until 2016

Frank J. Fabozzi (d)

1948

  Trustee
(Since 2007)
  Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) since 2011; Visiting Professor, Princeton University for the 2013 to 2014 academic year and Spring 2017 semester; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; Board Member, BlackRock Equity-Liquidity Funds from 2014 to 2016; affiliated professor Karlsruhe Institute of Technology from 2008 to 2011; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year.    88 RICs consisting of 112 Portfolios    None

R. Glenn Hubbard

1958

  Trustee
(Since 2007)
  Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988.    87 RICs consisting of 111 Portfolios    ADP (data and information services); Metropolitan Life Insurance Company (insurance); KKR Financial Corporation (finance) from 2004 until 2014

 

 

TRUSTEE AND OFFICER INFORMATION      63  


Trustee and Officer Information  (continued)

 

Independent Trustees (a) (continued)
         
Name
Year of Birth
 (b)
  Position(s) Held
(Length of Service)
 (c)
  Principal Occupation(s) During Past Five Years    Number of BlackRock-Advised
Registered Investment Companies
(“RICs”)  Consisting of Investment
Portfolios (“Portfolios”) Overseen
 (d)
   Public Company and
Other Investment Company
Directorships Held During
Past Five Years

W. Carl Kester (d)

1951

  Trustee
(Since 2007)
  George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981.    88 RICs consisting of 112 Portfolios    None

Catherine A. Lynch (d)

1961

  Trustee
(Since 2016)
  Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999.    88 RICs consisting of 112 Portfolios    None
Interested Trustees (a)(e)
         
Name
Year of Birth
 (b)
  Position(s) Held
(Length of Service)
 (c)
  Principal Occupation(s) During Past Five Years    Number of BlackRock-Advised
Registered Investment Companies
(“RICs”)  Consisting of Investment
Portfolios (“Portfolios”) Overseen
 (d)
   Public Company and Other
Investment Company
Directorships Held During
Past Five Years

Robert Fairbairn

1965

  Trustee
(Since 2018)
  Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.    123 RICs consisting of 261 Portfolios    None

John M. Perlowski (d)

1964

  Trustee
(Since 2014);
President and Chief Executive Officer
(Since 2011)
  Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.    124 RICs consisting of 262 Portfolios    None

(a) The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

(b) Each Independent Trustee holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Trust’s by-laws or charter or statute, or until December 31 of the year in which he or she turns 75. Trustees who are “interested persons,” as defined in the Investment Company Act serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by the Trust’s by-laws or statute, or until December 31 of the year in which they turn 72. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.

(c) Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Certain Independent Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; W. Carl Kester, 1995; and Karen P. Robards, 1998.

(d) Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund.

(e) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Multi-Asset Complex.

 

 

64    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trustee and Officer Information  (continued)

 

Officers Who Are Not Trustees (a)
     
Name
Year of Birth
 (b)
   Position(s) Held
(Length of Service)
   Principal Occupation(s) During Past Five Years

Jonathan Diorio

1980

   Vice President
(Since 2015)
   Managing Director of BlackRock, Inc. since 2015; Director of BlackRock, Inc. from 2011 to 2015.

Neal J. Andrews

1966

   Chief Financial Officer
(Since 2007)
   Chief Financial Officer of the iShares® exchange traded funds from 2019 to 2020; Managing Director of BlackRock, Inc. since 2006.

Jay M. Fife

1970

   Treasurer
(Since 2007)
   Managing Director of BlackRock, Inc. since 2007.

Charles Park

1967

   Chief Compliance Officer
(Since 2014)
   Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.

Janey Ahn

1975

   Secretary
(Since 2012)
   Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.

(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

(b) Officers of the Trust serve at the pleasure of the Board.

 

Effective February 19, 2020, Henry Gabbay resigned as a Trustee of the Trusts.

 

Investment Adviser

BlackRock Advisors, LLC

Wilmington, DE 19809

Custodian and Accounting Agent

State Street Bank and Trust Company

Boston, MA 02111

Transfer Agent

Computershare Trust Company, N.A.

Canton, MA 02021

VRDP Liquidity Provider

Bank of America, N.A.

New York, NY 10036

VRDP Remarketing Agent

BofA Securities, Inc.

New York, NY 10036

VRDP Tender and Paying Agent and VMTP Redemption and Paying Agent

The Bank of New York Mellon

New York, NY 10286

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02116

Legal Counsel

Willkie Farr & Gallagher LLP

New York, NY 10019

Address of the Trusts

100 Bellevue Parkway

Wilmington, DE 19809

 

 

 

TRUSTEE AND OFFICER INFORMATION      65  


Additional Information

 

Trust Certification

The Trusts are listed for trading on the NYSE and have filed with the NYSE their annual chief executive officer certification regarding compliance with the NYSE’s listing standards. The Trusts filed with the SEC the certification of its chief executive officer and chief financial officer required by section 302 of the Sarbanes-Oxley Act.

Dividend Policy

Each Trust’s dividend policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more stable level of distributions, the Trusts may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any particular month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the distributions paid by the Trusts for any particular month may be more or less than the amount of net investment income earned by the Trusts during such month. The Trusts’ current accumulated but undistributed net investment income, if any, is disclosed as accumulated earnings (loss) in the Statements of Assets and Liabilities, which comprises part of the financial information included in this report.

General Information

The Trusts do not make available copies of their Statements of Additional Information because the Trusts’ shares are not continuously offered, which means that the Statement of Additional Information of each Trust has not been updated after completion of the respective Trust’s offerings and the information contained in each Trust’s Statement of Additional Information may have become outdated.

Except if noted otherwise herein, there were no material changes in the Trusts’ investment objectives or policies or to the Trusts’ charters or by-laws that would delay or prevent a change of control of the Trusts that were not approved by the shareholders or in the principal risk factors associated with investment in the Trusts. Except if noted otherwise herein, there have been no changes in the persons who are primarily responsible for the day-to-day management of the Trusts’ portfolios.

In accordance with Section 23(c) of the Investment Company Act of 1940, each Trust may from time to time purchase shares of its common stock in the open market or in private transactions.

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Trusts may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Trusts and does not, and is not intended to, incorporate BlackRock’s website in this report.

Electronic Delivery

Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports by enrolling in the electronic delivery program. Electronic copies of shareholder reports are available on BlackRock’s website.

To enroll in electronic delivery:

Shareholders Who Hold Accounts with Investment Advisers, Banks or Brokerages:

Please contact your financial advisor. Please note that not all investment advisers, banks or brokerages may offer this service.

Householding

The Trusts will mail only one copy of shareholder documents, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and 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 call the Trusts at (800) 882-0052.

Availability of Quarterly Schedule of Investments

The Trusts file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, and for reporting periods ended prior to March 31, 2019, filed such information on Form N-Q. The Trusts’ Forms N-PORT and N-Q are available on the SEC’s website at sec.gov. The Trusts’ Forms N-Q may also be obtained upon request and without charge by calling (800) 882-0052.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Trusts use to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 882-0052; (2) at blackrock.com; and (3) on the SEC’s website at sec.gov.

Availability of Proxy Voting Record

Information about how the Trusts voted proxies relating to securities held in the Trusts’ portfolios during the most recent 12-month period ended June 30 is available upon request and without charge (1) at blackrock.com; or by calling (800) 882-0052; and (2) on the SEC’s website at sec.gov.

 

 

66    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Additional Information  (continued)

 

Availability of Trust Updates

BlackRock will update performance and certain other data for the Trusts on a monthly basis on its website in the “Closed-end Funds” section of blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Trusts. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Trusts and does not, and is not intended to, incorporate BlackRock’s website in this report.

BlackRock Privacy Principles

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.

 

 

ADDITIONAL INFORMATION      67  


Glossary of Terms Used in this Report

 

Portfolio Abbreviations
AGC    Assured Guarantee Corp.
AGM    Assured Guaranty Municipal Corp.
AMBAC    American Municipal Bond Assurance Corp.
AMT    Alternative Minimum Tax (subject to)
ARB    Airport Revenue Bonds
BAM    Build America Mutual Assurance Co.
BARB    Building Aid Revenue Bonds
CAB    Capital Appreciation Bonds
COP    Certificates of Participation
EDA    Economic Development Authority
EDC    Economic Development Corp.
FHA    Federal Housing Administration
GARB    General Airport Revenue Bonds
GO    General Obligation Bonds
GTD    Guaranteed
HDA    Housing Development Authority
HFA    Housing Finance Agency
IDA    Industrial Development Authority
ISD    Independent School District
LRB    Lease Revenue Bonds
M/F    Multi-Family
NPFGC    National Public Finance Guarantee Corp.
PILOT    Payment in Lieu of Taxes
PSF-GTD    Permanent School Fund Guaranteed
RB    Revenue Bonds
S/F    Single-Family
SAN    State Aid Notes
SRF    State Revolving Fund
 

 

 

68    2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


 

Want to know more?

blackrock.com    |    800-882-0052

This report is intended for current holders. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Trusts have leveraged their Common Shares, which creates risks for Common Shareholders, including the likelihood of greater volatility of net asset value and market price of the Common Shares, and the risk that fluctuations in short-term interest rates may reduce the Common Shares’ yield. Statements and other information herein are as dated and are subject to change.

CEMUNI5-4/20-AR

 

 

LOGO    LOGO


Item 2 –

Code of Ethics – The registrant (or the“Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-882-0052, option 4.

 

Item 3 –

Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:

Michael Castellano

Frank J. Fabozzi

Catherine A. Lynch

Karen P. Robards

The registrant’s board of directors has determined that Karen P. Robards qualifies as an audit committee financial expert pursuant to Item 3(c)(4) of Form N-CSR.

Ms. Robards has a thorough understanding of generally accepted accounting principles, financial statements and internal control over financial reporting as well as audit committee functions. Ms. Robards has been President of Robards & Company, a financial advisory firm, since 1987. Ms. Robards was formerly an investment banker for more than 10 years where she was responsible for evaluating and assessing the performance of companies based on their financial results. Ms. Robards has over 30 years of experience analyzing financial statements. She also is a member of the audit committee of one publicly held company and a non-profit organization.

Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

 

Item 4 –

Principal Accountant Fees and Services

The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:

 

      (a) Audit Fees    (b) Audit-Related Fees1    (c) Tax Fees2    (d) All Other Fees
Entity Name   

Current
Fiscal Year

  

Previous
Fiscal Year

  

Current
Fiscal Year

  

Previous
Fiscal Year

  

Current
Fiscal Year

  

Previous
Fiscal Year

  

Current
Fiscal Year

  

Previous
Fiscal Year

 

2


      End    End    End    End    End    End    End    End
BlackRock Strategic Municipal Trust    $32,844    $32,844    $0    $0    $9,200    $9,500    $0    $0

The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (the “Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Affiliated Service Providers”):

 

     Current Fiscal Year End    Previous Fiscal Year End

(b) Audit-Related Fees1

   $0    $0

(c) Tax Fees2

   $0    $0

(d) All Other Fees3

   $1,984,000    $2,050,500

1 The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

2 The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.

3 Non-audit fees of $1,984,000 and $2,050,500 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any

 

3


specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:

 

     Entity Name    Current Fiscal
Year End
   Previous Fiscal
Year End
   BlackRock Strategic Municipal Trust    $9,200    $9,500

Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored or advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:

 

Current Fiscal Year End    Previous Fiscal Year End
$1,984,000    $2,050,500

These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser, and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

Item 5 –

Audit Committee of Listed Registrant

 

  (a)

The following individuals are members of the registrant’s separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)):

Michael Castellano

Frank J. Fabozzi

Catherine A. Lynch

Karen P. Robards

 

  (b)

Not Applicable

 

4


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.

 

Item 7 –

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – The board of directors has delegated the voting of proxies for the Fund’s portfolio securities to the Investment Adviser pursuant to the Investment Adviser’s proxy voting guidelines. Under these guidelines, the Investment Adviser will vote proxies related to Fund securities in the best interests of the Fund and its stockholders. From time to time, a vote may present a conflict between the interests of the Fund’s stockholders, on the one hand, and those of the Investment Adviser, or any affiliated person of the Fund or the Investment Adviser, on the other. In such event, provided that the Investment Adviser’s Equity Investment Policy Oversight Committee, or a sub-committee thereof (the “Oversight Committee”) is aware of the real or potential conflict or material non-routine matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Investment Adviser’s clients. If the Investment Adviser determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Investment Adviser’s Portfolio Management Group and/or the Investment Adviser’s Legal and Compliance Department and concluding that the vote cast is in its client’s best interest notwithstanding the conflict. A copy of the Fund’s Proxy Voting Policy and Procedures are attached as Exhibit 99.PROXYPOL, a copy of the Fund’s Global Corporate Governance  & Engagement Principles are attached as Exhibit 99.GLOBAL.CORP.GOV and a copy of the Fund’s Corporate Governance and Proxy Voting Guidelines for U.S. Securities are attached as Exhibit 99.US.CORP.GOV. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, (i) at www.blackrock.com and (ii) on the SEC’s website at http://www.sec.gov.

 

Item 8 –

Portfolio Managers of Closed-End Management Investment Companies

 

  (a)(1)

As of the date of filing this Report:

The registrant is managed by a team of investment professionals comprised of Theodore R. Jaeckel, Jr., CFA, Managing Director at BlackRock, and Michael Perilli, Vice President at BlackRock. Each is a member of BlackRock’s municipal tax-exempt management group. Each is jointly responsible for the day-to-day management of the registrant’s portfolio, which includes setting the registrant’s overall investment strategy, overseeing the management of the registrant and the selection of its investments. Messrs. Jaeckel and Perilli have been members of the registrant’s portfolio management team since 2006 and 2016, respectively.

 

    Portfolio Manager    Biography
 

Theodore R. Jaeckel, Jr.

   Managing Director of BlackRock since 2006; Managing Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 2005 to 2006; Director of

 

5


       MLIM from 1997 to 2005.
 

Michael Perilli

   Vice President of BlackRock since 2017; Associate of BlackRock from 2008 to 2016.

 

  (a)(2)

As of April 30, 2020:

 

     

(ii) Number of Other Accounts Managed

and Assets by Account Type

  

(iii) Number of Other Accounts and

Assets for Which Advisory Fee is

Performance-Based

(i) Name of

Portfolio Manager

  

Other

Registered

Investment

Companies

  

Other Pooled

Investment

Vehicles

  

Other

Accounts

  

Other

Registered

Investment

Companies

  

Other Pooled

Investment

Vehicles

  

Other

Accounts

Theodore R. Jaeckel, Jr.

  

33

  

0

  

0

  

0

  

0

  

0

    

$28.05 Billion

  

$0

  

$0

  

$0

  

$0

  

$0

Michael Perilli

  

20

  

0

  

0

  

0

  

0

  

0

    

$5.19 Billion

  

$0

  

$0

  

$0

  

$0

  

$0

(iv)   Potential Material Conflicts of Interest

BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, Inc., its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, Inc. or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock, Inc.’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock, Inc. or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that a portfolio manager may be managing certain hedge fund and/or long only accounts, or may be part of a team managing certain hedge fund and/or long only accounts, subject to incentive fees. Such portfolio managers may therefore be entitled to receive a portion of any incentive fees earned on such accounts. Currently, the portfolio managers of this fund are not entitled to receive a portion of incentive fees of other accounts.

 

6


As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock, Inc. has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.

(a)(3) As of April 30, 2020:

Portfolio Manager Compensation Overview

The discussion below describes the portfolio managers’ compensation as of April 30, 2020.

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.

Base Compensation.  Generally, portfolio managers receive base compensation based on their position with the firm.

Discretionary Incentive Compensation

Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Fund and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to these portfolio managers, such benchmarks for the Fund and other accounts are: a combination of market-based indices (e.g., Standard & Poor’s Municipal Bond Index), certain customized indices and certain fund industry peer groups.

Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc.

 

7


stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.

Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.

For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.

Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock, Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($285,000 for 2020). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock, Inc. contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock, Inc. common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.

(a)(4) Beneficial Ownership of Securities – As of April 30, 2020:

 

Portfolio Manager    Dollar Range of Equity Securities of the
Fund Beneficially Owned

Theodore R. Jaeckel, Jr.

   None

 

8


Michael Perilli

   None

(b) Not Applicable

 

Item 9 –

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable due to no such purchases during the period covered by this report.

 

Item 10 –

Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

 

Item 11 –

Controls and Procedures

(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 13a-15(b) under the Securities Exchange Act of 1934, as amended.

(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 period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12 –

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies –Not Applicable

 

Item 13 –

Exhibits attached hereto

(a)(1) – Code of Ethics – See Item 2

(a)(2) – Section 302 Certifications are attached

(a)(3) – Not Applicable

(a)(4) – Not Applicable

(b) – Section 906 Certifications are attached

 

9


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 Strategic Municipal Trust

By:      /s/ John M. Perlowski                            
   John M. Perlowski
   Chief Executive Officer (principal executive officer) of
   BlackRock Strategic Municipal Trust

 

Date: July 2, 2020

 

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.

By:      /s/ John M. Perlowski                            
   John M. Perlowski
   Chief Executive Officer (principal executive officer) of
   BlackRock Strategic Municipal Trust

 

Date: July 2, 2020

 

By:      /s/ Neal J. Andrews                                
   Neal J. Andrews
   Chief Financial Officer (principal financial officer) of
   BlackRock Strategic Municipal Trust

 

Date: July 2, 2020

 

10

EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

 

I, John M. Perlowski, Chief Executive Officer (principal executive officer) of BlackRock Strategic Municipal Trust, certify that:

1.          I have reviewed this report on Form N-CSR of BlackRock Strategic Municipal Trust;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)          designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)          designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)          evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)          disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)          all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)          any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 2, 2020

 

/s/ John M. Perlowski          
John M. Perlowski
Chief Executive Officer (principal executive officer) of
BlackRock Strategic Municipal Trust


EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

 

I, Neal J. Andrews, Chief Financial Officer (principal financial officer) of BlackRock Strategic Municipal Trust, certify that:

1.          I have reviewed this report on Form N-CSR of BlackRock Strategic Municipal Trust;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)          designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)          designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)          evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)          disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)          all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)          any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 2, 2020

 

/s/ Neal J. Andrews            
Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock Strategic Municipal Trust

Exhibit 99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Strategic Municipal Trust (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended April 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: July 2, 2020

 

/s/ John M. Perlowski          

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Strategic Municipal Trust

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Strategic Municipal Trust (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended April 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: July 2, 2020

 

/s/ Neal J. Andrews            

Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock Strategic Municipal Trust

This certification is being furnished pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission.

Closed-End Fund Proxy Voting Policy

September 5, 2019

 

LOGO

 

 

Closed-End Fund Proxy Voting Policy

Procedures Governing Delegation of Proxy Voting to Fund Adviser

 

 
Effective Date: September 5, 2019
 
Applies to the following types of Funds registered under the 1940 Act:
  Open-End Mutual Funds (including money market funds)
  Money Market Funds Only
  iShares ETFs
  Closed-End Funds
  Other
   
     

 

 

The Boards of Trustees/Directors (the “Directors”) of the closed-end funds advised by BlackRock Advisors, LLC (“BlackRock”) (the “Funds”) have the responsibility for the oversight of voting proxies relating to portfolio securities of the Funds, and have determined that it is in the best interests of the Funds and their shareholders to delegate that responsibility to BlackRock as part of BlackRock’s authority to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management agreements.

BlackRock has adopted guidelines and procedures (together and as from time to time amended, the “BlackRock Proxy Voting Guidelines”) governing proxy voting by accounts managed by BlackRock. BlackRock will cast votes on behalf of each of the Funds on specific proxy issues in respect of securities held by each such Fund in accordance with the BlackRock Proxy Voting Guidelines; provided, however, that in the case of underlying closed-end funds (including business development companies and other similarly-situated asset pools) held by the Funds that have, or are proposing to adopt, a classified board structure, BlackRock will typically (a) vote in favor of proposals to adopt classification and against proposals to eliminate classification, and (b) not vote against directors as a result of their adoption of a classified board structure.

BlackRock will report on an annual basis to the Directors on (1) a summary of all proxy votes that BlackRock has made on behalf of the Funds in the preceding year together with a representation that all votes were in accordance with the BlackRock Proxy Voting Guidelines (as modified pursuant to the immediately preceding paragraph), and (2) any changes to the BlackRock Proxy Voting Guidelines that have not previously been reported.

 

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BlackRock

Investment

Stewardship

Global Corporate Governance &

Engagement Principles

January 2020

 

 

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Contents

 

Introduction to BlackRock

     3     

Philosophy on corporate governance

     3                                      

Corporate governance, engagement and voting

     4     

Boards and directors

     5     

Auditors and audit-related issues

     6     

Capital structure, mergers, asset sales and other special transactions

     6     

Compensation and benefits

     7     

Environmental and social issues

     7     

General corporate governance matters and shareholder protections

     9     

BlackRock’s oversight of our investment stewardship activities

     9     

Vote execution

     10     

Conflicts management policies and procedures

     10     

Voting guidelines

     11     

Reporting and vote transparency

     12     

If you would like additional information, please contact:

ContactStewardship@blackrock.com

 

BLACKROCK


Introduction to BlackRock

BlackRock’s purpose is to help more and more people experience financial well-being. As a fiduciary to our clients, we provide the investment and technology solutions they need when planning for their most important goals. We manage assets on behalf of institutional and individual clients, across a full spectrum of investment strategies, asset classes and regions. Our client base includes pension plans, endowments, foundations, charities, official institutions, insurers and other financial institutions, as well as individuals around the world.

Philosophy on corporate governance

BlackRock Investment Stewardship (“BIS”) activities are focused on maximizing long-term value for our clients. BIS does this through engagement with boards and management of investee companies and, for those clients who have given us authority, through voting at shareholder meetings.

We believe that there are certain fundamental rights attached to shareholding. Companies and their boards should be accountable to shareholders and structured with appropriate checks and balances to ensure that they operate in shareholders’ best interests. Effective voting rights are central to the rights of ownership and there should be one vote for one share. Shareholders should have the right to elect, remove and nominate directors, approve the appointment of the auditor and to amend the corporate charter or by-laws. Shareholders should be able to vote on matters that are material to the protection of their investment, including but not limited to, changes to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital structure. In order to make informed decisions, we believe that shareholders have the right to sufficient and timely information.

Our primary focus is on the performance of the board of directors. As the agent of shareholders, the board should set the company’s strategic aims within a framework of prudent and effective controls, which enables risk to be assessed and managed. The board should provide direction and leadership to management and oversee management’s performance. Our starting position is to be supportive of boards in their oversight efforts on shareholders’ behalf and we would generally expect to support the items of business they put to a vote at shareholder meetings. Votes cast against or withheld from resolutions proposed by the board are a signal that we are concerned that the directors or management have either not acted in the best interests of shareholders or have not responded adequately to shareholder concerns. We assess voting matters on a case-by-case basis and in light of each company’s unique circumstances taking into consideration regional best practices and long-term value creation.

These principles set out our approach to engaging with companies, provide guidance on our position on corporate governance and outline how our views might be reflected in our voting decisions. Corporate governance practices can vary internationally, so our expectations in relation to individual companies are based on the legal and regulatory framework of each local market. However, we believe there are overarching principles of corporate governance that apply globally and provide a framework for more detailed, market-specific assessments.

We believe BlackRock has a responsibility in relation to monitoring and providing feedback to companies, sometimes known as “stewardship.” These ownership responsibilities include engaging with management or board members on corporate governance matters, voting proxies in the best long-term economic interests of our clients, and engaging with regulatory bodies to ensure a sound policy framework consistent with promoting long-term shareholder value creation. We also believe in the responsibility to our clients to have appropriate resources and oversight structures. Our approach is set out in the section below titled “BlackRock’s oversight of its investment stewardship activities” and is further detailed in a team profile on our website.

 

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Corporate governance, engagement and voting

We recognize that accepted standards of corporate governance differ between markets, but we believe there are sufficient common threads globally to identify an overarching set of principles. The objective of our investment stewardship activities is the protection and enhancement of the value of our clients’ investments in public corporations. Thus, these principles focus on practices and structures that we consider to be supportive of long-term value creation. We discuss below the principles under six key themes. In our regional and market-specific voting guidelines we explain how these principles inform our voting decisions in relation to specific resolutions that may appear on the agenda of a shareholder meeting in the relevant market.

The six key themes are:

 

 

Boards and directors

 

 

Auditors and audit-related issues

 

 

Capital structure, mergers, asset sales and other special transactions

 

 

Compensation and benefits

 

 

Environmental and social issues

 

 

General corporate governance matters and shareholder protections

At a minimum, we expect companies to observe the accepted corporate governance standards in their domestic market or to explain why doing so is not in the interests of shareholders. Where company reporting and disclosure is inadequate or the approach taken is inconsistent with our view of what is in the best interests of shareholders, we will engage with the company and/or use our vote to encourage a change in practice. In making voting decisions, we perform independent research and analysis, such as reviewing relevant information published by the company and apply our voting guidelines to achieve the outcome we believe best protects our clients’ long-term economic interests. We also work closely with our active portfolio managers, and may take into account internal and external research.

BlackRock views engagement as an important activity; engagement provides us with the opportunity to improve our understanding of the challenges and opportunities that investee companies are facing and their governance structures. Engagement also allows us to share our philosophy and approach to investment and corporate governance with companies to enhance their understanding of our objectives. Our engagements often focus on providing our feedback on company disclosures, particularly where we believe they could be enhanced. There are a range of approaches we may take in engaging companies depending on the nature of the issue under consideration, the company and the market.

BlackRock’s engagements emphasize direct dialogue with corporate leadership on the governance issues identified in these principles that have a material impact on financial performance. These engagements enable us to cast informed votes aligned with clients’ long-term economic interests. We generally prefer to engage in the first instance where we have concerns and give management time to address or resolve the issue. As a long-term investor, we are patient and persistent in working with our portfolio companies to have an open dialogue and develop mutual understanding of governance matters, to promote the adoption of best practices and to assess the merits of a company’s approach to its governance. We monitor the companies in which we invest and engage with them constructively and privately where we believe doing so helps protect shareholders’ interests. We do not try to micro-manage companies, or tell management and boards what to do. We present our views as a long-term shareholder and listen to companies’ responses. The materiality and immediacy of a given issue will generally determine the level of our engagement and whom we seek to engage at the company, which could be management representatives or board directors.

 

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Boards and directors

The performance of the board is critical to the economic success of the company and to the protection of shareholders’ interests. Board members serve as agents of shareholders in overseeing the strategic direction and operation of the company. For this reason, BlackRock focuses on directors in many of our engagements and sees the election of directors as one of our most important responsibilities in the proxy voting context.

We expect the board of directors to promote and protect shareholder interests by:

 

 

establishing an appropriate corporate governance structure

 

 

supporting and overseeing management in setting long-term strategic goals, applicable measures of value-creation and milestones that will demonstrate progress, and steps taken if any obstacles are anticipated or incurred

 

 

ensuring the integrity of financial statements

 

 

making independent decisions regarding mergers, acquisitions and disposals

 

 

establishing appropriate executive compensation structures

 

 

addressing business issues, including environmental and social issues, when they have the potential to materially impact company reputation and performance

There should be clear definitions of the role of the board, the committees of the board and senior management such that the responsibilities of each are well understood and accepted. Companies should report publicly the approach taken to governance (including in relation to board structure) and why this approach is in the best interest of shareholders. We will seek to engage with the appropriate directors where we have concerns about the performance of the board or the company, the broad strategy of the company, or the performance of individual board members. We believe that when a company is not effectively addressing a material issue, its directors should be held accountable.

BlackRock believes that directors should stand for re-election on a regular basis. We assess directors nominated for election or re-election in the context of the composition of the board as a whole. There should be detailed disclosure of the relevant credentials of the individual directors in order for shareholders to assess the caliber of an individual nominee. We expect there to be a sufficient number of independent directors on the board to ensure the protection of the interests of all shareholders. Common impediments to independence may include but are not limited to:

 

 

current or former employment at the company or a subsidiary within the past several years

 

 

being, or representing, a shareholder with a substantial shareholding in the company

 

 

interlocking directorships

 

 

having any other interest, business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company

BlackRock believes that the operation of the board is enhanced when there is a clearly independent, senior non-executive director to chair it or, where the chairman is also the CEO (or is otherwise not independent), an independent lead director. The role of this director is to enhance the effectiveness of the independent members of the board through shaping the agenda, ensuring adequate information is provided to the board and encouraging independent participation in board deliberations. The lead independent board director should be available to shareholders in those situations where a director is best placed to explain and justify a company’s approach.

To ensure that the board remains effective, regular reviews of board performance should be carried out and assessments made of gaps in skills or experience amongst the members. BlackRock believes it is beneficial for new directors to be brought onto the board periodically to refresh the group’s thinking and to ensure both continuity and adequate succession planning. In identifying potential candidates, boards should take into consideration the multiple dimensions of diversity, including personal factors such as gender, ethnicity, and age; as well as professional characteristics, such as a director’s industry, area of expertise, and geographic location. The board should review these dimensions of the current directors and

 

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how they might be augmented by incoming directors. We believe that directors are in the best position to assess the optimal size for the board, but we would be concerned if a board seemed too small to have an appropriate balance of directors or too large to be effective.

There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated directors. BlackRock believes that shareholders’ interests are best served when the board forms committees of fully independent directors to deal with such matters. In many markets, these committees of the board specialize in audit, director nominations and compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one with a related party or to investigate a significant adverse event.

Auditors and audit-related issues

Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management practices and, more broadly, the quality of the board’s oversight. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk.

BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a company’s financial condition. We will hold the members of the audit committee or equivalent responsible for overseeing the management of the audit function. We take particular note of cases involving significant financial restatements or ad hoc notifications of material financial weakness.

The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on management. To that end, we believe it is important that auditors are, and are seen to be, independent. Where the audit firm provides services to the company in addition to the audit, the fees earned should be disclosed and explained. Audit committees should have in place a procedure for assessing annually the independence of the auditor.

Capital structure, mergers, asset sales and other special transactions

The capital structure of a company is critical to its owners, the shareholders, as it impacts the value of their investment and the priority of their interest in the company relative to that of other equity or debt investors. Pre-emptive rights are a key protection for shareholders against the dilution of their interests.

Effective voting rights are central to the rights of ownership and we believe strongly in one vote for one share as a guiding principle that supports good corporate governance. Shareholders, as the residual claimants, have the strongest interest in protecting company value, and voting power should match economic exposure.

We are concerned that the creation of a dual share class may result in an over-concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and amplifying the potential conflict of interest, which the one share, one vote principle is designed to mitigate. However, we recognize that in certain circumstances, companies may have a valid argument for dual-class listings, at least for a limited period of time. We believe that such companies should review these dual-class structures on a regular basis or as company circumstances change. Additionally, they should receive shareholder approval of their capital structure on a periodic basis via a management proposal in the company’s proxy. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders.

In assessing mergers, asset sales or other special transactions, BlackRock’s primary consideration is the long-term economic interests of shareholders. Boards proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review a proposed transaction to determine the degree to which it enhances long-term shareholder value. We would prefer that proposed transactions have the unanimous support of the board and have been negotiated at arm’s length. We may seek reassurance from the board that executives’ and/or board members’ financial interests in a given transaction have not adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related parties, we would expect the recommendation to support it to come from the independent directors and it is good practice to be approved by a separate vote of the non-conflicted shareholders.

BlackRock believes that shareholders have a right to dispose of company shares in the open market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their shares are contrary to

 

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basic property rights. Such mechanisms can serve to protect and entrench interests other than those of the shareholders. We believe that shareholders are broadly capable of making decisions in their own best interests. We expect any so-called ‘shareholder rights plans’ proposed by a board to be subject to shareholder approval upon introduction and periodically thereafter for continuation.

Compensation and benefits

BlackRock expects a company’s board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is aligned with shareholder interests, particularly generating sustainable long-term shareholder returns. We would expect the compensation committee to take into account the specific circumstances of the company and the key individuals the board is trying to incentivize. We encourage companies to ensure that their compensation plans incorporate appropriate and challenging performance conditions consistent with corporate strategy and market practice. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We hold members of the compensation committee or equivalent board members accountable for poor compensation practices or structures.

BlackRock believes that there should be a clear link between variable pay and company performance that drives shareholder returns. We are not supportive of one-off or special bonuses unrelated to company or individual performance. We acknowledge that the use of peer group evaluation by compensation committees can help ensure competitive pay; however, we are concerned when increases in total compensation at a company are justified solely on peer benchmarking rather than outperformance. We support incentive plans that foster the sustainable achievement of results relative to competitors. The vesting timeframes associated with incentive plans should facilitate a focus on long-term value creation. We believe consideration should be given to building claw back provisions into incentive plans such that executives would be required to forgo rewards when they are not justified by actual performance. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practice.

Non-executive directors should be compensated in a manner that is commensurate with the time and effort expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk compromising their independence or aligning their interests too closely with those of the management, whom they are charged with overseeing.

Environmental and social issues

Our fiduciary duty to clients is to protect and enhance their economic interest in the companies in which we invest on their behalf. It is within this context that we undertake our corporate governance activities. We believe that well-managed companies will deal effectively with the material environmental and social (“E&S”) factors relevant to their businesses. Robust disclosure is essential for investors to effectively gauge companies’ business practices and planning related to E&S risks and opportunities.

BlackRock expects companies to issue reports aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the standards put forward by the Sustainability Accounting Standards Board (SASB). We view the SASB and TCFD frameworks as complementary in achieving the goal of disclosing more financially material information, particularly as it relates to industry-specific metrics and target setting. TCFD’s recommendations provide an overarching framework for disclosure on the business implications of climate change, and potentially other E&S factors. We find SASB’s industry-specific guidance (as identified in its materiality map) beneficial in helping companies identify and discuss their governance, risk assessments, and performance against these key performance indicators (KPIs). Any global standards adopted, peer group benchmarking undertaken, and verification processes in place should also be disclosed and discussed in this context.

BlackRock has been engaging with companies for several years on disclosure of material E&S factors. Given the increased understanding of sustainability risks and opportunities, and the need for better information to assess them, we specifically ask companies to:

 

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  1)

publish a disclosure in line with industry-specific SASB guidelines by year-end, if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and

 

  2)

disclose climate-related risks in line with the TCFD’s recommendations, if they have not already done so. This should include the company’s plan for operating under a scenario where the Paris Agreement’s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines.

See our commentary on our approach to engagement on TCFD and SASB aligned reporting for greater detail of our expectations.

We will use these disclosures and our engagements to ascertain whether companies are properly managing and overseeing these risks within their business and adequately planning for the future. In the absence of robust disclosures, investors, including BlackRock, will increasingly conclude that companies are not adequately managing risk.

We believe that when a company is not effectively addressing a material issue, its directors should be held accountable. We will generally engage directly with the board or management of a company when we identify issues. We may vote against the election of directors where we have concerns that a company might not be dealing with E&S factors appropriately. Sometimes we may reflect such concerns by supporting a shareholder proposal on the issue, where there seems to be either a significant potential threat or realized harm to shareholders’ interests caused by poor management of material E&S factors.

In deciding our course of action, we will assess the company’s disclosures and the nature of our engagement with the company on the issue over time, including whether:

 

 

The company has already taken sufficient steps to address the concern

 

 

The company is in the process of actively implementing a response

 

 

There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed in the manner requested by the shareholder proposal

We do not see it as our role to make social or political judgments on behalf of clients. Our consideration of these E&S factors is consistent with protecting the long-term economic interest of our clients’ assets. We expect investee companies to comply, at a minimum, with the laws and regulations of the jurisdictions in which they operate. They should explain how they manage situations where local laws or regulations that significantly impact the company’s operations are contradictory or ambiguous to global norms.

Climate risk

Within the framework laid out above, as well as our guidance on “How BlackRock Investment Stewardship engages on climate risk,” we believe that climate presents significant investment risks and opportunities that may impact the long-term financial sustainability of companies. We believe that the reporting frameworks developed by TCFD and SASB provide useful guidance to companies on identifying, managing, and reporting on climate-related risks and opportunities.

We expect companies to help their investors understand how the company may be impacted by climate risk, in the context of its ability to realize a long-term strategy and generate value over time. We expect companies to convey their governance around this issue through their corporate disclosures aligned with TCFD and SASB. For companies in sectors that are significantly exposed to climate-related risk, we expect the whole board to have demonstrable fluency in how climate risk affects the business and how management approaches assessing, adapting to, and mitigating that risk.

Where a company receives a shareholder proposal related to climate risk, in addition to the factors laid out above, our assessment will take into account the robustness of the company’s existing disclosures as well as our understanding of its management of the issues as revealed through our engagements with the company and board members over time. In certain instances, we may disagree with the details of a climate-related shareholder proposal but agree that the company in question has not made sufficient progress on climate-related disclosures. In these instances, we may not support the proposal, but may vote against the election of relevant directors.

 

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General corporate governance matters and shareholder protections

BlackRock believes that shareholders have a right to timely and detailed information on the financial performance and viability of the companies in which they invest. In addition, companies should also publish information on the governance structures in place and the rights of shareholders to influence these. The reporting and disclosure provided by companies help shareholders assess whether their economic interests have been protected and the quality of the board’s oversight of management. We believe shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms, to submit proposals to the shareholders’ meeting and to call special meetings of shareholders.

BlackRock’s oversight of its investment stewardship activities

Oversight

We hold ourselves to a very high standard in our investment stewardship activities, including proxy voting. This function is executed by a team called BlackRock Investment Stewardship (“BIS”) which is comprised of BlackRock employees who do not have other responsibilities other than their roles in BIS. BIS is considered an investment function. The team does not have sales responsibilities.

BlackRock maintains three regional advisory committees (“Stewardship Advisory Committees”) for (a) the Americas; (b) Europe, the Middle East and Africa (“EMEA”); and (c) Asia-Pacific, generally consisting of senior BlackRock investment professionals and/or senior employees with practical boardroom experience. The regional Stewardship Advisory Committees review and advise on amendments to the proxy voting guidelines covering markets within each respective region (“Guidelines”).

In addition to the regional Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (“Global Committee”) is a risk-focused committee, comprised of senior representatives from various BlackRock investment teams, BlackRock’s Deputy General Counsel, the Global Head of Investment Stewardship (“Global Head”), and other senior executives with relevant experience and team oversight.

The Global Head has primary oversight of the activities of BIS, including voting in accordance with the Guidelines, which require the application of professional judgment and consideration of each company’s unique circumstances. The Global Committee reviews and approves amendments to these Global Corporate Governance & Engagement Principles. The Global Committee also reviews and approves amendments to the regional Guidelines, as proposed by the regional Stewardship Advisory Committees.

In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as regular updates on material process issues, procedural changes and other risk oversight considerations. The Global Committee reviews these reports in an oversight capacity as informed by the BIS corporate governance engagement program and Guidelines.

BIS carries out engagement with companies, monitors and executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate governance issues and participates in industry discussions to keep abreast of important developments in the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of those third parties. BIS may raise complicated or particularly controversial matters for internal discussion with the relevant investment teams and/or refer such matters to the appropriate regional Stewardship Advisory Committees for review, discussion and guidance prior to making a voting decision.

 

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Vote execution

We carefully consider proxies submitted to funds and other fiduciary account(s) (“Fund” or “Funds”) for which we have voting authority. BlackRock votes (or refrains from voting) proxies for each Fund for which we have voting authority based on our evaluation of the best long-term economic interests of shareholders, in the exercise of our independent business judgment, and without regard to the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures”, below).

When exercising voting rights, BlackRock will normally vote on specific proxy issues in accordance with the Guidelines for the relevant market. The Guidelines are reviewed regularly and are amended consistent with changes in the local market practice, as developments in corporate governance occur, or as otherwise deemed advisable by BlackRock’s Stewardship Advisory Committees. BIS may, in the exercise of their professional judgment, conclude that the Guidelines do not cover the specific matter upon which a proxy vote is required or that an exception to the Guidelines would be in the best long-term economic interests of BlackRock’s clients.

In the uncommon circumstance of there being a vote with respect to fixed income securities or the securities of privately held issuers, the decision generally will be made by a Fund’s portfolio managers and/or BIS based on their assessment of the particular transactions or other matters at issue.

In certain markets, proxy voting involves logistical issues which can affect BlackRock’s ability to vote such proxies, as well as the desirability of voting such proxies. These issues include but are not limited to: (i) untimely notice of shareholder meetings; (ii) restrictions on a foreigner’s ability to exercise votes; (iii) requirements to vote proxies in person; (iv) “share-blocking” (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting); (v) potential difficulties in translating the proxy; (vi) regulatory constraints; and (vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of impediments to the exercise of voting rights such as shareblocking or overly burdensome administrative requirements.

As a consequence, BlackRock votes proxies on a “best-efforts” basis. In addition, BIS may determine that it is generally in the best interests of BlackRock’s clients not to vote proxies if the costs (including but not limited to opportunity costs associated with shareblocking constraints) associated with exercising a vote are expected to outweigh the benefit the client would derive by voting on the proposal.

Portfolio managers have full discretion to vote the shares in the Funds they manage based on their analysis of the economic impact of a particular ballot item. Portfolio managers may from time to time reach differing views on how best to maximize economic value with respect to a particular investment. Therefore, portfolio managers may, and sometimes do, vote shares in the Funds under their management differently from one another. However, because BlackRock’s clients are mostly long-term investors with long-term economic goals, ballots are frequently cast in a uniform manner.

Conflicts management policies and procedures

BIS maintains the following policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such influence might stem from any relationship between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. The following are examples of sources of perceived or potential conflicts of interest:

 

 

BlackRock clients who may be issuers of securities or proponents of shareholder resolutions

 

 

BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder resolutions

 

 

BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock

 

 

Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock

 

 

Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock

 

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BlackRock, Inc. board members who serve as senior executives of public companies held in Funds managed by BlackRock

BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:

 

 

Adopted the Guidelines which are designed to protect and enhance the economic value of the companies in which BlackRock invests on behalf of clients.

 

 

Established a reporting structure that separates BIS from employees with sales, vendor management or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including but not limited to our need for additional information to make a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met.

 

 

Determined to engage, in certain instances, an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent fiduciary provides BlackRock’s proxy voting agent with instructions, in accordance with the Guidelines, as to how to vote such proxies, and BlackRock’s proxy voting agent votes the proxy in accordance with the independent fiduciary’s determination. BlackRock uses an independent fiduciary to vote proxies of (i) any company that is affiliated with BlackRock, Inc., (ii) any public company that includes BlackRock employees on its board of directors, (iii) The PNC Financial Services Group, Inc., (iv) any public company of which a BlackRock, Inc. board member serves as a senior executive, and (v) companies when legal or regulatory requirements compel BlackRock to use an independent fiduciary. In selecting an independent fiduciary, we assess several characteristics, including but not limited to: independence, an ability to analyze proxy issues and vote in the best economic interest of our clients, reputation for reliability and integrity, and operational capacity to accurately deliver the assigned votes in a timely manner. We may engage more than one independent fiduciary, in part in order to mitigate potential or perceived conflicts of interest at an independent fiduciary. The Global Committee appoints and reviews the performance of the independent fiduciar(ies), generally on an annual basis.

When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. With regard to the relationship between securities lending and proxy voting, BlackRock’s approach is driven by our clients’ economic interests. The decision whether to recall securities on loan to vote is based on a formal analysis of the revenue producing value to clients of loans, against the assessed economic value of casting votes. Generally, we expect that the likely economic value to clients of casting votes would be less than the securities lending income, either because, in our assessment, the resolutions being voted on will not have significant economic consequences or because the outcome would not be affected by BlackRock recalling loaned securities in order to vote. BlackRock also may, in our discretion, determine that the value of voting outweighs the cost of recalling shares, and thus recall shares to vote in that instance.

Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may modify it as necessary.

Voting guidelines

The issue-specific Guidelines published for each region/country in which we vote are intended to summarize BlackRock’s general philosophy and approach to issues that may commonly arise in the proxy voting context in each market where we invest. These Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As such, these Guidelines do not indicate how BIS will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots.

 

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Reporting and vote transparency

We inform clients about our engagement and voting policies and activities through direct communication and through disclosure on our website. Each year we publish an annual report, an annual engagement and voting statistics report, and our full voting record to our website. On a quarterly basis, we publish regional reports which provide an overview of our investment stewardship engagement and voting activities during the quarter, including market developments, speaking engagements, and engagement and voting statistics. Additionally, we make public our market-specific voting guidelines for the benefit of clients and companies with whom we engage.

 

This document is provided for information purposes only and must not be relied upon as a forecast, research, or investment advice. BlackRock is not making any recommendation or soliciting any action based upon the information contained herein and nothing in this document should be construed as constituting an offer to sell, or a solicitation of any offer to buy, securities in any jurisdiction to any person. This information provided herein does not constitute financial, tax, legal or accounting advice, you should consult your own advisers on such matters.

The information and opinions contained in this document are as of January 2020 unless it is stated otherwise and may change as subsequent conditions vary. The information and opinions contained in this material are derived from proprietary and non-proprietary sources deemed by BlackRock to be reliable, are not necessarily all-inclusive and are not guaranteed as to accuracy. Although such information is believed to be reliable for the purposes used herein, BlackRock does not assume any responsibility for the accuracy or completeness of such information. Reliance upon information in this material is at the sole discretion of the reader. Certain information contained herein represents or is based upon forward-looking statements or information. BlackRock and its affiliates believe that such statements and information are based upon reasonable estimates and assumptions. However, forward-looking statements are inherently uncertain, and factors may cause events or results to differ from those projected. Therefore, undue reliance should not be placed on such forward-looking statements and information.

Prepared by BlackRock, Inc.

©2020 BlackRock, Inc. All rights reserved.

 

LOGO

12

BlackRock

Investment

Stewardship

Corporate governance and proxy voting

guidelines for U.S. securities

January 2020

 

 

LOGO


Contents

Introduction

     3  

Voting guidelines

     3  

Boards and directors

     3  

Auditors and audit-related issues

     8  

Capital structure proposals

     9  

Mergers, asset sales, and other special transactions

     10  

Executive Compensation

     10  

Environmental and social issues

     13  

General corporate governance matters

     14  

Shareholder Protections

     16  

If you would like additional information, please contact:

ContactStewardship@blackrock.com

 

BLACKROCK


These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Corporate Governance Guidelines & Engagement Principles.

Introduction

BlackRock, Inc. and its subsidiaries (collectively, “BlackRock”) seek to make proxy voting decisions in the manner most likely to protect and enhance the economic value of the securities held in client accounts. The following issue-specific proxy voting guidelines (the “Guidelines”) are intended to summarize BlackRock Investment Stewardship’s general philosophy and approach to corporate governance issues that most commonly arise in proxy voting for U.S. securities. These Guidelines are not intended to limit the analysis of individual issues at specific companies and are not intended to provide a guide to how BlackRock will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots, as well as our expectations of boards of directors. They are applied with discretion, taking into consideration the range of issues and facts specific to the company and the individual ballot item.

Voting guidelines

These guidelines are divided into eight key themes which group together the issues that frequently appear on the agenda of annual and extraordinary meetings of shareholders:

 

 

Boards and directors

 

 

Auditors and audit-related issues

 

 

Capital structure

 

 

Mergers, asset sales, and other special transactions

 

 

Executive compensation

 

 

Environmental and social issues

 

 

General corporate governance matters

 

 

Shareholder protections

Boards and directors

Director elections

In general, BlackRock supports the election of directors as recommended by the board in uncontested elections. However, we believe that when a company is not effectively addressing a material issue, its directors should be held accountable. We may withhold votes from directors or members of particular board committees in certain situations, as indicated below.

Independence

We expect a majority of the directors on the board to be independent. In addition, all members of key committees, including audit, compensation, and nominating / governance committees, should be independent. Our view of independence may vary slightly from listing standards.

In particular, common impediments to independence in the U.S. may include:

 

 

Employment as a senior executive by the company or a subsidiary within the past five years

 

 

An equity ownership in the company in excess of 20%

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 3


 

Having any other interest, business, or relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company

We may vote against directors serving on key committees that we do not consider to be independent.

When evaluating controlled companies, as defined by the U.S. stock exchanges, we will only vote against insiders or affiliates who sit on the audit committee, but not other key committees.

Oversight

We expect the board to exercise appropriate oversight over management and business activities of the company. We will consider voting against committee members and / or individual directors in the following circumstances:

 

 

Where the board has failed to exercise oversight with regard to accounting practices or audit oversight, we will consider voting against the current audit committee, and any other members of the board who may be responsible. For example, this may apply to members of the audit committee during a period when the board failed to facilitate quality, independent auditing if substantial accounting irregularities suggest insufficient oversight by that committee

 

 

Members of the compensation committee during a period in which executive compensation appears excessive relative to performance and peers, and where we believe the compensation committee has not already substantially addressed this issue

 

 

The chair of the nominating / governance committee, or where no chair exists, the nominating / governance committee member with the longest tenure, where the board is not comprised of a majority of independent directors. However, this would not apply in the case of a controlled company

 

 

Where it appears the director has acted (at the company or at other companies) in a manner that compromises his / her reliability to represent the best long-term economic interests of shareholders

 

 

Where a director has a pattern of poor attendance at combined board and applicable key committee meetings. Excluding exigent circumstances, BlackRock generally considers attendance at less than 75% of the combined board and applicable key committee meetings by a board member to be poor attendance

 

 

Where a director serves on an excess number of boards, which may limit his / her capacity to focus on each board’s requirements. The following illustrates the maximum number of boards on which a director may serve, before he / she is considered to be over-committed:

 

    

 

    Public Company CEO    

 

  

 

    # Outside Public Boards*    

 

  

 

    Total # of Public Boards    

 

       

Director A

      1    2
       

Director B

        3    4

*In addition to the company under review

Responsiveness to shareholders

We expect a board to be engaged and responsive to its shareholders. Where we believe a board has not substantially addressed shareholder concerns, we may vote against the appropriate committees and / or individual directors. The following illustrates common circumstances:

 

 

The independent chair or lead independent director, members of the nominating / governance committee, and / or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and / or failure to promote adequate board succession planning

 

 

The chair of the nominating / governance committee, or where no chair exists, the nominating / governance committee member with the longest tenure, where board member(s) at the most recent election of directors have

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 4


 

received withhold votes from more than 30% of shares voted and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BlackRock did not support the initial withhold vote

 

 

The independent chair or lead independent director and / or members of the nominating / governance committee, where a board fails to implement shareholder proposals that receive a majority of votes cast at a prior shareholder meeting, and the proposals, in our view, have a direct and substantial impact on shareholders’ fundamental rights or long-term economic interests

Shareholder rights

We expect a board to act with integrity and to uphold governance best practices. Where we believe a board has not acted in the best interests of its shareholders, we may vote against the appropriate committees and / or individual directors. The following illustrates common circumstances:

 

 

The independent chair or lead independent director and members of the governance committee, where a board implements or renews a poison pill without shareholder approval

 

 

The independent chair or lead independent director and members of the governance committee, where a board amends the charter / articles / bylaws such that the effect may be to entrench directors or to significantly reduce shareholder rights

 

 

Members of the compensation committee where the company has repriced options without shareholder approval

 

 

If a board maintains a classified structure, it is possible that the director(s) with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, if we have a concern regarding a committee or committee chair that is not up for re-election, we will generally register our concern by withholding votes from all available members of the relevant committee

Board composition and effectiveness

We encourage boards to periodically renew their membership to ensure relevant skills and experience within the boardroom. To this end, regular performance reviews and skills assessments should be conducted by the nominating / governance committee.

Furthermore, we expect boards to be comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in order to create a constructive debate of competing views and opinions in the boardroom. We recognize that diversity has multiple dimensions. In identifying potential candidates, boards should take into consideration the full breadth of diversity including personal factors, such as gender, ethnicity, and age; as well as professional characteristics, such as a director’s industry, area of expertise, and geographic location. In addition to other elements of diversity, we encourage companies to have at least two women directors on their board. Our publicly available commentary explains our approach to engaging on board diversity.

We encourage boards to disclose their views on:

 

 

The mix of competencies, experience, and other qualities required to effectively oversee and guide management in light of the stated long-term strategy of the company

 

 

The process by which candidates are identified and selected, including whether professional firms or other sources outside of incumbent directors’ networks have been engaged to identify and / or assess candidates

 

 

The process by which boards evaluate themselves and any significant outcomes of the evaluation process, without divulging inappropriate and / or sensitive details

 

 

The consideration given to board diversity, including, but not limited to, gender, ethnicity, race, age, experience, geographic location, skills, and perspective in the nomination process

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 5


While we support regular board refreshment, we are not opposed in principle to long-tenured directors, nor do we believe that long board tenure is necessarily an impediment to director independence. A variety of director tenures within the boardroom can be beneficial to ensure board quality and continuity of experience.

Our primary concern is that board members are able to contribute effectively as corporate strategy evolves and business conditions change, and that all directors, regardless of tenure, demonstrate appropriate responsiveness to shareholders. We acknowledge that no single person can be expected to bring all relevant skill sets to a board; at the same time, we generally do not believe it is necessary or appropriate to have any particular director on the board solely by virtue of a singular background or specific area of expertise.

Where boards find that age limits or term limits are the most efficient and objective mechanism for ensuring periodic board refreshment, we generally defer to the board’s determination in setting such limits.

To the extent that we believe that a company has not adequately accounted for diversity in its board composition within a reasonable timeframe, we may vote against the nominating / governance committee for an apparent lack of commitment to board effectiveness.

Board size

We typically defer to the board in setting the appropriate size and believe directors are generally in the best position to assess the optimal board size to ensure effectiveness. However, we may oppose boards that appear too small to allow for effective shareholder representation or too large to function efficiently.

CEO and management succession planning

There should be a robust CEO and senior management succession plan in place at the board level that is reviewed and updated on a regular basis. We expect succession planning to cover both long-term planning consistent with the strategic direction of the company and identified leadership needs over time, as well as short-term planning in the event of an unanticipated executive departure. We encourage the company to explain its executive succession planning process, including where accountability lies within the boardroom for this task, without prematurely divulging sensitive information commonly associated with this exercise.

Classified board of directors / staggered terms

We believe that directors should be re-elected annually and that classification of the board generally limits shareholders’ rights to regularly evaluate a board’s performance and select directors. While we will typically support proposals requesting board de-classification, we may make exceptions, should the board articulate an appropriate strategic rationale for a classified board structure, such as when a company needs consistency and stability during a time of transition, e.g. newly public companies or companies undergoing a strategic restructuring. A classified board structure may also be justified at non-operating companies, e.g. closed-end funds or business development companies (BDC)1, in certain circumstances. We would, however, expect boards with a classified structure to periodically review the rationale for such structure and consider when annual elections might be appropriate.

Without a voting mechanism to immediately address concerns of a specific director, we may choose to vote against or withhold votes from the available slate of directors by default (see “Shareholder rights” for additional detail).

Contested director elections

The details of contested elections, or proxy contests, are assessed on a case-by-case basis. We evaluate a number of factors, which may include: the qualifications of the dissident and management candidates; the validity of the concerns identified by the dissident; the viability of both the dissident’s and management’s plans; the likelihood that the dissident’s

 

 

1A business development company (BDC) is a special investment vehicle under the Investment Company Act of 1940 that is designed to facilitate capital formation for small and middle-market companies.

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 6


solutions will produce the desired change; and whether the dissident represents the best option for enhancing long-term shareholder value.

Cumulative voting

We believe that a majority vote standard is in the best long-term interest of shareholders. It ensures director accountability via the requirement to be elected by more than half of the votes cast. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates.

Director compensation and equity programs

We believe that compensation for directors should be structured to attract and retain the best possible directors, while also aligning their interests with those of shareholders. We believe director compensation packages that are based on the company’s long-term value creation and include some form of long-term equity compensation are more likely to meet this goal. In addition, we expect directors to build meaningful share ownership over time.

Majority vote requirements

BlackRock believes that directors should generally be elected by a majority of the shares voted and will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. Some companies with a plurality voting standard have adopted a resignation policy for directors who do not receive support from at least a majority of votes cast. Where we believe that the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism.

Risk oversight

Companies should have an established process for identifying, monitoring, and managing key risks. Independent directors should have ready access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk management. We encourage companies to provide transparency around risk measurement, mitigation, and reporting to the board. We are particularly interested in understanding how risk oversight processes evolve in response to changes in corporate strategy and / or shifts in the business and related risk environment. Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management practices and, more broadly, the quality of the board’s oversight. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk.

Separation of chairman and CEO

We believe that independent leadership is important in the boardroom. In the U.S. there are two commonly accepted structures for independent board leadership: 1) an independent chairman; or 2) a lead independent director when the roles of chairman and CEO are combined.

In the absence of a significant governance concern, we defer to boards to designate the most appropriate leadership structure to ensure adequate balance and independence.

In the event that the board chooses a combined chair / CEO model, we generally support the designation of a lead independent director if they have the power to: 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. Furthermore, while we anticipate that most directors will be elected annually, we believe an element of continuity is important for this role for an extended period of time to provide appropriate leadership balance to the chair / CEO.

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 7


The following table illustrates examples of responsibilities under each board leadership model:

 

     Combined Chair / CEO Model    Separate Chair Model
     Chair / CEO    Lead Director    Chair
       
Board Meetings            Authority to call full meetings of the board of directors   

Attends full meetings of the board of directors

 

Authority to call meetings of independent directors

 

Briefs CEO on issues arising from executive sessions

   Authority to call full meetings of the board of directors
       
Agenda    Primary responsibility for shaping board agendas, consulting with the lead director    Collaborates with chair / CEO to set board agenda and board information    Primary responsibility for shaping board agendas, in conjunction with CEO
       
Board Communications    Communicates with all directors on key issues and concerns outside of full board meetings    Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning    Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning

Auditors and audit-related issues

BlackRock recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company’s financial condition. Consistent with our approach to voting on boards of directors, we seek to hold the audit committee of the board responsible for overseeing the management of the audit function at a company, and may withhold votes from the audit committee members where the board has failed to facilitate quality, independent auditing. We look to the audit committee report for insight into the scope of the audit committee responsibilities, including an overview of audit committee processes, issues on the audit committee agenda, and key decisions taken by the audit committee. We take particular note of cases involving significant financial restatements or material weakness disclosures, and we expect timely disclosure and remediation of accounting irregularities.

The integrity of financial statements depends on the auditor effectively fulfilling its role. To that end, we favor an independent auditor. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice that protect the interests of shareholders, we may also vote against ratification.

From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. We may support these proposals when they are consistent with our views as described above.

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 8


Capital structure proposals

Equal voting rights

BlackRock believes that shareholders should be entitled to voting rights in proportion to their economic interests. We believe that companies that look to add or already have dual or multiple class share structures should review these structures on a regular basis or as company circumstances change. Companies should receive shareholder approval of their capital structure on a periodic basis via a management proposal on the company’s proxy. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders.

Blank check preferred stock

We frequently oppose proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock) because they may serve as a transfer of authority from shareholders to the board and as a possible entrenchment device. We generally view the board’s discretion to establish voting rights on a when-issued basis as a potential anti-takeover device, as it affords the board the ability to place a block of stock with an investor sympathetic to management, thereby foiling a takeover bid without a shareholder vote.

Nonetheless, we may support the proposal where the company:

 

 

Appears to have a legitimate financing motive for requesting blank check authority

 

 

Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes

 

 

Has a history of using blank check preferred stock for financings

 

 

Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility

Increase in authorized common shares

BlackRock considers industry-specific norms in our analysis of these proposals, as well as a company’s history with respect to the use of its common shares. Generally, we are predisposed to support a company if the board believes additional common shares are necessary to carry out the firm’s business. The most substantial concern we might have with an increase is the possibility of use of common shares to fund a poison pill plan that is not in the economic interests of shareholders.

Increase or issuance of preferred stock

We generally support proposals to increase or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock where the terms of the preferred stock appear reasonable.

Stock splits

We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We generally support reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g. one class is reduced while others remain at pre-split levels). In the event of a proposal for a reverse split that would not also proportionately reduce the company’s authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock.

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 9


Mergers, asset sales, and other special transactions

BlackRock’s primary concern is the best long-term economic interests of shareholders. While merger, asset sales, and other special transaction proposals vary widely in scope and substance, we closely examine certain salient features in our analyses, such as:

 

 

The degree to which the proposed transaction represents a premium to the company’s trading price. We consider the share price over multiple time periods prior to the date of the merger announcement. In most cases, business combinations should provide a premium. We may consider comparable transaction analyses provided by the parties’ financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply

 

 

There should be clear strategic, operational, and / or financial rationale for the combination

 

 

Unanimous board approval and arm’s-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arm’s-length bidding process. We may also consider whether executive and / or board members’ financial interests in a given transaction appear likely to affect their ability to place shareholders’ interests before their own

 

 

We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions

Poison pill plans

Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. Although we oppose most plans, we may support plans that include a reasonable “qualifying offer clause.” Such clauses typically require shareholder ratification of the pill and stipulate a sunset provision whereby the pill expires unless it is renewed. These clauses also tend to specify that an all cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill, but forces either a special meeting at which the offer is put to a shareholder vote, or the board to seek the written consent of shareholders where shareholders could rescind the pill at their discretion. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders.

We generally vote in favor of shareholder proposals to rescind poison pills.

Reimbursement of expenses for successful shareholder campaigns

We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. We believe that introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns.

Executive Compensation

We note that there are both management and shareholder proposals related to executive compensation. We generally vote on these proposals as described below, except that we typically oppose shareholder proposals on issues where the company already has a reasonable policy in place that we believe is sufficient to address the issue. We may also oppose a shareholder proposal regarding executive compensation if the company’s history suggests that the issue raised is not likely to present a problem for that company.

Advisory resolutions on executive compensation (“Say on Pay”)

In cases where there is a Say on Pay vote, BlackRock will respond to the proposal as informed by our evaluation of compensation practices at that particular company and in a manner that appropriately addresses the specific question

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 10


posed to shareholders. In a commentary on our website, entitled “BlackRock Investment Stewardship’s approach to executive compensation,” we explain our beliefs and expectations related to executive compensation practices, our Say on Pay analysis framework, and our typical approach to engagement and voting on Say on Pay.

Advisory votes on the frequency of Say on Pay resolutions

BlackRock will generally support triennial pay frequency votes, but we defer to the board to determine the appropriate timeframe upon which pay should be reviewed. In evaluating pay, we believe that the compensation committee is responsible for constructing a plan that appropriately incentivizes executives for long-term value creation, utilizing relevant metrics and structure to ensure overall pay and performance alignment. In a similar vein, we defer to the board to establish the most appropriate timeframe for review of pay structure, absent a change in strategy that would suggest otherwise.

However, we may support an annual pay frequency vote in some situations, for example, where we conclude that a company has failed to align pay with performance. In these circumstances, we will also consider voting against the compensation committee members.

Claw back proposals

We generally favor recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. In addition to fraudulent acts, we also favor recoupment from any senior executive whose behavior caused direct financial harm to shareholders, reputational risk to the company, or resulted in a criminal investigation, even if such actions did not ultimately result in a material restatement of past results. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. We typically support shareholder proposals on these matters unless the company already has a robust claw back policy that sufficiently addresses our concerns.

Employee stock purchase plans

We believe these plans can provide performance incentives and help align employees’ interests with those of shareholders. The most common form of employee stock purchase plan (“ESPP”) qualifies for favorable tax treatment under Section 423 of the Internal Revenue Code. We will typically support qualified ESPP proposals.

Equity compensation plans

BlackRock supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. We believe that boards should establish policies prohibiting the use of equity awards in a manner that could disrupt the intended alignment with shareholder interests (e.g. the use of stock as collateral for a loan; the use of stock in a margin account; the use of stock [or an unvested award] in hedging or derivative transactions). We may support shareholder proposals requesting the establishment of such policies.

Our evaluation of equity compensation plans is based on a company’s executive pay and performance relative to peers and whether the plan plays a significant role in a pay-for-performance disconnect. We generally oppose plans that contain “evergreen” provisions, which allow for the unlimited increase of shares reserved without requiring further shareholder approval after a reasonable time period. We also generally oppose plans that allow for repricing without shareholder approval. We may also oppose plans that provide for the acceleration of vesting of equity awards even in situations where an actual change of control may not occur. We encourage companies to structure their change of control provisions to require the termination of the covered employee before acceleration or special payments are triggered.

Golden parachutes

We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. However, a large potential pay-out under a golden parachute arrangement also presents the risk of motivating a management team to support a sub-optimal sale price for a company.

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 11


When determining whether to support or oppose an advisory vote on a golden parachute plan, we normally support the plan unless it appears to result in payments that are excessive or detrimental to shareholders. In evaluating golden parachute plans, BlackRock may consider several factors, including:

 

 

Whether we believe that the triggering event is in the best interest of shareholders

 

 

Whether management attempted to maximize shareholder value in the triggering event

 

 

The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment

 

 

Whether excessively large excise tax gross-up payments are part of the pay-out

 

 

Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers

 

 

Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company

It may be difficult to anticipate the results of a plan until after it has been triggered; as a result, BlackRock may vote against a golden parachute proposal even if the golden parachute plan under review was approved by shareholders when it was implemented.

We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval. We generally support proposals requiring shareholder approval of plans that exceed 2.99 times an executive’s current salary and bonus, including equity compensation.

Option exchanges

We believe that there may be legitimate instances where underwater options create an overhang on a company’s capital structure and a repricing or option exchange may be warranted. We will evaluate these instances on a case-by-case basis. BlackRock may support a request to reprice or exchange underwater options under the following circumstances:

 

 

The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance

 

 

Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated

 

 

There is clear evidence that absent repricing, the company will suffer serious employee incentive or retention and recruiting problems

BlackRock may also support a request to exchange underwater options in other circumstances, if we determine that the exchange is in the best interest of shareholders.

Pay-for-Performance plans

In order for executive compensation exceeding $1 million USD to qualify for federal tax deductions, related to Section 162(m) of the Internal Revenue Code of 1986, the Omnibus Budget Reconciliation Act (“OBRA”) requires companies to link compensation for the company’s top five executives to disclosed performance goals and submit the plans for shareholder approval. The law further requires that a compensation committee comprised solely of outside directors administer these plans. Because the primary objective of these proposals is to preserve the deductibility of such compensation, we generally favor approval in order to preserve net income.

 

BLACKROCK    Corporate governance and proxy voting guidelines for U.S. securities | 12


Supplemental executive retirement plans

BlackRock may support shareholder proposals requesting to put extraordinary benefits contained in Supplemental Executive Retirement Plans (“SERP”) agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

Environmental and social issues

Our fiduciary duty to clients is to protect and enhance their economic interest in the companies in which we invest on their behalf. It is within this context that we undertake our corporate governance activities. We believe that well-managed companies will deal effectively with the material environmental and social (“E&S”) factors relevant to their businesses. Robust disclosure is essential for investors to effectively gauge companies’ business practices and planning related to E&S risks and opportunities.

BlackRock expects companies to issue reports aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the standards put forward by the Sustainability Accounting Standards Board (SASB). We view the SASB and TCFD frameworks as complementary in achieving the goal of disclosing more financially material information, particularly as it relates to industry-specific metrics and target setting. TCFD’s recommendations provide an overarching framework for disclosure on the business implications of climate change, and potentially other E&S factors. We find SASB’s industry-specific guidance (as identified in its materiality map) beneficial in helping companies identify and discuss their governance, risk assessments, and performance against these key performance indicators (KPIs). Any global standards adopted, peer group benchmarking undertaken, and verification process in place should also be disclosed and discussed in this context.

BlackRock has been engaging with companies for several years on disclosure of material E&S factors. Given the increased understanding of sustainability risks and opportunities, and the need for better information to assess them, we specifically ask companies to:

 

  1)

Publish disclosures in line with industry specific SASB guidelines by year-end, if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and

 

  2)

Disclose climate-related risks in line with the TCFD’s recommendations, if they have not already done so. This should include the company’s plan for operating under a scenario where the Paris Agreement’s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines.

See our commentary on our approach to engagement on TCFD and SASB aligned reporting for greater detail of our expectations.

We will use these disclosures and our engagements to ascertain whether companies are properly managing and overseeing these risks within their business and adequately planning for the future. In the absence of robust disclosures, investors, including BlackRock, will increasingly conclude that companies are not adequately managing risk.

We believe that when a company is not effectively addressing a material issue, its directors should be held accountable. We will generally engage directly with the board or management of a company when we identify issues. We may vote against the election of directors where we have concerns that a company might not be dealing with E&S factors appropriately. Sometimes we may reflect such concerns by supporting a shareholder proposal on the issue, where there seems to be either a significant potential threat or realized harm to shareholders’ interests caused by poor management of material E&S factors. In deciding our course of action, we will assess the nature of our engagement with the company on the issue over time, including whether:

 

 

The company has already taken sufficient steps to address the concern

 

 

The company is in the process of actively implementing a response

 

 

There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed in the manner requested by the shareholder proposal

 

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We do not see it as our role to make social, ethical, or political judgments on behalf of clients, but rather, to protect their long-term economic interests as shareholders. We expect investee companies to comply, at a minimum, with the laws and regulations of the jurisdictions in which they operate. They should explain how they manage situations where such laws or regulations are contradictory or ambiguous.

Climate risk

Within the framework laid out above, as well as our guidance on “How BlackRock Investment Stewardship engages on climate risk,” we believe that climate presents significant investment risks and opportunities that may impact the long-term financial sustainability of companies. We believe that the reporting frameworks developed by TCFD and SASB provide useful guidance to companies on identifying, managing, and reporting on climate-related risks and opportunities.

We expect companies to help their investors understand how the company may be impacted by climate risk, in the context of its ability to realize a long-term strategy and generate value over time. We expect companies to convey their governance around this issue through their corporate disclosures aligned with TCFD and SASB. For companies in sectors that are significantly exposed to climate-related risk, we expect the whole board to have demonstrable fluency in how climate risk affects the business and how management approaches assessing, adapting to, and mitigating that risk.

Where a company receives a shareholder proposal related to climate risk, in addition to the factors laid out above, our assessment will take into account the robustness of the company’s existing disclosures as well as our understanding of its management of the issues as revealed through our engagements with the company and board members over time. In certain instances, we may disagree with the details of a climate-related shareholder proposal but agree that the company in question has not made sufficient progress on climate-related disclosures. In these instances, we may not support the proposal, but may vote against the election of relevant directors.

Corporate political activities

Companies may engage in certain political activities, within legal and regulatory limits, in order to influence public policy consistent with the companies’ values and strategies, and thus serve shareholders’ best long-term economic interests. These activities can create risks, including: the potential for allegations of corruption; the potential for reputational issues associated with a candidate, party, or issue; and risks that arise from the complex legal, regulatory, and compliance considerations associated with corporate political activity. We believe that companies which choose to engage in political activities should develop and maintain robust processes to guide these activities and to mitigate risks, including a level of board oversight.

When presented with shareholder proposals requesting increased disclosure on corporate political activities, we may consider the political activities of that company and its peers, the existing level of disclosure, and our view regarding the associated risks. We generally believe that it is the duty of boards and management to determine the appropriate level of disclosure of all types of corporate activity, and we are generally not supportive of proposals that are overly prescriptive in nature. We may decide to support a shareholder proposal requesting additional reporting of corporate political activities where there seems to be either a significant potential threat or actual harm to shareholders’ interests, and where we believe the company has not already provided shareholders with sufficient information to assess the company’s management of the risk.

Finally, we believe that it is not the role of shareholders to suggest or approve corporate political activities; therefore we generally do not support proposals requesting a shareholder vote on political activities or expenditures.

General corporate governance matters

Adjourn meeting to solicit additional votes

We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders’ best long-term economic interests.

 

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Bundled proposals

We believe that shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Where several measures are grouped into one proposal, BlackRock may reject certain positive changes when linked with proposals that generally contradict or impede the rights and economic interests of shareholders.

Exclusive forum provisions

BlackRock generally supports proposals to seek exclusive forum for certain shareholder litigation. In cases where a board unilaterally adopts exclusive forum provisions that we consider unfavorable to the interests of shareholders, we will vote against the independent chair or lead independent director and members of the governance committee.

Multi-jurisdictional companies

Where a company is listed on multiple exchanges or incorporated in a country different from its primary listing, we will seek to apply the most relevant market guideline(s) to our analysis of the company’s governance structure and specific proposals on the shareholder meeting agenda. In doing so, we typically consider the governance standards of the company’s primary listing, the market standards by which the company governs itself, and the market context of each specific proposal on the agenda. If the relevant standards are silent on the issue under consideration, we will use our professional judgment as to what voting outcome would best protect the long-term economic interests of investors. We expect that companies will disclose the rationale for their selection of primary listing, country of incorporation, and choice of governance structures, in particular where there is conflict between relevant market governance practices.

Other business

We oppose giving companies our proxy to vote on matters where we are not given the opportunity to review and understand those measures and carry out an appropriate level of shareholder oversight.

Reincorporation

Proposals to reincorporate from one state or country to another are most frequently motivated by considerations of anti-takeover protections, legal advantages, and / or cost savings. We will evaluate, on a case-by-case basis, the economic and strategic rationale behind the company’s proposal to reincorporate. In all instances, we will evaluate the changes to shareholder protection under the new charter / articles / bylaws to assess whether the move increases or decreases shareholder protections. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights.

IPO governance

We expect boards to consider and disclose how the corporate governance structures adopted upon initial public offering (“IPO”) are in shareholders’ best long-term interests. We also expect boards to conduct a regular review of corporate governance and control structures, such that boards might evolve foundational corporate governance structures as company circumstances change, without undue costs and disruption to shareholders. In our letter on unequal voting structures, we articulate our view that “one vote for one share” is the preferred structure for publicly-traded companies. We also recognize the potential benefits of dual class shares to newly public companies as they establish themselves; however, we believe that these structures should have a specific and limited duration. We will generally engage new companies on topics such as classified boards and supermajority vote provisions to amend bylaws, as we believe that such arrangements may not be in the best interest of shareholders in the long-term.

We will typically apply a one-year grace period for the application of certain director-related guidelines (including, but not limited to, director independence and over-boarding considerations), during which we expect boards to take steps to bring corporate governance standards in line with our expectations.

 

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Further, if a company qualifies as an emerging growth company (an “EGC”) under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the JOBS Act for the duration such a company is categorized as an EGC. We expect an EGC to have a totally independent audit committee by the first anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO.

Shareholder Protections

Amendment to charter / articles / bylaws

We believe that shareholders should have the right to vote on key corporate governance matters, including on changes to governance mechanisms and amendments to the charter / articles / bylaws. We may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, in particular if those changes have the potential to impact shareholder rights (see “Director elections” herein). In cases where a board’s unilateral adoption of changes to the charter / articles / bylaws promotes cost and operational efficiency benefits for the company and its shareholders, we may support such action if it does not have a negative effect on shareholder rights or the company’s corporate governance structure.

When voting on a management or shareholder proposal to make changes to the charter / articles / bylaws, we will consider in part the company’s and / or proponent’s publicly stated rationale for the changes, the company’s governance profile and history, relevant jurisdictional laws, and situational or contextual circumstances which may have motivated the proposed changes, among other factors. We will typically support changes to the charter / articles / bylaws where the benefits to shareholders, including the costs of failing to make those changes, demonstrably outweigh the costs or risks of making such changes.

Proxy access

We believe that long-term shareholders should have the opportunity, when necessary and under reasonable conditions, to nominate directors on the company’s proxy card.

In our view, securing the right of shareholders to nominate directors without engaging in a control contest can enhance shareholders’ ability to meaningfully participate in the director election process, stimulate board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking. Proxy access mechanisms should provide shareholders with a reasonable opportunity to use this right without stipulating overly restrictive or onerous parameters for use, and also provide assurances that the mechanism will not be subject to abuse by short-term investors, investors without a substantial investment in the company, or investors seeking to take control of the board.

In general, we support market-standardized proxy access proposals, which allow a shareholder (or group of up to 20 shareholders) holding three percent of a company’s outstanding shares for at least three years the right to nominate the greater of up to two directors or 20% of the board. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds.

Right to act by written consent

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent. We may oppose shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or if the proposal is written to discourage the board from incorporating appropriate mechanisms to avoid the waste of corporate resources when establishing a right to act by written consent. Additionally, we may oppose shareholder proposals requesting the right to act by written consent if the company already provides a shareholder right to call a special meeting that we believe offers

 

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shareholders a reasonable opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting.

Right to call a special meeting

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called, in order to avoid the waste of corporate resources in addressing narrowly supported interests. However, we may oppose this right in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others. We generally believe that a right to act via written consent is not a sufficient alternative to the right to call a special meeting.

Simple majority voting

We generally favor a simple majority voting requirement to pass proposals. Therefore, we will support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders’ ability to protect their economic interests is improved. Nonetheless, in situations where there is a substantial or dominant shareholder, supermajority voting may be protective of public shareholder interests and we may support supermajority requirements in those situations.

 

This document is provided for information or educational purposes only and does not constitute legal advice. Professional legal advice should be obtained before taking or refraining from any action as a result of the contents of this document.

The information and opinions contained in this document are as of January 2020 unless it is stated otherwise and may change as subsequent conditions vary. The information and opinions contained in this material are derived from proprietary and non-proprietary sources deemed by BlackRock to be reliable, are not necessarily all inclusive and are not guaranteed as to accuracy.

 

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