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: 811-07660

Name of Fund: BlackRock Massachusetts Tax-Exempt Trust (MHE)

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

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

Massachusetts Tax-Exempt 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: 08/31/2020

Date of reporting period: 08/31/2020

 


Item 1 – Report to Stockholders

 


 

LOGO   AUGUST 31, 2020

 

   2020 Annual Report

 

BlackRock Maryland Municipal Bond Trust (BZM)

BlackRock Massachusetts Tax-Exempt Trust (MHE)

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

BlackRock New York Municipal Bond Trust (BQH)

BlackRock New York Municipal Income Quality Trust (BSE)

BlackRock New York Municipal Income Trust II (BFY)

BlackRock Virginia Municipal Bond Trust (BHV)

 

 

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 12-month reporting period as of August 31, 2020 has been a time of sudden change in global financial markets, as the emergence and spread of the coronavirus (or “COVID-19”) led to a vast disruption in the global economy and financial markets. For most of the first half 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, countries around the world took economically disruptive countermeasures. Stay-at-home orders and closures of non-essential businesses became widespread, many workers were laid off, and unemployment claims spiked, causing a global recession and a sharp fall in equity prices.

After markets hit their lowest point during the reporting period in late March 2020, a steady recovery ensued, as businesses began to re-open and governments learned to adapt to life with the virus. Equity prices continued to rise throughout the summer, fed by strong fiscal and monetary support and improving economic indicators. By the end of the reporting period, all major investment categories posted positive returns, and many equity indices were near all-time highs. In the United States, large-capitalization stocks advanced significantly, outperforming small-capitalization stocks, which also gained for the reporting period. International equities from developed economies also turned in a positive performance while lagging emerging market stocks, which rebounded sharply.

During the market downturn, the performance of different types of fixed-income securities initially diverged due to a reduced investor appetite for risk. U.S. Treasuries benefited from the risk-off environment, and posted solid returns, as the 10-year U.S. Treasury yield (which is inversely related to bond prices) touched an all-time low. In the corporate bond market, support from the U.S. Federal Reserve (the “Fed”) assuaged credit concerns and both investment-grade and high-yield bonds recovered to post positive returns.

The Fed reduced interest rates twice in late 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 implemented 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 disruptions have clearly hindered worldwide economic growth, we believe that the global expansion is likely to continue as economic activity resumes. Several risks remain, however, including a potential resurgence of the coronavirus amid loosened restrictions, policy fatigue among governments already deep into deficit spending, and structural damage to the financial system from lengthy economic interruptions.

Overall, we favor a moderately positive stance toward risk, and in particular toward credit given the extraordinary central bank measures taken in recent months. This support extends beyond investment-grade corporates and into high-yield, leading to attractive opportunities in that end of the market. We believe that international diversification and sustainable investments can help provide portfolio resilience, and the disruption created by the coronavirus appears to be accelerating the shift toward sustainable investments. We remain neutral on equities overall while favoring European stocks, which are poised for cyclical upside as re-openings continue.

In this environment, our view is that 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 August 31, 2020
     6-Month   12-Month

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

  19.63%   21.94%

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

  6.57   6.02

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

  7.10   6.13

Emerging market equities
(MSCI Emerging Markets Index)

  11.23   14.49

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

  0.34   1.26

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

  4.67   8.93

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

  2.98   6.47

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

  0.29   3.15

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

  3.04   4.65
Past performance is not an indication 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 Summary

     6  

Financial Statements:

  

Schedules of Investments

     27  

Statements of Assets and Liabilities

     58  

Statements of Operations

     60  

Statements of Changes in Net Assets

     62  

Statements of Cash Flows

     66  

Financial Highlights

     68  

Notes to Financial Statements

     75  

Report of Independent Registered Public Accounting Firm

     86  

Disclosure of Investment Advisory Agreements

     87  

Fund Investment Objectives, Policies and Risks

     91  

Automatic Dividend Reinvestment Plan

     109  

Trustee and Officer Information

     110  

Additional Information

     113  

Glossary of Terms Used in this Report

     117  

 

 

  3


Municipal Market Overview  For the Reporting Period Ended August 31, 2020

 

Municipal Market Conditions

Municipal bonds posted positive total returns during the period amid increased volatility. Early in the period, strong performance was driven by a favorable technical backdrop. However, as the economy shut down as a result of the COVID-19 pandemic, the municipal market experienced volatility that was worse than during the height of the global financial crisis. Performance plummeted -10.87% during a two-week period in March, before rebounding on valuation-based buying. (For comparison, the -11.86% correction in 2008 spanned more than a month.) As federal authorities stepped in to provide stimulus, passing the CARES Act and creating the Municipal Lending Facility, the market stabilized. Strong performance returned alongside the re-opening of the economy but stalled in August as Congress failed to pass additional fiscal aide.

 

 
Similarly, strong technical support during most of the period temporarily waned as COVID-19 fears spurred risk-off sentiment and a streak of 60-consecutive weeks of inflows turned to record outflows. During the 12 months ended August 31, 2020, municipal bond funds experienced net inflows totaling $42 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 robust at $452 billion but slowed during the height of pandemic as market liquidity became constrained amid the flight to quality. Taxable municipal issuance was elevated as issuers increasingly advance refunded tax-exempt debt in the taxable municipal market for cost savings.   S&P Municipal Bond Index
  Total Returns as of August 31, 2020
   6 months: 0.29%
  12 months: 3.15%

A Closer Look at Yields

 

LOGO

From August 31, 2019 to August 31, 2020, yields on AAA-rated 30-year municipal bonds decreased by 28 basis points (“bps”) from 1.84% to 1.56%, while ten-year rates decreased by 41 bps from 1.22% to 0.81% and five-year rates decreased by 77 bps from 1.03% to 0.26% (as measured by Thomson Municipal Market Data). As a result, the municipal yield curve bull steepened over the 12-month period with the spread between two- and 30-year maturities steepening by 57 bps, lagging the 85 bps of steepening experienced in the U.S. Treasury curve.

 

  During the same period, tax-exempt municipal bonds significantly underperformed U.S. Treasuries across the yield curve. As a result, relative valuations reset to more attractive levels and spurred increased participation from crossover investors.

Financial Conditions of Municipal Issuers

The COVID-19 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. BlackRock expects ongoing stability 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 additional federal support may not materialize, requiring issuers to draw down reserves, raise user fees / taxes, slash expenditures, and/or borrow to meet financial obligations. Critical providers (safety net hospitals, mass transit systems, airports) with limited resources will require funding from the states and broader municipalities they serve. BlackRock anticipates 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, BlackRock advocates careful credit selection and anticipate increased credit dispersion as the market navigates near-term uncertainty.

The opinions expressed are those of BlackRock as of August 31, 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 not an indication 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 each 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 each Trust’s 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 a 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 NAV positively or negatively. Changes in the future direction of interest rates are very difficult to predict accurately, and there is no assurance that each 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 each Trust’s 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 “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 33 1/3% 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 August 31, 2020    BlackRock Maryland Municipal Bond Trust (BZM)

 

Investment Objective

BlackRock Maryland Municipal Bond Trust’s (BZM) (the “Trust”) investment objective is to provide current income exempt from regular U.S. federal income taxes and Maryland personal income taxes. The Trust seeks to achieve its investment objective by investing primarily in municipal bonds exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax) and Maryland personal income taxes. The Trust invests, under normal market conditions, at least

80% of its managed assets in municipal bonds that are investment grade quality at the time of investment or, if unrated, determined to be of comparable quality by the Trust’s investment adviser at the time of investment. The Trust may invest directly in such securities or synthetically through the use of derivatives.

On June 16, 2020, the Board of Trustees of BZM and the Board of Directors of BlackRock MuniYield Quality Fund, Inc. (MQY) each approved the reorganization of BZM into MQY. Subject to approvals by each Trust’s shareholders and the satisfaction of customary closing conditions, the reorganization is expected to occur during the first quarter of 2021.

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

Trust Information

 

Symbol on New York Stock Exchange

  BZM

Initial Offering Date

  April 30, 2002

Yield on Closing Market Price as of August 31, 2020 ($13.92)(a)

  3.66%

Tax Equivalent Yield(b)

  6.85%

Current Monthly Distribution per Common Share(c)

  $0.0425

Current Annualized Distribution per Common Share(c)

  $0.5100

Leverage as of August 31, 2020(d)

  38%

 

  (a)

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

 
  (b)

Tax equivalent yield assumes the maximum marginal U.S. federal and state tax rate of 46.55%, 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 October 1, 2020, was increased to $0.0460 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 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 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.

 

Market Price and Net Asset Value Per Share Summary

 

     08/31/20      08/31/19      Change      High      Low  

Market Price

  $ 13.92      $ 14.42        (3.47 )%     $ 18.74      $ 11.33  

Net Asset Value

    15.13        15.61        (3.07      15.92        13.11  

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

 

LOGO

 

 

6  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of August 31, 2020 (continued)    BlackRock Maryland Municipal Bond Trust (BZM)

 

Performance

Returns for the twelve months ended August 31, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

BZM(a)(b)

    (0.26 )%       0.15

Lipper Other States Municipal Debt Funds(c)

    4.85        1.85  

 

  (a)

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage.

 
  (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 an indication of future results.

More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.

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

Municipal bonds performed well from the beginning of the reporting period until February 2020 due to accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of COVID-19 led to travel restrictions, business closures and stay-at-home orders, causing 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 low market liquidity inhibited efficient pricing. Municipal bonds recovered in the April-August interval due to aggressive stimulus from the Fed and U.S. Congress, allowing the category to finish in positive territory for the full period.

Maryland municipal bonds performed in line with the national market.

The Trust’s use of leverage helped results by augmenting income and amplifying the effect of rising prices. The Trust’s positions in bonds with maturities of 20 years and above also contributed to performance. Long-term bonds benefited from their higher interest rate sensitivity given that yields fell significantly. (Prices rise as yields fall.) Holdings in the health care and housing sectors further contributed to results.

The Trust actively sought to manage interest rate risk using U.S. Treasury futures. Since U.S. Treasury yields fell, as prices rose, this strategy had an adverse impact on performance. The Trust did not hold any U.S. Treasury futures as of August 31, 2020. Select holdings in the high yield rating category (bonds rated BBB and below, as well as non-rated issues) detracted from performance due to the emergence of COVID-19. Hotel and continuing care retirement community issues, in particular, were hurt by pandemic-related concerns. Reinvestment risk continued to be a headwind since the proceeds from bonds that matured or were called needed to be reinvested at lower yields compared to bonds that were issued when yields were higher.

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.

 

 

TRUST SUMMARY

  7


Trust Summary  as of August 31, 2020 (continued)    BlackRock Maryland Municipal Bond Trust (BZM)

 

Overview of the Trust’s Total Investments

 

SECTOR COMPOSITION

 

Sector(a)(b)   08/31/20     08/31/19  

Health

    26     29

Education

    15       14  

Housing

    14       11  

Transportation

    11       13  

County/City/Special District/School District

    10       19  

Utilities

    10       10  

Other

    10        

State

    3       2  

Tobacco

    1       1  

Corporate

    (c)      1  

CALL/MATURITY SCHEDULE

 

Calendar Year Ended December 31,(a)(d)   Percentage  

2020

    4

2021

    7  

2022

    20  

2023

    2  

2024

    11  

 

  (a) 

Excludes short-term securities.

 
  (b) 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings 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 sub-classifications for reporting ease.

 

CREDIT QUALITY ALLOCATION

 

Credit Rating(a)(e)   08/31/20     08/31/19  

AAA/Aaa

    6     6

AA/Aa

    33       31  

A

    28       25  

BBB/Baa

    9       13  

BB/Ba

    2       2  

CC

          1  

C

    1        

N/R

    21 (f)      22  

 

  (c) 

Represents less than 1% of the Trust’s total investments.

 
  (d) 

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

 
  (e) 

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.

 
  (f) 

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 August 31, 2020, the market value of unrated securities deemed by the investment adviser to be investment grade represents 2% of the Trust’s total investments.

 
 

 

 

8  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of August 31, 2020    BlackRock Massachusetts Tax-Exempt Trust (MHE)

 

Investment Objective

BlackRock Massachusetts Tax-Exempt Trust’s (MHE) (the “Trust”) investment objective is to provide as high a level of current income exempt from both regular U.S. federal income taxes and Massachusetts personal income taxes as is consistent with the preservation of shareholders’ capital. The Trust seeks to achieve its investment objective by investing primarily in Massachusetts tax-exempt obligations (including bonds, notes and capital lease obligations). The Trust invests, under normal market conditions, at least 80% of its assets in obligations that are rated investment grade at the time of investment or, if unrated, determined to be of comparable quality at the time of investment by the Trust’s investment adviser. Under normal market conditions, the Trust invests its assets so that at least 80% of the income generated by the Trust is exempt from U.S. federal income taxes, including U.S. federal alternative minimum tax, and Massachusetts personal income taxes. The Trust invests primarily in long term municipal obligations with maturities of more than ten years. The Trust may invest directly in such securities or synthetically through the use of derivatives.

On June 16, 2020, the Board of Trustees of MHE and the Board of Directors of BlackRock MuniYield Quality Fund, Inc. (MQY) each approved the reorganization of MHE into MQY. Subject to approvals by each Trust’s shareholders and the satisfaction of customary closing conditions, the reorganization is expected to occur during the first quarter of 2021.

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

Trust Information

 

Symbol on New York Stock Exchange

  MHE

Initial Offering Date

  July 23, 1993

Yield on Closing Market Price as of August 31, 2020 ($13.24)(a)

  3.90%

Tax Equivalent Yield(b)

  7.20%

Current Monthly Distribution per Common Share(c)

  $0.0430

Current Annualized Distribution per Common Share(c)

  $0.5160

Leverage as of August 31, 2020(d)

  40%

 

  (a) 

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

 
  (b) 

Tax equivalent yield assumes the maximum marginal U.S. federal and state tax rate of 45.8%, 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 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.

 

Market Price and Net Asset Value Per Share Summary

 

     08/31/20      08/31/19      Change      High      Low  

Market Price

  $ 13.24      $ 12.96        2.16    $ 15.35      $ 11.61  

Net Asset Value

    13.68        14.13        (3.18      14.42        11.60  

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

 

LOGO

 

 

TRUST SUMMARY

  9


Trust Summary  as of August 31, 2020 (continued)    BlackRock Massachusetts Tax-Exempt Trust (MHE)

 

Performance

Returns for the twelve months ended August 31, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

MHE(a)(b)

    6.00      0.46

Lipper Other States Municipal Debt Funds(c)

    4.85        1.85  

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage.

 
  (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 an indication of future results.

More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.

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

Municipal bonds performed well from the beginning of the reporting period until February 2020 due to accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of COVID-19 led to travel restrictions, business closures and stay-at-home orders, causing 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 low market liquidity inhibited efficient pricing. Municipal bonds recovered in the April-August interval due to aggressive stimulus from the Fed and U.S. Congress, allowing the category to finish in positive territory for the full period.

Massachusetts municipal bonds performed in line with the national market.

The Trust’s use of leverage helped results by augmenting income and amplifying the effect of rising prices. The Trust’s positions in bonds with maturities of 20 years and above also contributed to performance. Long-term bonds benefited from their higher interest rate sensitivity given that yields fell significantly. (Prices rise as yields fall.) Positions in higher-rated bonds, particularly those rated AA, further contributed to results. At the sector level, holdings in tax-backed state, education and housing issues added to absolute returns.

The Trust actively sought to manage interest rate risk using U.S. Treasury futures. Since U.S. Treasury yields fell, as prices rose, this strategy had an adverse impact on performance. The Trust did not hold any U.S. Treasury futures as of August 31, 2020. Select holdings in the high yield category (bonds rated BBB and below, as well as non-rated issues), modestly detracted from performance due to pandemic-related concerns. Student housing bonds, in particular, were hurt by the effects of COVID-19 as social distancing guidelines and virtual learning limited capacity utilization at many of the state’s universities. Reinvestment risk continued to be a headwind since the proceeds from bonds that matured or were called needed to be reinvested at lower yields compared to bonds that were issued when yields were higher.

The Trust’s cash weighting was approximately 9% at the end of the period. The portfolio’s cash levels increased after large bond maturities in the second calendar quarter of 2020. Since that time, new issues in Massachusetts debt were priced at high valuations relative to the underlying interest-rate risk. As a result, the Trust held cash while awaiting more attractive opportunities. The elevated cash balance did not have any material impact on performance, since low prevailing yields reduced the opportunity cost of holding cash.

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 August 31, 2020 (continued)    BlackRock Massachusetts Tax-Exempt Trust (MHE)

 

Overview of the Trust’s Total Investments

 

SECTOR ALLOCATION

 

Sector(a)(b)   08/31/20     08/31/19  

Education

    41     42

State

    25       20  

Health

    10       14  

Transportation

    10       15  

Housing

    6       4  

County/City/Special District/School District

    5       2  

Tobacco

    2       2  

Utilities

    1       1  

CALL/MATURITY SCHEDULE

 

Calendar Year Ended December 31,(a)(c)   Percentage  

2020

    5

2021

    8  

2022

    17  

2023

    1  

2024

    4  

 

  (a)

Excludes short-term securities.

 
  (b)

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings 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 sub-classifications for reporting ease.

 

CREDIT QUALITY ALLOCATION

 

Credit Rating(a)(d)   08/31/20     08/31/19  

AAA/Aaa

    6     6

AA/Aa

    63       55  

A

    7       12  

BBB/Baa

    15       16  

BB/Ba

    (e)       

B/B

          1  

CC

          1  

C

    1        

N/R

    8 (f)      9  

 

  (c)

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

  (d)

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.

  (e)

Represents less than 1% of the Trust’s total investments.

  (f)

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 August 31, 2020, the market value of unrated securities deemed by the investment adviser to be investment grade represents 2% of the Trust’s total investments.

 

 

 

TRUST SUMMARY

  11


Trust Summary  as of August 31, 2020    BlackRock MuniHoldings New York Quality Fund, Inc.(MHN)

 

Investment Objective

BlackRock MuniHoldings New York Quality Fund, Inc.’s (MHN) (the “Trust”) investment objective is to provide shareholders with current income exempt from U.S. federal income tax and New York State and New York City personal income taxes. The Trust seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in investment grade (as rated or, if unrated, considered to be of comparable quality at the time of investment by the Trust’s investment adviser) New York municipal obligations exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax) and New York State and New York City personal income taxes (“New York Municipal Bonds”), except at times when, in the judgment of its investment adviser, New York Municipal Bonds of sufficient quality and quantity are unavailable for investment by the Trust. At all times, except during temporary defensive periods, the Trust invests at least 65% of its assets in New York Municipal Bonds. The Trust invests, under normal market conditions, at least 80% of its assets in municipal obligations with remaining maturities of one year or more. The Trust may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by BlackRock to be of comparable quality, at the time of purchase. 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

  MHN

Initial Offering Date

  September 19, 1997

Yield on Closing Market Price as of August 31, 2020 ($13.79)(a)

  4.48%

Tax Equivalent Yield(b)

  8.89%

Current Monthly Distribution per Common Share(c)

  $0.0515

Current Annualized Distribution per Common Share(c)

  $0.6180

Leverage as of August 31, 2020(d)

  40%

 

  (a)

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

 
  (b)

Tax equivalent yield assumes the maximum marginal U.S. federal and state tax rate of 49.62%, 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 October 1, 2020, was increased to $0.0545 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 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 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.

 

Market Price and Net Asset Value Per Share Summary

 

     08/31/20      08/31/19      Change      High      Low  

Market Price

  $ 13.79      $ 13.74        0.36    $ 14.33      $ 10.33  

Net Asset Value

    14.92        15.31        (2.55      15.64        12.89  

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

 

LOGO

 

 

12  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of August 31, 2020 (continued)    BlackRock MuniHoldings New York Quality Fund, Inc.(MHN)

 

Performance

Returns for the twelve months ended August 31, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

MHN(a)(b)

    4.57      1.54

Lipper New York Municipal Debt Funds(c)

    0.77        0.58  

 

  (a)

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage.

 
  (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 an indication of future results.

More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.

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

Municipal bonds performed well from the beginning of the reporting period until February 2020 due to accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of COVID-19 led to travel restrictions, business closures and stay-at-home orders, causing 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 low market liquidity inhibited efficient pricing. Municipal bonds recovered in the April-August interval due to aggressive stimulus from the Fed and U.S. Congress, allowing the category to finish in positive territory for the full period.

New York municipal bonds underperformed the national market, primarily as a result of the outsized weighting of New York City bonds in the state index. The impact of COVID-19 was particularly acute in larger cities as a result of the effects of reduced tourism, fewer commuters, and lower tax revenues.

Positions in sectors that were less affected by COVID-19, such as water/sewer, public power, and housing, were the largest contributors. Positions in higher-quality bonds also generally performed well due largely to their relative strength in March and April.

The Trust actively sought to manage interest rate risk through U.S. Treasury futures, which hurt performance due to the breakdown in correlation between the U.S. Treasury and municipal markets in the first quarter of 2020. While municipal bond yields rose due to a substantial increase in yield spreads, U.S. Treasury yields plunged due to investors’ “flight to quality.” The Trust did not hold any U.S. Treasury futures as of August 31, 2020.

While all sectors posted positive gains in the period, select holdings in areas most affected by the coronavirus, such as transportation and tax-backed issues, finished with negative returns.

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.

 

 

TRUST SUMMARY

  13


Trust Summary  as of August 31, 2020 (continued)    BlackRock MuniHoldings New York Quality Fund, Inc.(MHN)

 

Overview of the Trust’s Total Investments

 

SECTOR ALLOCATION

 

Sector(a)(b)   08/31/20     08/31/19  

Transportation

    28     24

County/City/Special District/School District

    20       21  

Utilities

    13       12  

Education

    11       15  

State

    10       12  

Housing

    8       7  

Health

    5       5  

Other

    2        

Corporate

    2       2  

Tobacco

    1       2  

CALL/MATURITY SCHEDULE

 

Calendar Year Ended December 31,(a)(c)   Percentage  

2020

    6

2021

    11  

2022

    6  

2023

    13  

2024

    8  

 

  (a)

Excludes short-term securities.

 
  (b)

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings 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 sub-classifications for reporting ease.

 

CREDIT QUALITY ALLOCATION

 

Credit Rating(a)(d)          08/31/20     08/31/19  

AAA/Aaa

      11     7

AA/Aa

      55       58  

A

      22       25  

BBB/Baa

      6       6  

BB/Ba

      1        

N/R(e)

            5       4  

 

  (c)

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

 
  (d)

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.

 
  (e)

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 August 31, 2020 and August 31, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade represents 1% and 3%, respectively, of the Trust’s total investments.

 
 

 

 

14  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of August 31, 2020    BlackRock New York Municipal Bond Trust (BQH)

 

Investment Objective

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

On May 11, 2020, the Board of Trustees of BQH and the Board of Trustees of BlackRock Multi-State Municipal Series Trust, on behalf of BlackRock New York Municipal Opportunities Fund (“NYMO”), each approved the reorganization of BQH into NYMO. Shareholders of BQH approved the reorganization on August 21, 2020, and the reorganization is expected to be effective on October 26, 2020.

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

Trust Information

 

Symbol on New York Stock Exchange

  BQH

Initial Offering Date

  April 30, 2002

Yield on Closing Market Price as of August 31, 2020 ($15.96)(a)

  3.98%

Tax Equivalent Yield(b)

  7.90%

Current Monthly Distribution per Common Share(c)

  $0.0530

Current Annualized Distribution per Common Share(c)

  $0.6360

Leverage as of August 31, 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 is not an indication of future results.

 
  (b)

Tax equivalent yield assumes the maximum marginal U.S. federal and state tax rate of 49.62%, 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 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.

 

Market Price and Net Asset Value Per Share Summary

 

     08/31/20      08/31/19      Change      High      Low  

Market Price

  $ 15.96      $ 14.94        6.83    $ 16.70      $ 11.15  

Net Asset Value

    16.05        16.49        (2.67      16.86        13.66  

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

 

LOGO

 

 

TRUST SUMMARY

  15


Trust Summary  as of August 31, 2020 (continued)    BlackRock New York Municipal Bond Trust (BQH)

 

Performance

Returns for the twelve months ended August 31, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

BQH(a)(b)

    11.01      1.16

Lipper New York Municipal Debt Funds(c)

    0.77        0.58  

 

  (a)

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage.

 
  (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 an indication of future results.

More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.

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

Municipal bonds performed well from the beginning of the reporting period until February 2020 due to accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of COVID-19 led to travel restrictions, business closures and stay-at-home orders, causing 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 low market liquidity inhibited efficient pricing. Municipal bonds recovered in the April-August interval due to aggressive stimulus from the Fed and U.S. Congress, allowing the category to finish in positive territory for the full period.

New York municipal bonds underperformed the national market, primarily as a result of the outsized weighting of New York City bonds in the state index. The impact of COVID-19 was particularly acute in larger cities as a result of the effects of reduced tourism, fewer commuters, and lower tax revenues.

The Trust’s positions in bonds with maturities of 20 years and above contributed to performance. Long-term bonds benefited from their higher interest rate sensitivity given that yields fell significantly. (Prices rise as yields fall.) The Trust’s tilt toward higher-quality securities, particularly bonds rated AA and A, also helped performance. At the sector level, holdings in transportation and state tax-backed issues aided results.

The Trust’s use of leverage, which augmented income and boosted the effect of rising prices, was an additional positive. Declining rates amplified the contribution by reducing the funding cost for the leverage position.

The Trust actively sought to manage interest rate risk using U.S. Treasury futures, which hurt performance due to the breakdown in correlation between the U.S. Treasury and municipal markets in the first quarter of 2020. While municipal bond yields rose due to a substantial increase in yield spreads, U.S. Treasury yields plunged due to investors’ “flight to quality.” The Trust did not hold any U.S. Treasury futures as of August 31, 2020.

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.

 

 

16  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of August 31, 2020 (continued)    BlackRock New York Municipal Bond Trust (BQH)

 

Overview of the Trust’s Total Investments

 

SECTOR ALLOCATION

 

Sector(a)(b)   08/31/20     08/31/19  

Transportation

    23     17

County/City/Special District/School District

    20       25  

Education

    15       18  

Utilities

    14       13  

State

    10       8  

Health

    6       8  

Housing

    5       5  

Other

    3        

Tobacco

    2       2  

Corporate

    2       4  

CALL/MATURITY SCHEDULE

 

Calendar Year Ended December 31,(a)(c)

    Percentage  

2020

    4

2021

    16  

2022

    13  

2023

    9  

2024

    6  

 

  (a)

Excludes short-term securities.

 
  (b)

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings 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 sub-classifications for reporting ease.

 

CREDIT QUALITY ALLOCATION

 

Credit Rating(a)(d)   08/31/20     08/31/19  

AAA/Aaa

    8     5

AA/Aa

    52       55  

A

    22       20  

BBB/Baa

    5       4  

BB/Ba

    1       2  

B/B

          1  

B

    2        

C

    1        

N/R(e)

    9       13  

 

  (c)

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

 
  (d)

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.

 
  (e)

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 August 31, 2020 and August 31, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade represents 3% and 3%, respectively, of the Trust’s total investments.

 
 

 

 

TRUST SUMMARY

  17


Trust Summary  as of August 31, 2020    BlackRock New York Municipal Income Quality Trust (BSE)

 

Investment Objective

BlackRock New York Municipal Income Quality Trust’s (BSE) (the “Trust”) investment objective is to provide current income exempt from U.S. federal income tax, including the alternative minimum tax, and New York State and New York City personal income taxes. The Trust seeks to achieve its investment objective by investing at least 80% of its managed assets in municipal obligations exempt from U.S. federal income taxes (including the U.S. federal alternative minimum tax) and New York State and New York City personal income taxes. Under normal market conditions, the Trust invests primarily in municipal bonds that are investment grade quality at the time of investment or, if unrated, are determined to be of comparable quality at the time of investment by the Trust’s investment adviser. The Trust may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by BlackRock to be of comparable quality, at the time of purchase. The Trust may invest directly in such securities or synthetically through the use of derivatives.

On June 16, 2020, the Board of Trustees of BSE and the Board of Trustees of BlackRock New York Municipal Income Trust (BNY) each approved the reorganization of BSE into BNY. Subject to approvals by each Trust’s shareholders and the satisfaction of customary closing conditions, the reorganization is expected to occur during the first quarter of 2021.

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

Trust Information

 

Symbol on New York Stock Exchange

  BSE

Initial Offering Date

  October 31, 2002

Yield on Closing Market Price as of August 31, 2020 ($13.33)(a)

  4.37%

Tax Equivalent Yield(b)

  8.67%

Current Monthly Distribution per Common Share(c)

  $0.0485

Current Annualized Distribution per Common Share(c)

  $0.5820

Leverage as of August 31, 2020(d)

  40%

 

  (a)

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

 
  (b)

Tax equivalent yield assumes the maximum marginal U.S. federal and state tax rate of 49.62%, 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 October 1, 2020, was increased to $0.0525 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 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 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.

 

Market Price and Net Asset Value Per Share Summary

 

     08/31/20      08/31/19      Change      High      Low  

Market Price

  $ 13.33      $ 13.86        (3.82 )%     $ 14.17      $ 10.00  

Net Asset Value

    14.97        15.34        (2.41      15.62        12.98  

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

 

LOGO

 

 

18  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of August 31, 2020 (continued)    BlackRock New York Municipal Income Quality Trust (BSE)

 

Performance

Returns for the twelve months ended August 31, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

BSE(a)(b)

    (0.11 )%       1.36

Lipper New York Municipal Debt Funds(c)

    0.77        0.58  

 

  (a)

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage.

 
  (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 an indication of future results.

More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.

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

Municipal bonds performed well from the beginning of the reporting period until February 2020 due to accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of COVID-19 led to travel restrictions, business closures and stay-at-home orders, causing 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 low market liquidity inhibited efficient pricing. Municipal bonds recovered in the April-August interval due to aggressive stimulus from the Fed and U.S. Congress, allowing the category to finish in positive territory for the full period.

New York municipal bonds underperformed the national market, primarily as a result of the outsized weighting of New York City bonds in the state index. The impact of COVID-19 was particularly acute in larger cities as a result of the effects of reduced tourism, fewer commuters, and lower tax revenues.

The Trust’s positions in bonds with maturities of 20 years and above contributed to performance. Long-term bonds benefited from their higher interest rate sensitivity given that yields fell significantly. (Prices rise as yields fall.) The Trust’s tilt toward higher-quality securities, particularly bonds rated AA and A, also helped performance. At the sector level, holdings in state tax-backed and utility issues aided results.

The Trust’s use of leverage, which augmented income and boosted the effect of rising prices, was an additional positive. Declining rates amplified the contribution by reducing the funding cost for the leverage position.

The Trust actively sought to manage interest rate risk using U.S. Treasury futures, which hurt performance due to the breakdown in correlation between the U.S. Treasury and municipal markets in the first quarter of 2020. While municipal bond yields rose due to a substantial increase in yield spreads, U.S. Treasury yields plunged due to investors’ “flight to quality.” The Trust did not hold any U.S. Treasury futures as of August 31, 2020.

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.

 

 

TRUST SUMMARY

  19


Trust Summary  as of August 31, 2020 (continued)    BlackRock New York Municipal Income Quality Trust (BSE)

 

Overview of the Trust’s Total Investments

 

SECTOR COMPOSITION

 

Sector(a)(b)   08/31/20     08/31/19  

Transportation

    20     16

County/City/Special District/School District

    20       22  

Education

    17       21  

Utilities

    15       15  

State

    13       13  

Health

    6       7  

Housing

    4       4  

Other

    3        

Tobacco

    2       2  

Corporate

    (c)       

CALL/MATURITY SCHEDULE

 

Calendar Year Ended December 31,(a)(d)   Percentage  

2020

    1

2021

    21  

2022

    8  

2023

    13  

2024

    8  

CREDIT QUALITY ALLOCATION

 

Credit Rating(a)(e)   08/31/20     08/31/19  

AAA/Aaa

    11     6

AA/Aa

    54       62  

A

    27       21  

BBB/Baa

    2       5  

N/R(f)

    6       6  
 

 

  (a)

Excludes short-term securities.

 
  (b)

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings 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 sub-classifications for reporting ease.

 
  (c)

Represents less than 1% of the Trust’s total investments.

 
  (d)

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

 
  (e)

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.

 
  (f)

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 August 31, 2020 and August 31, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade represents 2% and 2%, respectively, of the Trust’s total investments.

 

 

 

20  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of August 31, 2020     BlackRock New York Municipal Income Trust II (BFY)

 

Investment Objective

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

On June 16, 2020, the Board of Trustees of BFY and the Board of Trustees of BlackRock New York Municipal Income Trust (BNY) each approved the reorganization of BFY into BNY. Subject to approvals by each Trust’s shareholders and the satisfaction of customary closing conditions, the reorganization is expected to occur during the first quarter of 2021.

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

Trust Information

 

Symbol on New York Stock Exchange

  BFY

Initial Offering Date

  July 30, 2002

Yield on Closing Market Price as of August 31, 2020 ($13.99)(a)

  4.85%

Tax Equivalent Yield(b)

  9.63%

Current Monthly Distribution per Common Share(c)

  $0.0565

Current Annualized Distribution per Common Share(c)

  $0.6780

Leverage as of August 31, 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 is not an indication of future results.

 
  (b)

Tax equivalent yield assumes the maximum marginal U.S. federal and state tax rate of 49.62%, 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 October 1, 2020, was increased to $0.0605 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 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 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.

 

Market Price and Net Asset Value Per Share Summary

 

     08/31/20      08/31/19      Change      High      Low  

Market Price

  $  13.99      $  14.21        (1.55 )%     $  15.75      $  10.16  

Net Asset Value

    15.39        15.92        (3.33      16.23        13.21  

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

 

LOGO

 

 

TRUST SUMMARY

  21


Trust Summary  as of August 31, 2020 (continued)    BlackRock New York Municipal Income Trust II (BFY)

 

Performance

Returns for the twelve months ended August 31, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

BFY(a)(b)

    2.87      1.01

Lipper New York Municipal Debt Funds(c)

    0.77        0.58  

 

  (a)

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage.

 
  (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 an indication of future results.

More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.

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

Municipal bonds performed well from the beginning of the reporting period until February 2020 due to accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of COVID-19 led to travel restrictions, business closures and stay-at-home orders, causing 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 low market liquidity inhibited efficient pricing. Municipal bonds recovered in the April-August interval due to aggressive stimulus from the Fed and U.S. Congress, allowing the category to finish in positive territory for the full period.

New York municipal bonds underperformed the national market, primarily as a result of the outsized weighting of New York City bonds in the state index. The impact of COVID-19 was particularly acute in larger cities as a result of the effects of reduced tourism, fewer commuters, and lower tax revenues.

The Trust’s positions in bonds with maturities of 20 years and above contributed to performance. Long-term bonds benefited from their higher interest rate sensitivity given that yields fell significantly. (Prices rise as yields fall.) The Trust’s tilt toward higher-quality securities, particularly bonds rated AA and A, also helped performance. At the sector level, holdings in state tax-backed and utility issues further aided results.

The Trust’s use of leverage, which augmented income and boosted the effect of rising prices, was an additional positive. Declining rates amplified the contribution by reducing the funding cost for the leverage position.

The Trust actively sought to manage interest rate risk using U.S. Treasury futures, which hurt performance due to the breakdown in correlation between the U.S. Treasury and municipal markets in the first quarter of 2020. While municipal bond yields rose due to a substantial increase in yield spreads, U.S. Treasury yields plunged due to investors’ “flight to quality.” The Trust did not hold any U.S. Treasury futures as of August 31, 2020.

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.

 

 

22  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of August 31, 2020 (continued)    BlackRock New York Municipal Income Trust II (BFY)

 

Overview of the Trust’s Total Investments

 

SECTOR COMPOSITION

 

Sector(a)(b)   08/31/20     08/31/19  

Transportation

    25     19

County/City/Special District/School District

    20       26  

Education

    14       13  

Utilities

    13       11  

State

    12       12  

Health

    6       7  

Housing

    5       5  

Corporate

    3       4  

Tobacco

    2       3  

Other

    (c)       

CALL/MATURITY SCHEDULE

 

Calendar Year Ended December 31,(a)(d)   Percentage  

2020

    5

2021

    17  

2022

    8  

2023

    13  

2024

    7  

 

  (a)

Excludes short-term securities.

 
  (b)

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings 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 sub-classifications for reporting ease.

 

CREDIT QUALITY ALLOCATION

 

Credit Rating(a)(e)   08/31/20     08/31/19  

AAA/Aaa

    7     5

AA/Aa

    53       50  

A

    24       27  

BBB/Baa

    5       6  

BB/Ba

    1       2  

B/B

          1  

B

    1        

CC

          1  

C

    1        

N/R(f)

    8       8  

 

  (c)

Represents less than 1% of the Trust’s total investments.

 
  (d)

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

 
  (e)

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.

 
  (f)

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 August 31, 2020 and August 31, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade represents 2% and 2%, respectively, of the Trust’s total investments.

 
 

 

 

TRUST SUMMARY

  23


Trust Summary  as of August 31, 2020 (continued)    BlackRock Virginia Municipal Bond Trust (BHV)

 

Investment Objective

BlackRock Virginia Municipal Bond Trust’s (BHV) (the “Trust”) investment objective is to provide current income exempt from regular U.S. federal income tax and Virginia personal income taxes. The Trust seeks to achieve its investment objectives by investing primarily in municipal bonds exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax) and Virginia personal income taxes. The Trust invests, under normal market conditions, at least 80% of its managed assets in municipal bonds that are investment grade quality at the time of investment or, if unrated, determined to be of comparable quality at the time of investment by the Trust’s investment adviser. 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

  BHV

Initial Offering Date

  April 30, 2002

Yield on Closing Market Price as of August 31, 2020 ($16.09)(a)

  3.39%

Tax Equivalent Yield(b)

  6.34%

Current Monthly Distribution per Common Share(c)

  $0.0455

Current Annualized Distribution per Common Share(c)

  $0.5460

Leverage as of August 31, 2020(d)

  40%

 

  (a)

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

 
  (b)

Tax equivalent yield assumes the maximum marginal U.S. federal and state tax rate of 46.55%, 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 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.

 

Market Price and Net Asset Value Per Share Summary

 

     08/31/20      08/31/19      Change      High      Low  

Market Price

  $  16.09      $  16.54        (2.72 )%     $  18.06      $  12.34  

Net Asset Value

    15.38        15.64        (1.66      15.87        13.12  

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

 

LOGO

 

 

24  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Trust Summary  as of August 31, 2020 (continued)    BlackRock Virginia Municipal Bond Trust (BHV)

 

Performance

Returns for the twelve months ended August 31, 2020 were as follows:

 

    Returns Based On  
     Market Price      NAV  

BHV(a)(b)

    0.77      1.87

Lipper Other States Municipal Debt Funds(c)

    4.85        1.85  

 

  (a)

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage.

 
  (b)

The Trust’s premium 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 an indication of future results.

More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.

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

Municipal bonds performed well from the beginning of the reporting period until February 2020 due to accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of COVID-19 led to travel restrictions, business closures and stay-at-home orders, causing 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 low market liquidity inhibited efficient pricing. Municipal bonds recovered in the April-August interval due to aggressive stimulus from the Fed and U.S. Congress, allowing the category to finish in positive territory for the full period.

Virginia municipal bonds outperformed the national market, largely as a result of the state’s higher average credit quality and low level of new-issue supply.

The Trust’s use of leverage helped results by augmenting income and amplifying the effect of rising prices. The Trust’s positions in bonds with maturities of 20 years and above also contributed to performance. Long-term bonds benefited from their higher interest rate sensitivity given that yields fell significantly. (Prices rise as yields fall.) Positions in higher-rated bonds, particularly those rated AA, further contributed to results.

The Trust benefited from strong security selection in the high yield category (bonds rated BBB and below, as well as non-rated issues), due largely to positions in tobacco issues and Puerto Rico. The Trust was further helped by its positions in the utility and health care sectors.

The Trust actively sought to manage interest rate risk using U.S. Treasury futures. Since U.S. Treasury yields fell, as prices rose, this strategy had an adverse impact on performance. The Trust did not hold any U.S. Treasury futures as of August 31, 2020. Select holdings in high yield toll road and university issues also detracted. Reinvestment risk continued to be a headwind since the proceeds from bonds that matured or were called needed to be reinvested at lower yields compared to bonds that were issued when yields were higher.

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.

 

 

TRUST SUMMARY

  25


Trust Summary  as of August 31, 2020 (continued)    BlackRock Virginia Municipal Bond Trust (BHV)

 

Overview of the Trust’s Total Investments

 

SECTOR COMPOSITION

 

Sector(a)(b)   08/31/20     08/31/19  

Transportation

    32     27

Health

    19       28  

Education

    11       12  

Housing

    10       4  

Utilities

    8       5  

Tobacco

    6       3  

County/City/Special District/School District

    6       18  

Other

    4        

State

    4       3  

CALL/MATURITY SCHEDULE

 

Calendar Year Ended December 31,(a)(c)   Percentage  

2020

    7

2021

    6  

2022

    13  

2023

    6  

2024

    4  

 

  (a) 

Excludes short-term securities.

 
  (b) 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings 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 sub-classifications for reporting ease.

 

CREDIT QUALITY ALLOCATION

 

Credit Rating(a)(d)   08/31/20     08/31/19  

AAA/Aaa

    11     12

AA/Aa

    47       38  

A

    9       8  

BBB/Baa

    6       5  

BB/Ba

          1  

B/B

          3  

B

    4        

C

    1       1  

N/R(e)

    22       132  

 

  (c) 

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

 
  (d) 

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.

 
  (e) 

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 August 31, 2020 and August 31, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade represents 5% and 9%, respectively, of the Trust’s total investments.

 
 

 

 

26  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments

August 31, 2020

  

BlackRock Maryland Municipal Bond Trust (BZM)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Municipal Bonds

 

California — 1.6%

 

Tobacco — 1.6%  

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

  $ 500     $ 512,345  
   

 

 

 

Maryland — 131.3%

   
Corporate — 0.9%            

Maryland Economic Development Corp., Refunding RB, 5.75%, 09/01/25

    275       275,514  
   

 

 

 
County/City/Special District/School District — 10.1%            

County of Anne Arundel Maryland, GO, 5.00%, 10/01/43

    1,745       2,169,122  

Washington Suburban Sanitary Commission, RB, (GTD), 4.00%, 06/01/41

    875       998,655  
   

 

 

 
      3,167,777  
Education — 23.0%            

County of Anne Arundel Maryland, Refunding RB, 3.25%, 09/01/28

    360       376,776  

Maryland Economic Development Corp., Refunding RB 5.00%, 07/01/37

    500       501,455  

5.00%, 07/01/39

    500       523,905  

(AGM), 5.00%, 06/01/43

    1,350       1,547,816  

Maryland Health & Higher Educational Facilities Authority, Refunding RB

   

5.00%, 06/01/29

    500       526,030  

Series A, 4.00%, 07/01/22(a)

    10       10,691  

Series A, 5.00%, 07/01/22(a)

    1,000       1,087,320  

Series A, 5.00%, 10/01/22(a)

    900       989,217  

Series A, 5.00%, 07/01/34

    1,000       1,071,600  

Series A, 5.00%, 10/01/49

    530       627,843  
   

 

 

 
      7,262,653  
Health — 41.2%            

City of Rockville Maryland, RB, Series B, 5.00%, 11/01/42

    500       499,440  

County of Baltimore Maryland, Refunding RB, 4.00%, 01/01/50

    500       538,650  

County of Montgomery Maryland, RB

   

4.00%, 12/01/44

    750       811,650  

Series 2016, 5.00%, 12/01/45

    750       877,215  

County of Montgomery Maryland, Refunding RB, 5.00%, 12/01/21(a)

    1,000       1,059,690  

Maryland Health & Higher Educational Facilities Authority, RB

   

4.00%, 07/01/48

    300       330,852  

4.00%, 07/01/48

   

Series 2017, 5.00%, 12/01/46

    250       295,952  

Series A, 5.00%, 05/15/42

    160       187,234  

Series B, 5.00%, 11/15/21(a)

    1,000       1,057,580  

Series B, 4.00%, 04/15/45

    250       282,513  

Maryland Health & Higher Educational Facilities Authority,Refunding RB

   

5.00%, 07/01/34

    510       619,405  

5.00%, 07/01/35

    200       231,902  

4.00%, 07/01/39

    100       105,466  

5.00%, 07/01/40

    1,000       1,116,560  

4.00%, 07/01/41

    500       537,950  

5.00%, 08/15/42

    1,000       1,130,290  
Security  

Par

( 000)

    Value  
Health (continued)            

Maryland Health & Higher Educational Facilities Authority, Refunding RB (continued) 5.00%, 07/01/45

   

5.00%, 07/01/45

  $ 700     $ 774,487  

4.13%, 07/01/47

    500       539,670  

Series A, 4.00%, 07/01/22(a)

    1,250       1,336,325  

Series A, 5.00%, 01/01/28

    100       116,029  

Series A, 5.00%, 01/01/45

    500       548,850  
   

 

 

 
      12,997,710  
Housing — 22.5%            

Howard County Housing Commission, RB, M/F

   

Housing

   

5.00%, 12/01/42

    500       602,105  

4.00%, 06/01/46

    500       543,095  

Series A, 5.00%, 06/01/44

    550       603,537  

Maryland Community Development Administration, RB, M/F Housing

   

Series A, 4.05%, 07/01/42

    1,220       1,243,595  

Series D, 3.70%, 07/01/35

    500       526,115  

Maryland Community Development Administration, RB, S/F Housing, Series A, 3.85%, 09/01/42

    295       326,497  

Maryland Community Development Administration, Refunding RB, Series D, 3.25%, 09/01/50

    500       553,455  

Maryland Community Development Administration, Refunding RB, S/F Housing

   

Series A, 4.10%, 09/01/38

    65       71,724  

Series B, 3.35%, 09/01/42

    1,000       1,069,190  

Maryland Health & Higher Educational Facilities Authority, Refunding RB, 6.25%, 01/01/21(a)

    1,000       1,020,020  

Montgomery County Housing Opportunites Commission, Refunding RB, S/F Housing, Series C, AMT, 3.30%, 07/01/39

    500       529,590  
   

 

 

 
      7,088,923  
Other — 15.1%            

Anne Arundel County Consolidated Special Taxing District, ST, 5.25%, 07/01/44

    250       250,620  

Anne Arundel County Consolidated, Special Taxing District, Refunding ST, 5.00%, 07/01/32

    500       560,870  

City of Baltimore Maryland, Refunding RB

   

5.00%, 09/01/46

    750       713,947  

Series A, 5.00%, 09/01/38

    250       256,053  

City of Baltimore Maryland, TA(b)

   

Series B, 3.70%, 06/01/39

    200       184,412  

Series B, 3.88%, 06/01/46

    300       260,958  

County of Frederick Maryland, TA, Series A, 7.13%, 07/01/43(b)

    250       226,410  

County of Howard Maryland, TA 6.10%, 02/15/44

    250       243,305  

Series A, 4.50%, 02/15/47(b)

    500       503,810  

County of Prince George’s Maryland, RB, 5.20%, 07/01/34

    1,227       1,227,908  

County of Prince George’s Maryland,TA, 5.25% 07/01/48(b)

    300       313,497  
   

 

 

 
      4,741,790  
Transportation — 9.1%            

Maryland Economic Development Corp., RB, AMT, 5.00%, 06/01/49

    250       268,532  
 

 

 

SCHEDULE OF INVESTMENTS

  27


 

Schedule of Investments   (continued)

August 31, 2020

  

BlackRock Maryland Municipal Bond Trust (BZM)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Transportation (continued)  

Maryland Economic Development Corp., Refunding RB,
Series A, 5.00%, 06/01/35

  $ 100     $ 112,385  

Maryland State Transportation Authority, RB, AMT, 4.00%,
06/01/29

    1,925       2,017,785  

Maryland State Transportation Authority, Refunding RB,
AMT, 5.00%, 03/01/23

    445       472,626  
   

 

 

 
      2,871,328  
Utilities — 9.4%  

City of Baltimore Maryland, RB

 

Series A, 5.00%, 07/01/41

    100       118,643  

Series A, 5.00%, 07/01/43

    1,000       1,122,370  

Series A, 5.00%, 07/01/46

    495       579,714  

Series C, 5.00%, 07/01/38

    1,000       1,137,300  
   

 

 

 
      2,958,027  
   

 

 

 

Total Municipal Bonds in Maryland

 

    41,363,722  

Puerto Rico — 6.0%

 

State — 4.2%  

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

   

Series A-1, Restructured, 4.75%, 07/01/53

    107       111,999  

Series A-1, Restructured, 5.00%, 07/01/58

    629       669,671  

Series A-2, Restructured, 4.33%, 07/01/40

    375       390,356  

Series A-2, Restructured, 4.78%, 07/01/58

    157       165,304  
   

 

 

 
      1,337,330  
Tobacco — 0.6%  

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

 

 

200

 

 

 

200,144

 

   

 

 

 
Utilities — 1.2%  

Puerto Rico Commonwealth Aqueduct & Sewer Authority, RB, Series A, Senior Lien, 5.00%, 07/01/33

    200       205,178  

Puerto Rico Commonwealth Aqueduct & Sewer Authority, Refunding RB, Series A, Senior Lien, 6.00%, 07/01/38

    160       160,611  
   

 

 

 
      365,789  
   

 

 

 

Total Municipal Bonds in Puerto Rico

 

    1,903,263  
   

 

 

 

Total Municipal Bonds — 138.9%
(Cost: $41,625,371)

 

    43,779,330  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(c)

 

District of Columbia — 7.9%

 

Transportation — 7.9%  

Washington Metropolitan Area Transit Authority, RB, Series B, 5.00%, 07/01/42

    2,045       2,476,876  
   

 

 

 
Security   Par
(000)
    Value  

Maryland — 10.4%

 

County/City/Special District/School District — 5.6%  

Maryland Stadium Authority, RB, 5.00%, 05/01/42

  $ 1,500     $ 1,779,030  
   

 

 

 
Utilities — 4.8%            

City of Baltimore Maryland, RB, Series A, 5.00%, 07/01/46

    1,269       1,507,548  
   

 

 

 

Total Municipal Bonds in Maryland

      3,286,578  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 18.3%
(Cost: $5,331,645)

      5,763,454  
   

 

 

 

Total Long-Term Investments — 157.2%
(Cost: $46,957,016)

      49,542,784  
   

 

 

 
     Shares         
Short-Term Securities  
Money Market Funds — 2.1%  

BlackRock Liquidity Funds, MuniCash, Institutional Class, 0.01%(d)(e)

    649,087       649,217  
   

 

 

 

Total Short-Term Securities — 2.1%
(Cost: $649,217)

 

    649,217  
   

 

 

 

Total Investments — 159.3%
(Cost: $47,606,233)

 

    50,192,001  

Other Assets Less Liabilities — 0.8%

 

    263,975  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (9.5)%

 

    (3,000,730

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (50.6)%

 

    (15,943,448
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $ 31,511,798  
   

 

 

 

 

(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) 

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.

(d) 

Affiliate of the Trust.

(e) 

Annualized 7-day yield as of period end.

 

Affiliates

Investments in issuers considered to be an affiliate of the Trust during the year ended August 31, 2020, for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

 

Affiliated Issuer    Value at
08/31/19
     Purchases
at Cost
     Proceeds
from Sales
     Net Realized
Gain (Loss)
     Change in
Unrealized
Appreciation
(Depreciation)
     Value at
08/31/20
     Shares
Held at
08/31/20
     Income      Capital Gain
Distributions from
Underlying Funds
 

BlackRock Liquidity Funds, MuniCash, Institutional Class

   $ 399,268      $ 249,907 (a)     $      $ 2      $ 40      $ 649,217        649,087      $ 5,342      $  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 

 

  (a)

Represents net amount purchased (sold).

 

 

 

28  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock Maryland Municipal Bond Trust (BZM)

 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications 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 sub-classifications for reporting ease.

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended August 31, 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

   $      $      $      $      $ (276,416    $      $ (276,416
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                    

Futures contracts

   $      $      $      $      $ 5,898      $      $ 5,898  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts

        

Average notional value of contracts — long

   $ (a)  

Average notional value of contracts — short

   $ 1,365,160  

 

  (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 financial instruments. For description of the input levels and information about the Trust’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Trust’s investments categorized in the disclosure hierarchy. The breakdown of the Trust’s investments into major categories is disclosed in the Schedule of Investments above.

 

      Level 1        Level 2        Level 3        Total  

Assets

                 

Investments

                 

Long-Term Investments

                 

Municipal Bonds

   $        $ 43,779,330        $        $ 43,779,330  

Municipal Bonds Transferred to Tender Option Bond Trusts

              5,763,454                   5,763,454  

Short-Term Securities

                 

Money Market Funds

     649,217                            649,217  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 649,217        $ 49,542,784        $        $ 50,192,001  
  

 

 

      

 

 

      

 

 

      

 

 

 

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

   $        $ (2,999,064      $        $ (2,999,064

VRDP Shares at Liquidation Value

              (16,000,000                 (16,000,000
  

 

 

      

 

 

      

 

 

      

 

 

 
   $        $ (18,999,064      $        $ (18,999,064
  

 

 

      

 

 

      

 

 

      

 

 

 

See notes to financial statements.

 

 

SCHEDULE OF INVESTMENTS

  29


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock Massachusetts Tax-Exempt Trust (MHE)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
     Value  

Municipal Bonds

 

California — 1.7%  
Tobacco — 1.7%  

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

  $ 535      $ 548,209  
    

 

 

 

Massachusetts — 130.7%

 

County/City/Special District/School District — 8.2%  

City of Holyoke Massachusetts, Refunding GO, 5.00%, 09/01/26

    1,000        1,095,060  

Commonwealth of Massachusetts Transportation Fund Revenue, Refunding RB, Series A, 5.00%, 06/01/21(a)

    500        518,060  

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

    1,000        1,054,010  
    

 

 

 
       2,667,130  
Education — 60.0%  

Massachusetts Development Finance Agency, RB

    

5.00%, 10/01/46

    500        561,175  

5.00%, 07/01/47

    550        580,772  

5.00%, 10/01/48

    200        185,056  

Series A, 5.25%, 01/01/42

    500        568,180  

Series A, (AMBAC), 5.75%, 01/01/42

    650        1,040,188  

Series A, 5.00%, 01/01/47

    1,000        1,113,310  

Series B, 5.00%, 07/01/21(a)

    500        520,060  

Series J, 5.00%, 07/01/42

    1,950        2,096,484  

Massachusetts Development Finance Agency, Refunding RB

    

5.00%, 07/01/37

    150        167,040  

4.00%, 07/01/39

    500        527,415  

5.00%, 04/15/40

    1,000        1,077,390  

5.00%, 10/01/40

    1,675        1,681,516  

5.00%, 09/01/43

    500        573,260  

4.00%, 07/01/44

    250        288,853  

Series A, 5.00%, 10/01/35

    250        281,128  

Series P, 5.45%, 05/15/59

    1,500        1,977,540  

Massachusetts Educational Financing Authority, RB,
AMT, 5.00%, 01/01/27

    1,000        1,126,410  

Massachusetts Educational Financing Authority,
Refunding RB, AMT, 3.50%, 07/01/33

    165        167,061  

Massachusetts Health & Educational Facilities Authority,
Refunding RB

    

Series M, 5.50%, 02/15/27

    1,000        1,296,170  

Series T-2, 5.00%, 10/01/32

    500        544,705  

Massachusetts State College Building Authority,
Refunding RB, Series B, (AGC), 5.50%, 05/01/39

    825        1,271,490  

University of Massachusetts Building Authority, RB,
Series 1, 5.00%, 11/01/22(a)

    500        551,935  

University of Massachusetts Building Authority,
Refunding RB, Series 1, Senior Lien, 5.00%, 11/01/50 .

    1,000        1,251,330  
    

 

 

 
       19,448,468  
Health — 14.4%  

Massachusetts Development Finance Agency, Refunding RB

    

5.00%, 07/01/21(a)

    1,000        1,040,120  

4.13%, 10/01/42(b)

    550        541,084  

4.00%, 12/01/42

    485        509,017  

5.00%, 12/01/42

    525        584,892  

Series A, 5.00%, 06/01/39

    250        297,090  

Series A, 5.00%, 07/01/44

    250        287,098  
Security   Par
(000)
     Value  
Health (continued)  

Massachusetts Development Finance Agency, Refunding RB (continued)

    

Series A, 4.00%, 06/01/49

  $ 250      $ 269,233  

Series A-2, 4.00%, 07/01/41

    100        116,584  

Series E, 4.00%, 07/01/38

    500        532,805  

Massachusetts Health & Educational Facilities Authority, RB, Series D, 5.00%, 07/01/39

    500        501,395  
    

 

 

 
       4,679,318  
Housing — 9.4%  

Massachusetts HFA, RB, M/F Housing, Series A, 3.80%, 12/01/43

    500        537,015  

Massachusetts Housing Finance Agency, RB, M/F Housing

    

Series A, (FHA), 5.25%, 12/01/35

    185        185,483  

Series C-1, 3.15%, 12/01/49

    1,000        1,029,070  

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

    485        521,225  

Massachusetts Housing Finance Agency, Refunding RB, S/F Housing, Series 214, (FHLMC, FNMA, GNMA), 2.95%, 12/01/44

    750        781,342  
    

 

 

 
       3,054,135  
State — 22.8%  

Commonwealth of Massachusetts, GO

    

Series C, 5.00%, 07/01/45

    1,000        1,179,370  

Series G, 4.00%, 09/01/42

    1,000        1,127,940  

Massachusetts Bay Transportation Authority, Refunding RB

    

Series A, 5.25%, 07/01/29

    730        1,002,049  

Sub-Series A-2, 5.00%, 07/01/45

    2,100        2,553,495  

Massachusetts School Building Authority, RB

    

Series A, 5.00%, 05/15/43

    500        554,615  

Series A, 5.00%, 08/15/45

    750        969,015  
    

 

 

 
       7,386,484  
Transportation — 15.9%  

Commonwealth of Massachusetts Federal Highway Grant Anticipation Note Revenue, RB, Series A, 5.00%, 06/15/22(a)

    1,000        1,085,870  

Massachusetts Port Authority, RB

    

Series A, AMT, 5.00%, 07/01/42

    1,000        1,062,890  

Series B, AMT, 5.00%, 07/01/45

    1,750        1,975,172  

Metropolitan Boston Transit Parking Corp., Refunding RB, 5.25%, 07/01/36

    1,000        1,034,970  
    

 

 

 
       5,158,902  
    

 

 

 

Total Municipal Bonds in Massachusetts

       42,394,437  

Puerto Rico — 7.2%

    
State — 5.4%             

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

    

Series A-1, Restructured, 4.75%, 07/01/53

    113        118,279  

Series A-1, Restructured, 5.00%, 07/01/58

    747        795,301  

Series A-2, Restructured, 4.33%, 07/01/40

    150        156,142  

Series A-2, Restructured, 4.54%, 07/01/53

    500        517,340  

Series A-2, Restructured, 4.78%, 07/01/58

    168        176,886  
    

 

 

 
       1,763,948  
 

 

 

30  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock Massachusetts Tax-Exempt Trust (MHE)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Tobacco — 0.7%  

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

 

$

215

 

 

$

215,155

 

   

 

 

 
Utilities — 1.1%  

Puerto Rico Commonwealth Aqueduct & Sewer Authority, RB

   

Series A, Senior Lien, 5.00%, 07/01/33

    115       117,977  

Series A, Senior Lien, 5.13%, 07/01/37

    75       77,012  

Puerto Rico Commonwealth Aqueduct & Sewer Authority, Refunding RB, Series A, Senior Lien, 6.00%, 07/01/38

 

 

170

 

 

 

170,650

 

   

 

 

 
      365,639  
   

 

 

 

Total Municipal Bonds in Puerto Rico

      2,344,742  
   

 

 

 

Total Municipal Bonds — 139.6%
(Cost: $41,542,955)

 

 

 

45,287,388

 

   

 

 

 
   

Municipal Bonds Transferred to Tender Option Bond Trusts(c)

 

Massachusetts — 15.6%

   
Education — 3.2%            

Massachusetts Development Finance Agency, RB, 4.00%, 09/01/49

    1,000       1,020,470  
   

 

 

 
Health — 1.5%            

Massachusetts Development Finance Agency, Refunding RB, 4.00%, 07/01/35

 

 

430

 

 

 

493,176

 

   

 

 

 
State — 10.9%            

Commonwealth of Massachusetts, GO, Series A, 5.00%, 03/01/46

 

 

1,001

 

 

 

1,135,563

 

Massachusetts School Building Authority, RB, Series B, 5.00%, 11/15/46(d)

 

 

2,000

 

 

 

2,404,700

 

   

 

 

 
    3,540,263  
   

 

 

 

Total Municipal Bonds in Massachusetts

 

    5,053,909  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 15.6%
(Cost: $4,752,527)

   

 

5,053,909

 

   

 

 

 

Total Long-Term Investments — 155.2%
(Cost: $46,295,482)

      50,341,297  
   

 

 

 
Security   Shares     Value  
Short-Term Securities  

Money Market Funds — 9.6%

 

BlackRock Liquidity Funds, MuniCash, Institutional
Class, 0.01%(e)(f)

    3,103,187     $ 3,103,807  
   

 

 

 

Total Short-Term Securities — 9.6%
(Cost: $3,103,740)

 

 

 

3,103,807

 

   

 

 

 

Total Investments — 164.8%
(Cost: $49,399,222)

 

 

 

53,445,104

 

Other Assets Less Liabilities — 1.0%

 

    307,207  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (9.2)%

 

 

 

(2,971,446

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (56.6)%

   

 

(18,349,289

   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

    $ 32,431,576  
   

 

 

 

 

(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) 

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.

(d ) 

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 agreement, which expires on November 15, 2024, is $1,551,389. See Note 4 of the Notes to Financial Statements for details.

(e) 

Affiliate of the Trust.

(f) 

Annualized 7-day yield as of period end.

 

Affiliates

Investments in issuers considered to be an affiliate of the Trust during the year ended August 31, 2020, for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

 

Affiliated Issuer

  

Value at

08/31/19

    

Purchases

at Cost

    

Proceeds

from Sales

    

Net Realized

Gain (Loss)

    

Change in

Unrealized

Appreciation

(Depreciation)

    

Value at

08/31/20

    

Shares

Held at

08/31/20

    

Income

    

Capital Gain

Distributions from

Underlying Funds

 

BlackRock Liquidity Funds, MuniCash, Institutional Class

   $ 76,217      $ 3,027,443 (a)     $     —      $ 77      $ 70      $ 3,103,807        3,103,187      $ 5,724      $     —  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 

 

  (a)

Represents net amount purchased (sold).

 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications 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 sub-classifications for reporting ease.

 

 

SCHEDULE OF INVESTMENTS

  31


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock Massachusetts Tax-Exempt Trust (MHE)

 

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended August 31, 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

   $             —      $      $      $      $ (336,429    $             —      $ (336,429
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                    

Futures contracts

   $      $      $      $      $ 5,853      $      $ 5,853  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts

        

Average notional value of contracts — long

   $ (a)  

Average notional value of contracts — short

   $ 1,483,973  

 

  (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 financial instruments. For description of the input levels and information about the Trust’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Trust’s investments categorized in the disclosure hierarchy. The breakdown of the Trust’s investments into major categories is disclosed in the Schedule of Investments above.

 

      Level 1        Level 2        Level 3        Total  

Assets

                 

Investments

                 

Long-Term Investments

                 

Municipal Bonds

   $        $ 45,287,388        $        $ 45,287,388  

Municipal Bonds Transferred to Tender Option Bond Trusts

              5,053,909                   5,053,909  

Short-Term Securities

                 

Money Market Funds

     3,103,807                            3,103,807  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 3,103,807        $ 50,341,297        $        $ 53,445,104  
  

 

 

      

 

 

      

 

 

      

 

 

 

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

  $             —      $ (2,965,857   $             —      $ (2,965,857

VRDP Shares at Liquidation Value

           (18,500,000            (18,500,000
 

 

 

    

 

 

   

 

 

    

 

 

 
  $      $ (21,465,857   $      $ (21,465,857
 

 

 

    

 

 

   

 

 

    

 

 

 

See notes to financial statements.

 

 

32  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments

August 31, 2020

  

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

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Municipal Bonds

 

Guam — 0.4%

 

Utilities — 0.4%  

Guam Government Waterworks Authority, RB, Series A, 5.00%, 01/01/50

  $ 525     $ 632,200  

Guam Power Authority, RB, Series A, (AGM), 5.00%, 10/01/20(a)

    1,175       1,179,406  
   

 

 

 
Total Municipal Bonds in Guam         1,811,606  
New Jersey — 2.7%  
Transportation — 2.7%  

Port Authority of New York & New Jersey, RB, Series 6, AMT, (NPFGC), 5.75%, 12/01/22

    12,485       12,523,828  
   

 

 

 
New York — 131.2%  
Corporate — 2.7%  

New York Liberty Development Corp., Refunding RB, 5.25%, 10/01/35

    8,445       11,707,895  

New York State Environmental Facilities Corp., RB, 2.75%, 09/01/50(b)(c)

    970       976,431  
   

 

 

 
      12,684,326  
County/City/Special District/School District — 30.1%  

City of New York, GO

   

Series A-1, 5.00%, 08/01/21(a)

    2,350       2,453,400  

Sub-Series D-1, 5.00%, 10/01/21(a)

    1,375       1,446,459  

Sub-Series D-1, 5.00%, 08/01/31

    945       1,057,493  

Sub-Series D-1, 5.00%, 10/01/33

    2,800       2,926,616  

Sub-Series F-1, 5.00%, 04/01/43

    4,550       5,467,689  

City of New York, Refunding GO

   

Series E, 5.50%, 08/01/25

    2,710       3,095,768  

Series E, 5.00%, 08/01/30

    2,000       2,203,300  

Series E, 5.00%, 08/01/32

    2,000       2,234,560  

Series I, 5.00%, 08/01/32

    490       528,970  

County of Nassau New York, GO

   

Series A, 5.00%, 01/15/31

    1,400       1,693,874  

Series B, (AGM), 5.00%, 07/01/45

    1,815       2,207,893  

Series C, 5.00%, 10/01/31

    1,980       2,426,133  

Erie County Industrial Development Agency, RB,

   

Series A, 5.25%, 05/01/31

    1,000       1,031,280  

Erie County Industrial Development Agency, Refunding RB, Series A, 5.00%, 05/01/28

    1,685       2,051,740  

New York City Industrial Development Agency, RB

   

(AMBAC), 5.00%, 01/01/31

    3,500       3,507,420  

(AMBAC), 5.00%, 01/01/36

    6,150       6,158,241  

(NPFGC), 5.00%, 03/01/36

    2,200       2,205,412  

(AGC), 6.38%, 01/01/39

    800       803,312  

(FGIC), 5.00%, 03/01/46

    9,500       9,510,070  

New York City Industrial Development Agency, RB, CAB, (AGC), 0.00%, 03/01/39(d)

    1,380       816,946  

New York City Industrial Development Agency, Refunding RB, Series A, AMT, 5.00%, 07/01/28

    820       879,311  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB

   

Series A1, 5.00%, 08/01/40

    860       1,054,902  

Series A-1, 5.00%, 11/01/38

    950       1,066,014  

Series A-2, 5.00%, 08/01/38

    3,440       4,177,777  

Series A-3, 4.00%, 08/01/43

    2,790       3,108,339  

Series B1, 5.00%, 11/01/35

    2,100       2,404,437  

Sub-Series B-1, 5.00%, 11/01/36

    1,690       1,931,585  

Sub-Series B-1, 5.00%, 11/01/38

    1,455       1,713,903  

Sub-Series E-1, 5.00%, 02/01/39

    2,730       3,271,632  
Security  

Par

(000)

    Value  
County/City/Special District/School District (continued)  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB (continued)

   

Sub-Series E-1, 5.00%, 02/01/43

  $ 2,510     $ 2,978,316  

Sub-Series F-1, 5.00%, 05/01/42

    8,825       10,542,433  

New York City Trust for Cultural Resources, Refunding RB, Series A, 5.00%, 08/01/23(a)

    2,840       3,234,618  

New York Convention Center Development Corp., RB,CAB(d)

   

Series B, Sub-Lien, 0.00%, 11/15/32

    565       393,240  

Series B, Sub-Lien, 0.00%, 11/15/42

    2,185       1,002,675  

Series B, Sub-Lien, 0.00%, 11/15/47

    5,600       2,030,112  

Series B, Sub-Lien, 0.00%, 11/15/48

    2,665       912,576  

Series B, Sub-Lien, (AGM), 0.00%, 11/15/55

    2,485       741,922  

Series B, Sub-Lien, (AGM), 0.00%, 11/15/56

    3,765       1,072,799  

New York Convention Center Development Corp., Refunding RB

   

5.00%, 11/15/40

    6,150       6,768,997  

5.00%, 11/15/45

    12,215       13,453,967  

New York Liberty Development Corp., Refunding RB

   

5.00%, 11/15/31

    1,710       1,792,029  

5.00%, 11/15/44

    4,000       4,190,720  

5.75%, 11/15/51

    1,755       1,851,332  

Class 1, 4.00%, 09/15/35

    885       931,339  

Class 1, 5.00%, 11/15/44(e)

    5,075       5,314,134  

Class 2, 5.00%, 09/15/43

    3,430       3,631,478  

New York State Dormitory Authority, RB, Series A,

   

5.00%, 02/15/23(a)

    4,995       5,580,514  
   

 

 

 
      139,857,677  
Education — 16.6%  

Albany Capital Resource Corp., Refunding RB

   

Series A, 5.00%, 12/01/30

    250       279,545  

Series A, 5.00%, 12/01/32

    100       111,043  

Series A, 4.00%, 12/01/34

    110       115,720  

Buffalo & Erie County Industrial Land Development Corp., Refunding RB, 5.38%, 04/01/21(a)

    1,000       1,030,160  

Build NYC Resource Corp., Refunding RB

   

4.00%, 08/01/42

    525       566,706  

5.00%, 08/01/47

    505       576,266  

Series A, 5.00%, 06/01/43

    450       514,953  

Dobbs Ferry Local Development Corp., RB, 5.00%, 07/01/39

    750       855,353  

Dutchess County Local Development Corp., RB

   

5.00%, 07/01/43

    570       688,389  

5.00%, 07/01/48

    855       1,024,854  

Dutchess County Local Development Corp., Refunding RB

   

5.00%, 07/01/42

    985       1,178,690  

4.00%, 07/01/46

    1,865       2,065,842  

Hempstead Town Local Development Corp., Refunding RB, 5.00%, 07/01/47

    1,030       1,217,069  

Madison County Capital Resource Corp., RB

   

Series B, 5.00%, 07/01/40

    685       798,155  

Series B, 5.00%, 07/01/43

    2,480       2,881,041  

Monroe County Industrial Development Corp., Refunding RB

   

Series A, 5.00%, 07/01/23(a)

    1,240       1,407,437  

Series A, 4.00%, 07/01/39

    350       384,636  

Series A, 4.00%, 07/01/50

    1,035       1,195,518  

New York City Trust for Cultural Resources, Refunding RB

   

Series A, 5.00%, 07/01/37

    1,775       2,049,575  
 

 

 

SCHEDULE OF INVESTMENTS

  33


Schedule of Investments   (continued)

August 31, 2020

  

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

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Education (continued)

   

New York City Trust for Cultural Resources, Refunding RB (continued)

   

Series A, 5.00%, 07/01/41

  $ 750     $ 861,300  

New York State Dormitory Authority, RB

   

(AGM), 5.75%, 05/01/21(a)

    1,770       1,835,437  

Series 1, (AMBAC), 5.50%, 07/01/40

    3,500       5,344,850  

Series A, 5.00%, 07/01/21(a)

    1,675       1,741,831  

Series A, 5.50%, 07/01/21(a)

    1,375       1,434,482  

Series B, 5.00%, 07/01/22(a)

    3,000       3,263,220  

New York State Dormitory Authority, Refunding RB

   

5.00%, 07/01/44

    1,900       2,151,503  

Series A, 5.00%, 07/01/22(a)

    8,670       9,430,706  

Series A, 5.25%, 07/01/23(a)

    11,190       12,779,875  

Series A, 5.00%, 07/01/35

    1,030       1,177,599  

Series A, 4.00%, 07/01/37

    510       561,699  

Series A, 5.00%, 07/01/37

    2,005       2,260,918  

Series A, 5.00%, 07/01/43

    1,520       1,755,235  

Series A, 5.00%, 07/01/46

    1,540       1,792,960  

Onondaga County Trust for Cultural Resources, RB, 5.00%, 12/01/21(a)

    2,235       2,368,966  

Orange County Funding Corp., Refunding RB

   

Series A, 5.00%, 07/01/37

    715       751,429  

Series A, 5.00%, 07/01/42

    445       466,320  

St Lawrence County Industrial Development Agency,RB

   

6.00%, 09/01/34

    300       311,703  

5.38%, 09/01/41

    125       128,849  

Tompkins County Development Corp., RB(a)

   

(AGM), 5.25%, 01/01/21

    700       711,739  

(AGM), 5.50%, 01/01/21

    500       508,805  

Troy Capital Resource Corp., Refunding RB 4.00%, 09/01/40

    820       904,329  

Series A, 5.13%, 09/01/40

    5,535       5,535,000  
   

 

 

 
      77,019,707  

Health — 8.1%

   

Dutchess County Local Development Corp., RB,

   

Series B, 4.00%, 07/01/41

    4,495       4,851,363  

Monroe County Industrial Development Corp., RB

   

4.00%, 12/01/41

    500       540,825  

5.00%, 12/01/46

    800       919,144  

Series A, 5.00%, 12/01/37

    1,180       1,276,843  

Monroe County Industrial Development Corp., Refunding RB, (FHA), 5.50%, 08/15/40

    5,925       6,049,247  

New York City Health and Hospitals Corp., Refunding RB, Series A, 5.00%, 02/15/30

    1,800       1,806,840  

New York State Dormitory Authority, RB

   

Series C, 4.25%, 05/01/39

    1,000       1,049,260  

Series D, 4.25%, 05/01/39

    685       718,743  

New York State Dormitory Authority, Refunding RB

   

4.00%, 07/01/45

    675       728,514  

Series 1, 5.00%, 07/01/42

    2,200       2,684,176  

Series A, 5.00%, 05/01/21(a)

    2,000       2,063,980  

Series A, 5.25%, 05/01/21(a)

    7,375       7,623,169  

Series A, 5.00%, 05/01/32

    2,645       3,101,633  

Oneida County Local Development Corp., Refunding RB, (AGM), 3.00%, 12/01/44

    2,315       2,465,313  

 

Security  

Par

(000)

    Value  

Health (continued)

   

Suffolk County Economic Development Corp., RB,

   

Series C, 5.00%, 07/01/32

  $ 460     $ 526,580  

Westchester County Healthcare Corp., Refunding RB,

   

Series A, Senior Lien, 5.00%, 11/01/21(a)

    1,340       1,380,656  
   

 

 

 
      37,786,286  

Housing — 8.9%

   

Amherst Development Corp., Refunding RB, Series A, (AGM), 4.63%, 10/01/20(a)

    2,975       2,985,650  

New York City Housing Development Corp., Series 2014-8SPR, Class F, 4.50%, 02/15/48

    1,075       1,117,334  

New York City Housing Development Corp., RB, M/F Housing

   

4.00%, 11/01/43

    640       695,789  

Series B1, 5.25%, 07/01/32

    6,505       7,339,917  

Series B1, 5.00%, 07/01/33

    1,375       1,544,276  

Series D-1-B, 4.20%, 11/01/40

    450       481,266  

Series G-1, 3.90%, 05/01/45

    450       469,818  

Series I-1-A, 3.95%, 11/01/36

    450       490,374  

Series I-1-A, 4.05%, 11/01/41

    450       490,037  

New York City Housing Development Corp., Refunding RB, Series D, (FHA), 2.50%, 11/01/55

    2,270       2,161,085  

New York City Housing Development Corp., Refunding RB, M/F Housing

   

Series B-1-A, 3.65%, 11/01/49

    1,040       1,103,690  

Series B-1-A, 3.75%, 11/01/54

    1,435       1,527,314  

New York State Housing Finance Agency, RB

   

Series D, (SONYMA), 3.80%, 11/01/49

    1,700       1,829,710  

Series P, 3.15%, 11/01/54

    1,100       1,131,933  

New York State Housing Finance Agency, RB, M/F Housing

   

Series B, (FHLMC, FNMA, GNMA, SONYMA), 4.00%, 11/01/42

    845       914,839  

Series C, (FHLMC, FNMA, GNMA, SONYMA), 3.38%, 11/01/49

    170       175,394  

Series E, (SONYMA), 3.80%, 11/01/49

    945       1,015,705  

Series H, 4.15%, 11/01/43

    1,375       1,517,642  

Series H, 4.20%, 11/01/48

    905       995,310  

Series A, AMT, 4.65%, 11/15/38

    1,000       1,001,530  

State of New York Mortgage Agency, RB, S/F Housing,

   

Series 225, 2.45%, 10/01/45

    400       402,796  

State of New York Mortgage Agency, Refunding RB

   

Series 190, 3.80%, 10/01/40

    2,880       3,035,117  

Series 194, AMT, 3.80%, 04/01/28

    3,140       3,373,176  

Series 218, AMT, 3.60%, 04/01/33

    905       985,771  

Series 218, AMT, 3.85%, 04/01/38

    325       354,777  

State of New York Mortgage Agency, Refunding RB, S/F Housing, Series 213, 4.20%, 10/01/43

    1,910       2,121,704  

Yonkers Industrial Development Corp, RB, AMT,

   

(SONYMA), 5.25%, 04/01/37

    2,000       2,006,400  
   

 

 

 
      41,268,354  

State — 9.6%

   

New York City Transitional Finance Authority Building Aid Revenue, Refunding RB, Series S-3, 4.00%, 07/15/38

    5,045       5,808,712  

New York State Dormitory Authority, RB

   

Series 2015B-C, 5.00%, 03/15/37

    1,500       1,774,080  

Series A, 5.00%, 03/15/41

    7,125       8,595,457  

Series A, 5.00%, 02/15/42

    7,500       8,933,925  

Series B, 5.00%, 03/15/37

    3,000       3,188,790  
 

 

 

34  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock Muniholdings New York Quality Fund, Inc. (MHN)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
State (continued)  

New York State Dormitory Authority, RB (continued)

   

Series B, 5.00%, 03/15/38

  $ 1,000     $ 1,215,030  

Series B, 5.00%, 03/15/39

    1,465       1,778,393  

Series B, 5.00%, 03/15/42

    4,600       4,870,710  

New York State Dormitory Authority, Refunding RB

   

Series C, 5.00%, 03/15/38

    100       123,817  

Series E, 5.00%, 03/15/41

    2,800       3,471,692  

New York State Urban Development Corp., RB,

   

Series C, 5.00%, 03/15/32

    2,000       2,215,180  

Sales Tax Asset Receivable Corp., Refunding RB,

   

Series A, 4.00%, 10/15/32

    2,070       2,335,436  
 

 

 

 
      44,311,222  
Tobacco — 2.5%  

Chautauqua Tobacco Asset Securitization Corp.,

   

Refunding RB

4.75%, 06/01/39

    1,875       1,801,200  

5.00%, 06/01/48

    680       641,362  

New York Counties Tobacco Trust VI, Refunding RB

   

Series A-2, 5.00%, 06/01/45

    2,010       2,040,472  

Series A-2, 5.00%, 06/01/51

    765       776,047  

Series B, 5.00%, 06/01/41

    575       652,884  

Niagara Tobacco Asset Securitization Corp., Refunding RB

   

5.25%, 05/15/34

    1,495       1,556,788  

5.25%, 05/15/40

    1,500       1,543,380  

TSASC Inc, Refunding RB, Series A, 5.00%, 06/01/35

    260       296,826  

Westchester Tobacco Asset Securitization Corp.,

   

Refunding RB, Series C, 4.00%, 06/01/42

    2,350       2,359,659  
 

 

 

 
      11,668,618  
Transportation — 37.2%  

Buffalo & Fort Erie Public Bridge Authority, RB
5.00%, 01/01/42

    1,565       1,828,624  

5.00%, 01/01/47

    750       865,290  

Hudson Yards Infrastructure Corp., Refunding RB

   

Series A, 5.00%, 02/15/39

    2,285       2,724,611  

Series A, 5.00%, 02/15/42

    5,975       7,060,359  

Series A, 4.00%, 02/15/44

    2,230       2,457,237  

Metropolitan Transportation Authority, RB

   

Series A, 5.00%, 11/15/21(a)

    1,000       1,057,820  

Series A, 5.00%, 05/15/23(a)

    3,000       3,387,060  

Series A, 5.00%, 11/15/42

    3,500       4,024,545  

Series A-1, 5.25%, 11/15/23(a)

    3,240       3,758,822  

Series B, 5.25%, 11/15/44

    1,000       1,053,470  

Series D, 5.25%, 11/15/21(a)

    2,000       2,121,640  

Series E, 5.00%, 11/15/38

    8,750       9,083,462  

Sub-Series B-3, 5.00%, 11/15/23(a)

    1,000       1,152,150  

Metropolitan Transportation Authority, Refunding RB

   

Series A, 5.00%, 11/15/41

    1,000       1,042,080  

Series A, (AGM), 4.00%, 11/15/46

    855       939,252  

Series A1, 5.00%, 11/15/37

    1,500       1,611,210  

Series C-1, 4.75%, 11/15/45

    1,505       1,632,037  

Series C-1, 5.00%, 11/15/56

    1,920       2,066,918  

Series D, 5.00%, 11/15/30

    885       921,294  

Sub-Series B-1, 5.00%, 11/15/31

    4,000       4,452,520  

Sub-Series B-1, 5.00%, 11/15/51

    2,360       2,665,408  

Sub-Series B-2, 4.00%, 11/15/34

    2,500       2,759,550  

Sub-Series C-1, 5.00%, 11/15/34

    1,845       1,973,209  
Security  

Par

(000)

    Value  
Transportation (continued)  

MTA Hudson Rail Yards Trust Obligations, Refunding RB, Series A, 5.00%, 11/15/56

  $ 5,410     $ 5,975,129  

New York Liberty Development Corp., RB, 5.25%, 12/15/43

    11,500       12,086,155  

New York State Thruway Authority, Subordinate, 4.00%, 01/01/53(f)

    815       922,939  

New York State Thruway Authority, RB

   

Series A, Junior Lien, 5.00%, 01/01/41

    1,770       2,049,288  

Series A, Junior Lien, 5.25%, 01/01/56

    1,080       1,255,327  

New York State Thruway Authority, Refunding RB

   

Series I, 5.00%, 01/01/22(a)

    8,040       8,553,916  

Series J, 5.00%, 01/01/41

    5,000       5,600,750  

Series K, 5.00%, 01/01/29

    1,750       2,058,560  

Series K, 5.00%, 01/01/31

    1,000       1,172,230  

Series L, 5.00%, 01/01/35

    810       998,665  

New York Transportation Development Corp., RB

   

Series A, AMT, (AGM), 4.00%, 07/01/41

    1,250       1,309,675  

Series A, AMT, 5.00%, 07/01/41

    1,805       1,949,779  

Series A, AMT, 5.00%, 07/01/46

    1,885       2,021,681  

Series A, AMT, 5.25%, 01/01/50

    11,605       12,546,165  

Niagara Frontier Transportation Authority, Refunding RB

   

AMT, 5.00%, 04/01/34

    100       119,764  

AMT, 5.00%, 04/01/35

    90       107,276  

AMT, 5.00%, 04/01/36

    95       112,800  

AMT, 5.00%, 04/01/37

    110       130,324  

AMT, 5.00%, 04/01/38

    55       65,046  

AMT, 5.00%, 04/01/39

    80       94,426  

Port Authority of New York & New Jersey, RB,

   

Series 220, AMT, 4.00%, 11/01/59

    4,905       5,428,560  

Port Authority of New York & New Jersey, Refunding RB

   

Series 179, 5.00%, 12/01/38

    1,390       1,556,355  

Series 183th, 4.00%, 06/15/44

    1,500       1,609,380  

Series 211th, 4.00%, 09/01/43

    5,000       5,697,450  

Consolidated, 206th Series, AMT, 5.00%, 11/15/42

    2,375       2,823,139  

Series 177th, AMT, 4.00%, 01/15/43

    285       297,571  

Series 178, AMT, 5.00%, 12/01/43

    750       829,050  

Series 178th, AMT, 5.00%, 12/01/33

    1,000       1,116,570  

Series 195th, AMT, 5.00%, 04/01/36

    1,400       1,650,852  

Triborough Bridge & Tunnel Authority, RB

   

Series A, 4.00%, 11/15/54

    950       1,090,800  

Series B, 5.00%, 11/15/40

    940       1,100,900  

Series B, 5.00%, 11/15/45

    820       952,906  

Triborough Bridge & Tunnel Authority, Refunding RB

   

Series A, 5.00%, 11/15/36

    1,000       1,086,820  

Series A, 5.00%, 11/15/41

    5,000       5,880,600  

Series A, 5.25%, 11/15/45

    1,280       1,495,270  

Series A, 5.00%, 11/15/50

    3,000       3,431,040  

Series B, 5.00%, 11/15/38

    8,225       9,941,228  

Series C, 5.00%, 11/15/37

    870       1,084,568  

Triborough Bridge & Tunnel Authority, Refunding RB, CAB, Series B, 0.00%, 11/15/32(d)

    7,670       5,964,269  
   

 

 

 
      172,805,791  
Utilities — 15.5%  

Long Island Power Authority, RB
5.00%, 09/01/35

    1,000       1,262,910  

5.00%, 09/01/36

    825       1,019,881  

5.00%, 09/01/37

    3,175       3,980,085  

5.00%, 09/01/42

    280       338,766  
 

 

 

SCHEDULE OF INVESTMENTS

  35


Schedule of Investments  (continued)

August 31, 2020

  

BlackRock MuniHoldings NewYork Quality Fund, Inc. (MHN)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Utilities (continued)  

Utilities (continued)

   

Long Island Power Authority, RB (continued)

   

5.00%, 09/01/47

  $ 905     $ 1,082,018  

Series A, (AGM), 5.00%, 05/01/21(a)

    2,375       2,449,314  

Long Island Power Authority, Refunding RB

   

Series B, 5.00%, 09/01/41

    475       569,002  

Series B, 5.00%, 09/01/46

    660       782,635  

New York City Water & Sewer System, RB

   

Series DD, 5.25%, 06/15/47

    3,850       4,738,734  

Series DD-1, 4.00%, 06/15/49

    1,135       1,292,447  

Series DD-1, 3.00%, 06/15/50

    795       825,544  

New York City Water & Sewer System, Refunding RB

   

Series EE, 5.00%, 06/15/40

    4,290       5,367,862  

Series FF, 5.00%, 06/15/40

    2,000       2,530,640  

Series HH, 5.00%, 06/15/39

    2,250       2,654,505  

Sub-Series GG, 5.00%, 06/15/21(a)

    1,000       1,037,030  

New York Power Authority, Refunding RB, Series A, 5.00%, 11/15/38

    2,580       2,713,618  

New York State Environmental Facilities Corp., RB

   

Series B, 5.00%, 09/15/40

    3,170       3,745,577  

Series B, 5.00%, 06/15/48

    1,120       1,390,200  

New York State Environmental Facilities Corp., Refunding RB

   

Series A, 5.00%, 06/15/40

    1,545       1,839,570  

Series A, 5.00%, 06/15/45

    7,935       9,388,851  

Series A, 4.00%, 06/15/46

    1,000       1,121,150  

Series B, 5.00%, 06/15/36

    3,200       3,313,632  

Utility Debt Securitization Authority, Refunding RB, Series TE, 5.00%, 12/15/41

    15,490       17,491,618  

Western Nassau County Water Authority, RB, Series A, 5.00%, 04/01/40

    1,065       1,242,131  
   

 

 

 
      72,177,720  
   

 

 

 

Total Municipal Bonds in New York

 

    609,579,701  
Puerto Rico — 4.5%  
State — 4.5%  

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

   

Series A-1, Restructured, 4.75%, 07/01/53

    783       819,582  

Series A-1, Restructured, 5.00%, 07/01/58

    5,368       5,715,095  

Series A-2, Restructured, 4.33%, 07/01/40

    10,319       10,741,563  

Series A-2, Restructured, 4.78%, 07/01/58

    390       410,627  

Series B-1, Restructured, 4.75%, 07/01/53

    620       650,343  

Series B-2, Restructured, 4.78%, 07/01/58

    601       631,453  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, CAB, Series A-1, Restructured, 0.00%, 07/01/46(d)

    6,358       1,814,382  
   

 

 

 

Total Municipal Bonds in Puerto Rico

 

    20,783,045  
   

 

 

 

Total Municipal Bonds — 138.8%
(Cost: $596,929,181)

 

    644,698,180  
   

 

 

 
Security  

Par

(000)

    Value  

Municipal Bonds Transferred to Tender Option Bond Trusts(f)

 

New York — 25.5%  
County/City/Special District/School District — 2.0%  

City of New York, GO, Sub-Series I-1, 5.00%, 03/01/36 .

  $ 2,500     $ 2,826,200  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB, Sub-Series D-1, 5.00%, 11/01/38

    1,650       1,729,876  

New York State Dormitory Authority, RB, Series A, 5.00%, 07/01/21(a)

    4,448       4,625,969  
   

 

 

 
      9,182,045  
Education — 1.0%  

New York City Trust for Cultural Resources, Refunding RB, Series A, 5.00%, 08/01/23(a)

    1,981       2,256,532  

New York State Dormitory Authority, RB, Series C, 5.00%, 03/15/41

    2,500       2,554,050  
   

 

 

 
      4,810,582  
Housing — 3.9%  

New York City Housing Development Corp, RB, M/F Housing, Series C-1-A, 4.00%, 11/01/53

    2,267       2,418,403  

New York City Housing Development Corp, Refunding RB, M/F Housing, Series B-1-A, 3.85%, 05/01/58

    2,175       2,326,141  

New York City Housing Development Corp., Refunding RB, Series A, 4.25%, 11/01/43

    3,630       4,028,320  

New York State Housing Finance Agency, RB, M/F Housing, Series I, 4.05%, 11/01/48

    4,543       4,942,351  

New York State Housing Finance Agency, Refunding RB, Series C, 3.85%, 11/01/39

    2,002       2,201,237  

State of New York Mortgage Agency, Refunding RB, Series 192, 3.80%, 10/01/31

    2,016       2,182,652  
   

 

 

 
      18,099,104  
Other — 3.8%  

Hudson Yards Infrastructure Corp., RB (g)

   

5.75%, 02/15/21(a)

    3,714       3,801,435  

5.75%, 02/15/47

    2,285       2,338,527  

New York Liberty Development Corp., Refunding RB, Class 1, 5.00%, 09/15/40

    2,610       2,779,102  

Sales Tax Asset Receivable Corp., Refunding RB, Series A, 5.00%, 10/15/31

    7,380       8,708,105  
   

 

 

 
      17,627,169  
State — 3.1%  

New York State Dormitory Authority, RB, Series A, 5.00%, 03/15/32

    2,000       2,530,800  

New York State Dormitory Authority, Refunding RB, Series A, 5.00%, 03/15/40(g)

    2,950       3,632,253  

New York State Urban Development Corp, Refunding RB, Series A, 5.00%, 03/15/45

    1,471       1,710,633  

Sales Tax Asset Receivable Corp., Refunding RB, Series A, 4.00%, 10/15/32

    6,000       6,769,380  
   

 

 

 
      14,643,066  
 

 

 

36  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  (continued)

August 31, 2020

  

BlackRock MuniHoldings NewYork Quality Fund, Inc. (MHN)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Transportation — 7.0%  

New York State Thruway Authority, Refunding RB, Subordinate, Series B, 4.00%, 01/01/45(g)

  $ 4,949     $ 5,633,560  

Port Authority of New York & New Jersey, RB, AMT, Series 221, 4.00%, 07/15/60

  $ 2,325     $ 2,594,142  

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

    3,405       3,978,130  

Series 169th, AMT, 5.00%, 10/15/25

    8,005       8,392,114  

Triborough Bridge & Tunnel Authority, Refunding RB, Series A, 5.00%, 11/15/46

    10,000       11,698,600  
   

 

 

 
      32,296,546  
Utilities — 4.7%  

New York City Water & Sewer System, Refunding RB 5.00%, 06/15/38(g)

    1,151       1,424,639  

Fiscal 2011, Series HH, 5.00%, 06/15/32

    7,151       7,409,711  

New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/60

    5,446       6,314,851  

Utility Debt Securitization Authority, Refunding RB Series A, Restructured, 5.00%, 12/15/35

    3,000       3,649,740  

Series B, Restructured, 4.00%, 12/15/35

    2,600       2,988,544  
   

 

 

 
      21,787,485  
   

 

 

 

Total Municipal Bonds in New York

      118,445,997  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 25.5%
(Cost: $111,225,997)

      118,445,997  
   

 

 

 

Total Long-Term Investments — 164.3%
(Cost: $708,155,178)

      763,144,177  
   

 

 

 
     Shares         

Short-Term Securities

 

Money Market Funds — 0.7%        

BlackRock Liquidity Funds New York Money Fund Portfolio, 0.01%(h)(i)

  $ 3,233,939     $ 3,234,262  
   

 

 

 

Total Short-Term Securities — 0.7%
(Cost: $3,234,262)

 

    3,234,262  
   

 

 

 

Total Investments — 165.0%
(Cost: $711,389,440)

 

    766,378,439  

Other Assets Less Liabilities — 1.1%

 

    4,848,309  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (13.7)%

 

    (63,444,070

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (52.4)%

 

    (243,278,209
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $ 464,504,469  
   

 

 

 

 

 

(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)

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.

(c)

When-issued security.

(d)

Zero-coupon bond.

(e)

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.

(f)

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.

(g)

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 June 15, 2025 to February 15, 2047, is $9,229,367.

  See

Note 4 of the Notes to Financial Statements for details.

(h)

Affiliate of the Trust.

(i)

Annualized 7-day yield as of period end.

 

Affiliates

Investments in issuers considered to be an affiliate of the Trust during the year ended August 31, 2020, for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

 

Affiliated Issuer  

Value at

08/31/19

   

Purchases

at Cost

   

Proceeds

from Sales

   

Net Realized

Gain (Loss)

   

Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

08/31/20

   

Shares

Held at

08/31/20

    Income    

Capital Gain

Distributions from

Underlying Funds

 

BlackRock Liquidity Funds New York Money Fund Portfolio

  $ 343,108     $ 2,891,079 (a)    $     $ 75     $     $ 3,234,262     $ 3,233,939     $ 9,911     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

  (a)

Represents net amount purchased (sold).

 

 

 

SCHEDULE OF INVESTMENTS

  37


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock MuniHoldings NewYork Quality Fund, Inc. (MHN)

 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications 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 sub-classifications for reporting ease.

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended August 31, 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

   $      $      $      $      $ (3,083,579    $      $ (3,083,579
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                    

Futures contracts

   $      $      $      $      $ 68,170      $      $ 68,170  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts

        

Average notional value of contracts — long

   $ (a)  

Average notional value of contracts — short

   $ 17,473,867  

 

  (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 financial instruments. For description of the input levels and information about the Trust’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Trust’s investments categorized in the disclosure hierarchy. The breakdown of the Trust’s investments into major categories is disclosed in the Schedule of Investments above.

 

     Level 1      Level 2      Level 3      Total  

Assets

          

Investments

          

Long-Term Investments

          

Municipal Bonds

  $      $ 644,698,180      $      $ 644,698,180  

Municipal Bonds Transferred to Tender Option Bond Trusts

           118,445,997               118,445,997  

Short-Term Securities

          

Money Market Funds

    3,234,262                      3,234,262  
 

 

 

    

 

 

    

 

 

    

 

 

 
  $ 3,234,262      $ 763,144,177      $      $ 766,378,439  
 

 

 

    

 

 

    

 

 

    

 

 

 

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

  $      $ (63,384,372   $      $ (63,384,372

VRDP Shares at Liquidation Value

           (243,600,000            (243,600,000
 

 

 

    

 

 

   

 

 

    

 

 

 
  $      $ (306,984,372   $      $ (306,984,372
 

 

 

    

 

 

   

 

 

    

 

 

 

See notes to financial statements.

 

 

38  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments  

August 31, 2020

  

BlackRock New York Municipal Bond Trust (BQH)

(Percentages shown are based on Net Assets)

 

    
Security
  Par
(000)
    Value  

Municipal Bonds

 

New York — 121.9%  
Corporate — 3.5%            

Build NYC Resource Corp., Refunding RB, AMT, 5.00%, 01/01/35(a)

  $ 100     $ 104,349  

New York Liberty Development Corp., Refunding RB, 5.25%, 10/01/35

    475       658,526  

New York State Environmental Facilities Corp., RB, 2.75%, 09/01/50(b)(c)

    250       251,657  

Niagara Area Development Corp., Refunding RB, Series A, AMT, 4.75%, 11/01/42(a)

    540       543,775  
   

 

 

 
    1,558,307  
County/City/Special District/School District — 28.1%            

City of New York, GO

   

Series D, 5.38%, 06/01/32

    15       15,057  

Series D-1, 4.00%, 03/01/44

    160       183,322  

Sub-Series D-1, 5.00%, 08/01/31

    245       274,165  

Sub-Series G-1, 5.00%, 04/01/29

    250       267,223  

New York City Industrial Development Agency, RB

   

(AMBAC), 5.00%, 01/01/39

    325       325,409  

(AGC), 6.38%, 01/01/39

    100       100,414  

(AMBAC), 5.00%, 01/01/46

    175       175,166  

(FGIC), 5.00%, 03/01/46

    175       175,186  

New York City Industrial Development Agency, RB, CAB(d)

   

(AGC), 0.00%, 03/01/41

    4,155       2,283,172  

(AGC), 0.00%, 03/01/42

    500       264,350  

(AGC), 0.00%, 03/01/43

    2,000       1,016,140  

(AGC), 0.00%, 03/01/45

    950       445,132  

New York City Industrial Development Agency, Refunding RB, Series A, AMT, 5.00%, 07/01/28

    690       739,908  

New York City Transitional Finance Authority Future Tax

   

Secured Revenue, RB

   

Series A-2, 5.00%, 08/01/38

    110       133,592  

Series A-3, 4.00%, 08/01/43

    265       295,237  

Series B1, 5.00%, 11/01/35

    200       228,994  

Sub-Series E-1, 5.00%, 02/01/39

    255       305,592  

New York Convention Center Development Corp., RB, CAB, Series B, Sub-Lien, (AGM), 0.00%, 11/15/55(d)

    500       149,280  

New York Convention Center Development Corp., Refunding RB

   

5.00%, 11/15/40

    1,110       1,221,721  

5.00%, 11/15/45

    670       737,958  

New York Liberty Development Corp., Refunding RB
5.00%, 11/15/31

    750       785,977  

5.75%, 11/15/51

    340       358,663  

Class 1, 4.00%, 09/15/35

    320       336,755  

Class 1, 5.00%, 11/15/44(a)

    555       581,152  

Class 2, 5.38%, 11/15/40(a)

    120       127,662  

Class 2, 5.00%, 09/15/43

    500       529,370  

Class 3, 5.00%, 03/15/44

    520       548,392  
   

 

 

 
      12,604,989  
Education — 26.6%            

Amherst Development Corp., Refunding RB 5.00%, 10/01/43

    85       93,042  

5.00%, 10/01/48

    65       71,129  

Buffalo & Erie County Industrial Land Development Corp., Refunding RB, Series A, 5.00%, 06/01/35

    55       59,616  

Build NYC Resource Corp., RB (a) 5.75%, 02/01/49

    145       145,906  
    
Security
  Par
(000)
    Value  
Education (continued)            

Build NYC Resource Corp., RB(a) (continued) Series A, 5.50%, 05/01/48

  $ 150     $ 152,140  

Build NYC Resource Corp., Refunding RB 5.00%, 06/01/32

    450       510,678  

5.00%, 06/01/40

    310       351,230  

Series A, 5.00%, 06/01/38

    250       288,012  

County of Cattaraugus New York, RB, 5.00%, 05/01/39

    60       63,356  

Dutchess County Local Development Corp., RB 5.00%, 07/01/43

    55       66,424  

5.00%, 07/01/48

    80       95,893  

Dutchess County Local Development Corp., Refunding RB 5.00%, 07/01/42

    100       119,664  

4.00st%, 07/01/46

    185       204,923  

Geneva Development Corp., RB, 5.25%, 09/01/44

    160       175,592  

Hempstead Town Local Development Corp., Refunding RB 5.00%, 10/01/34

    105       118,958  

5.00%, 07/01/47

    100       118,162  

Monroe County Industrial Development Corp., RB (e) 5.00%, 07/01/21

    500       519,995  

Series A, 5.00%, 07/01/21

    500       519,995  

Monroe County Industrial Development Corp., Refunding RB, Series A, 5.00%, 07/01/23(e)

    120       136,204  

New York City Trust for Cultural Resources, Refunding RB, Series A, 5.00%, 07/01/37

    110       127,016  

New York State Dormitory Authority, RB (AGM), 5.75%, 05/01/21(e)

    300       311,091  

5.00%, 07/01/42

    750       800,137  

Series 1, (AMBAC, BHAC), 5.50%, 07/01/31

    245       347,290  

Series A, 5.25%, 01/01/34

    250       272,530  

Series A, 5.50%, 01/01/39

    500       540,390  

Series A, 5.13%, 07/01/39

    30       30,028  

Series A, 5.75%, 07/01/39(b)

    25       25,027  

Series B, 5.00%, 07/01/22(e)

    500       543,870  

New York State Dormitory Authority, Refunding RB 5.00%, 07/01/44

    340       385,006  

Series A, 5.00%, 07/01/22(e)

    1,995       2,170,041  

Series A, 5.25%, 07/01/23(e)

    700       799,456  

Series A, 5.00%, 07/01/28

    250       258,930  

Series A, 5.00%, 07/01/35

    345       394,438  

Onondaga County Trust for Cultural Resources, Refunding RB, 5.00%, 05/01/40

    135       147,068  

Troy Capital Resource Corp., Refunding RB 4.00%, 08/01/35

    110       117,687  

4.00%, 09/01/40

    160       176,454  

Series A, 5.13%, 09/01/40

    610       610,000  

Yonkers Economic Development Corp., RB, Series A, 5.00%, 10/15/54

    100       98,743  
   

 

 

 
      11,966,121  
Health — 10.6%            

Buffalo & Erie County Industrial Land Development Corp., RB, 5.25%, 07/01/35

    500       574,725  

Dutchess County Local Development Corp., RB, Series B, 4.00%, 07/01/41

    100       107,928  

Genesee County Industrial Development Agency, Refunding RB, 5.00%, 12/01/27

    110       110,421  

Monroe County Industrial Development Corp., RB 4.00%, 12/01/41

    100       108,165  

5.00%, 12/01/46

    160       183,829  

Series A, 5.00%, 12/01/37

    370       400,366  
 

 

 

SCHEDULE OF INVESTMENTS

  39


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Bond Trust (BQH)

(Percentages shown are based on Net Assets)

 

    
Security
  Par
(000)
    Value  
Health (continued)            

Monroe County Industrial Development Corp., Refunding RB, (FHA), 5.50%, 08/15/40

  $ 275     $ 280,767  

New York State Dormitory Authority, Refunding RB 4.00%, 07/01/38

    110       121,510  

4.00%, 07/01/39

    140       154,091  

Series A, 5.00%, 05/01/21(e)

    1,000       1,031,990  

Suffolk County Economic Development Corp., RB, Series C, 5.00%, 07/01/32

    80       91,579  

Westchester County Healthcare Corp., Refunding RB Series A, Senior Lien, 5.00%, 11/01/21(e)

    1,030       1,061,250  

Series B, Senior Lien, 6.00%, 11/01/30

    25       25,151  

Westchester County Local Development Corp., Refunding RB, 5.00%, 01/01/34

    500       515,585  
   

 

 

 
      4,767,357  
Housing — 6.4%            

New York City Housing Development Corp., Series 2014-8SPR, Class F, 4.50%, 02/15/48

    500       519,690  

New York City Housing Development Corp., RB, M/F Housing

   

Series B1, 5.25%, 07/01/32

    735       829,337  

Series B1, 5.00%, 07/01/33

    250       280,778  

New York State Housing Finance Agency, RB,
Series P, 3.15%, 11/01/54

    170       174,935  

New York State Housing Finance Agency, RB M/F Housing
Series E, (FNMA, SONYMA)4.15%, 11/01/47

    165       179,068  

Series A, AMT, (SONYMA), 5.00%, 02/15/39

    460       461,159  

State of New York Mortgage Agency, Refunding RB, S/F Housing, Series 213, 4.20%, 10/01/43

    405       449,890  
   

 

 

 
      2,894,857  
State — 9.4%            

New York City Transitional Finance Authority Building Aid Revenue, RB, Sub-Series S-1B, 4.00%, 07/15/42

    500       578,020  

New York City Transitional Finance Authority Building Aid Revenue, Refunding RB, Series S-3, 4.00%, 07/15/38

    1,240       1,427,711  

New York State Dormitory Authority, RB Series B, 5.00%, 03/15/39

    140       169,949  

Series C, 4.00%, 03/15/45

    310       346,670  

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

    370       451,500  

Series E, 5.00%, 03/15/41

    265       328,571  

New York State Urban Development Corp., RB Series A, 4.00%, 03/15/49

    560       650,703  

Series C, 5.00%, 03/15/30

    250       277,572  
   

 

 

 
      4,230,696  
Tobacco — 3.6%            

New York State Urban Development Corp., RB Series A, 4.00%, 03/15/49 RB, 4.75%, 06/01/39

    75       72,048  

New York Counties Tobacco Trust IV, Refunding RB, Series A, 6.25%, 06/01/41(a)

    200       200,698  

New York Counties Tobacco Trust VI, Refunding RB Series A-2, 5.00%, 06/01/51

    340       344,910  

Series C, 4.00%, 06/01/51

    400       354,160  

Niagara Tobacco Asset Securitization Corp., Refunding RB, 5.25%, 05/15/40

    170       174,916  
    
Security
  Par
(000)
    Value  
Tobacco (continued)            

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

  $ 240     $ 240,986  

Series C, 5.13%, 06/01/51

    200       204,668  
   

 

 

 
      1,592,386  
Transportation — 23.5%            

Albany County Airport Authority, Refunding RB 4.00%, 12/15/34

    235       251,824  

Series B, AMT, 4.00%, 12/15/35

    120       128,110  

Buffalo & Fort Erie Public Bridge Authority, RB, 5.00%, 01/01/47

    120       138,446  

Hudson Yards Infrastructure Corp., Refunding RB Series A, 5.00%, 02/15/39

    275       327,907  

Series A, 5.00%, 02/15/42

    125       147,706  

Metropolitan Transportation Authority, RB, Series D, 5.25%, 11/15/21(e)

    1,000       1,060,820  

Metropolitan Transportation Authority, Refunding RB Series D, 5.25%, 11/15/23(e)

    670       777,287  

Series F, 5.00%, 11/15/30

    500       518,790  

Sub-Series B-2, 4.00%, 11/15/34

    200       220,764  

MTA Hudson Rail Yards Trust Obligations, Refunding RB, Series A, 5.00%, 11/15/56

    450       497,007  

New York State Thruway Authority Highway & Bridge Trust Fund, Refunding RB, Series A, 5.00%, 04/01/32

    1,000       1,067,330  

New York State Thruway Authority, Refunding RB Series I, 5.00%, 01/01/22(e)

    580       617,074  

Series J, 5.00%, 01/01/41

    250       280,038  

Series B, Subordinate, 4.00%, 01/01/45

    1,500       1,707,645  

New York Transportation Development Corp., RB Series A, AMT, (AGM), 4.00%, 07/01/41

   

Series A, AMT, 5.25%, 01/01/50

    165       178,382  

Port Authority of New York & New Jersey, RB Series 8, 6.00%, 12/01/42

    500       505,315  

Series 220, AMT, 4.00%, 11/01/59

    380       420,561  

Port Authority of New York & New Jersey, Refunding RB Series 179, 5.00%, 12/01/38

    150       167,952  

Consolidated, 206th Series, AMT, 5.00%, 11/15/42

    225       267,455  

Series 178, AMT, 5.00%, 12/01/32

    270       303,021  

Series 195th, AMT, 5.00%, 04/01/36

    250       294,795  

Triborough Bridge & Tunnel Authority, RB, Series B, 5.00%, 11/15/40

    140       163,964  

Triborough Bridge & Tunnel Authority, Refunding RB Series A, 5.25%, 11/15/45

    275       321,249  

Series B, 5.00%, 11/15/38

    50       60,433  
   

 

 

 
      10,581,036  
Utilities — 10.2%            

Long Island Power Authority, RB 5.00%, 09/01/36 5.00%, 09/01/38

    625       780,819  

5.00%, 09/01/47

    110       131,516  

Series A, (AGM), 5.00%, 05/01/21(e)

    225       232,040  

Series C, (AGC), 5.25%, 09/01/29

    500       675,895  

Long Island Power Authority, Refunding RB, Series B, 5.00%, 09/01/46

    75       88,936  

New York City Water & Sewer System, RB, Series DD, 5.25%, 06/15/47

    120       147,701  
 

 

 

40  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Bond Trust (BQH)

(Percentages shown are based on Net Assets)

 

    
Security
  Par
(000)
    Value  
Utilities (continued)            

New York City Water & Sewer System, Refunding RB, Series HH, 5.00%, 06/15/39

  $ 250     $ 294,945  

New York Power Authority, Refunding RB, Series A, 5.00%, 11/15/38

    600       631,074  

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

    210       260,662  

Utility Debt Securitization Authority, Refunding RB, Series TE, 5.00%, 12/15/41

    1,115       1,259,080  
   

 

 

 
      4,601,566  
   

 

 

 

Total Municipal Bonds in New York

      54,797,315  
Puerto Rico — 6.7%            
State — 4.6%            

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

   

Series A-1, Restructured, 4.75%, 07/01/53

    284       297,268  

Series A-1, Restructured, 5.00%, 07/01/58

    1,145       1,219,036  

Series A-2, Restructured, 4.33%, 07/01/40

    108       112,423  

Series A-2, Restructured, 4.78%, 07/01/58

    232       244,270  

Puerto Rico Sales Tax Financing Corp. Sales Tax

   

Revenue, RB, CAB, Series A-1, Restructured, 0.00%, 07/01/46(d)

    660       188,344  
   

 

 

 
      2,061,341  
Tobacco — 0.5%            

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

    225       225,162  
Utilities — 1.6%            

Puerto Rico Commonwealth Aqueduct & Sewer Authority, RB

   

Series A, Senior Lien, 5.00%, 07/01/33

    355       364,191  

Series A, Senior Lien, 5.13%, 07/01/37

    100       102,683  

Puerto Rico Commonwealth Aqueduct & Sewer Authority,

   

Refunding RB, Series A, Senior Lien, 6.00%, 07/01/38

    235       235,898  
   

 

 

 
      702,772  
   

 

 

 

Total Municipal Bonds in Puerto Rico

      2,989,275  
   

 

 

 

Total Municipal Bonds — 128.6%
(Cost: $51,844,977)

      57,786,590  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(f)

   
New York—42.7%            
County/City/Special District/School District — 5.3%            

City of New York, GO
Sub-Series I-1, 5.00%, 03/01/36

    250       282,620  
    
Security
  Par
(000)
    Value  
County/City/Special District/School District (continued)            

City of New York, GO (continued)
Sub-Series-D1, Series D, 5.00%, 12/01/43(g)

  $ 1,010     $ 1,228,019  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB, Sub-Series D-1, 5.00%, 11/01/38

    825       864,938  
   

 

 

 
      2,375,577  
Housing — 1.6%            

New York City Housing Development Corp., Refunding RB, Series A, 4.25%, 11/01/43

    640       710,227  
Other — 4.7%            

Hudson Yards Infrastructure Corp., RB (g)
5.75%, 02/15/21(e)

    433       443,501  

5.75%, 02/15/47

    267       272,828  

New York Liberty Development Corp., Refunding RB,
Class 1, 5.00%, 09/15/40

    1,050       1,118,029  

Sales Tax Asset Receivable Corp., Refunding RB,
Series A, 5.00%, 10/15/31

    255       300,890  
   

 

 

 
      2,135,248  
State — 3.8%            

New York State Urban Development Corp., RB, Series A, 4.00%, 03/15/47

    1,497       1,693,727  
   

 

 

 
Transportation — 15.9%            

New York Liberty Development Corp., RB, 5.25%, 12/15/43

    630       662,093  

New York State Thruway Authority, Refunding RB Series A, 5.00%, 03/15/31

    600       627,570  

Series B, Subordinate, 4.00%, 01/01/53(g)

    1,156       1,309,127  

Port Authority of New York & New Jersey, RB, AMT, Series 221, 4.00%, 07/15/60

    479       534,515  

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

    360       420,595  

Consolidated, Series 211, 5.00%, 09/01/48

    960       1,162,349  

Triborough Bridge & Tunnel Authority, RB, Series A, 4.00%, 11/15/54(g)

    1,606       1,843,830  

Triborough Bridge & Tunnel Authority, Refunding RB, Series A, 5.00%, 11/15/46

    500       584,930  
   

 

 

 
      7,145,009  
Utilities — 11.4%            

New York City Water & Sewer System, Refunding RB

   

Fiscal 2011, Series HH, 5.00%, 06/15/32

    990       1,025,789  

Fiscal 2012, Series BB, 5.00%, 06/15/44

    1,500       1,577,825  

New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/60

    872       1,011,237  
 

 

 

SCHEDULE OF INVESTMENTS

  41


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Bond Trust (BQH)

(Percentages shown are based on Net Assets)

 

    
Security
  Par
(000)
    Value  
Utilities (continued)            

Utility Debt Securitization Authority, Refunding RB

   

Series A, Restructured, 5.00%, 12/15/35

  $ 1,000     $ 1,216,580  

Series B, Restructured, 4.00%, 12/15/35

    280       321,843  
   

 

 

 
      5,153,274  
   

 

 

 

Total Municipal Bonds in New York

      19,213,062  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option BondTrusts — 42.7%
(Cost: $18,149,772)

      19,213,062  
   

 

 

 

Total Long-Term Investments — 171.3%
(Cost: $69,994,749)

      76,999,652  
   

 

 

 
     Shares         
Short-Term Securities            
Money Market Funds — 0.7%            

BlackRock Liquidity Funds New York Money Fund Portfolio, 0.01%(h)(i)

    329,586       329,619  
   

 

 

 

Total Short-Term Securities — 0.7%
(Cost: $329,619)

      329,619  
   

 

 

 

Total Investments — 172.0%
(Cost: $70,324,368)

      77,329,271  

Other Assets Less Liabilities — 0.6%

 

    271,080  

Liability for TOB Trust Certificates, Including Interest Expense and

 

 

Fees Payable — (23.6)%

 

    (10,613,372

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (49.0)%

 

    (22,033,235
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $ 44,953,744  
   

 

 

 
(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) 

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.

(c) 

When-issued security.

(d) 

Zero-coupon bond.

(e) 

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.

(f) 

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.

(g) 

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 December 1, 2026 to February 15, 2047, is $2,808,405. See Note 4 of the Notes to Financial Statements for details.

(h) 

Affiliate of the Trust.

(i) 

Annualized 7-day yield as of period end.

 

Affiliates

Investments in issuers considered to be an affiliate of the Trust during the year ended August 31, 2020, for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

 

Affiliated Issuer   

Value at

08/31/19

     Purchases
at Cost
     Proceeds
from
Sales
     Net
Realized
Gain
(Loss)
    

Change in

Unrealized

Appreciation

(Depreciation)

    

Value at

08/31/20

    

Shares

Held at

08/31/20

     Income     

Capital Gain

Distributions from

Underlying Funds

 

BlackRock Liquidity Funds New York Money Fund Portfolio

   $ 64,451      $ 265,143 (a)     $      $ 25      $      $ 329,619        329,586      $ 5,641      $  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 

 

  (a)

Represents net amount purchased (sold).

 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications 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 sub-classifications for reporting ease.

 

 

42  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Bond Trust (BQH)

 

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended August 31, 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

   $      $      $      $      $ (475,760    $      $ (475,760
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                    

Futures contracts

   $      $      $      $      $ 7,623      $      $ 7,623  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts

        

Average notional value of contracts — long

   $ (a)  

Average notional value of contracts — short

   $ 1,884,301  

 

  (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 financial instruments. For description of the input levels and information about the Trust’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Trust’s investments categorized in the disclosure hierarchy. The breakdown of the Trust’s investments into major categories is disclosed in the Schedule of Investments above.

 

     Level 1      Level 2      Level 3      Total  

Assets

          

Investments

          

Long-Term Investments

          

Municipal Bonds

  $      $ 57,786,590      $      $ 57,786,590  

Municipal Bonds Transferred to Tender Option Bond Trusts

           19,213,062               19,213,062  

Short-Term Securities

          

Money Market Funds

    329,619                      329,619  
 

 

 

    

 

 

    

 

 

    

 

 

 
  $ 329,619      $ 76,999,652      $      $ 77,329,271  
 

 

 

    

 

 

    

 

 

    

 

 

 

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

  $      $ (10,600,472   $      $ (10,600,472

VRDP Shares at Liquidation Value

           (22,100,000            (22,100,000
 

 

 

    

 

 

   

 

 

    

 

 

 
  $      $ (32,700,472   $      $ (32,700,472
 

 

 

    

 

 

   

 

 

    

 

 

 

See notes to financial statements.

 

 

SCHEDULE OF INVESTMENTS

  43


Schedule of Investments  

August 31, 2020

  

BlackRock New York Municipal Income Quality Trust (BSE)

(Percentages shown are based on Net Assets)

 

    
Security
  Par
(000)
    Value  

Municipal Bonds

 

New York — 113.2%  
Corporate — 0.5%  

New York Liberty Development Corp., Refunding RB, 5.25%, 10/01/35

  $ 355     $ 492,161  
   

 

 

 
County/City/Special District/School District — 24.1%  

City of New York, GO

   

Series A-1, 5.00%, 08/01/21(a)

    200       208,800  

Sub-Series D-1, 5.00%, 08/01/31

    440       492,378  

Sub-Series F-1, 5.00%, 04/01/43

    930       1,117,572  

Sub-Series G-1, 5.00%, 04/01/29

    1,000       1,068,890  

City of New York, Refunding GO, Series E, 5.00%, 08/01/30

    1,000       1,101,650  

County of Nassau New York, GO

   

Series B, (AGM), 5.00%, 07/01/45

    500       608,235  

Series C, 5.00%, 10/01/29

    500       617,615  

Series C, 5.00%, 10/01/31

    475       582,027  

Erie County Industrial Development Agency, RB, Series A, 5.25%, 05/01/31

    200       206,256  

Erie County Industrial Development Agency, Refunding RB, Series A, 5.00%, 05/01/28

    565       687,972  

Hudson Yards Infrastructure Corp., RB
5.75%, 02/15/21(a)

    615       630,227  

5.75%, 02/15/47

    385       393,193  

New York City Industrial Development Agency, RB, (AGC), 6.38%, 01/01/39

    150       150,621  

New York City Industrial Development Agency, RB, CAB, (AGC), 0.00%, 03/01/39(b)

    1,000       591,990  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB

   

Series A-2, 5.00%, 08/01/38

    930       1,129,457  

Series A-3, 4.00%, 08/01/43

    570       635,037  

Series B1, 5.00%, 11/01/35

    425       486,612  

Series C-3, 5.00%, 05/01/41

    775       944,810  

Sub-Series E-1, 5.00%, 02/01/39

    555       665,112  

Sub-Series E-1, 5.00%, 02/01/43

    845       1,002,660  

New York City Trust for Cultural Resources, Refunding RB, Series A, 5.00%, 08/01/23(a)

    410       466,970  

New York Convention Center Development Corp., RB, CAB(b)

   

Series A, Senior Lien, 0.00%, 11/15/47

    3,000       1,312,200  

Series B, Sub-Lien, (AGM), 0.00%, 11/15/55

    1,000       298,560  

New York Convention Center Development Corp.,

   

Refunding RB

   

5.00%, 11/15/40

    1,335       1,469,368  

5.00%, 11/15/45

    1,250       1,376,787  

New York Liberty Development Corp.,
Refunding RB

   

5.00%, 11/15/31

    1,000       1,047,970  

5.00%, 11/15/44

    1,250       1,309,600  

5.75%, 11/15/51

    545       574,915  

Class 1, 4.00%, 09/15/35

    1,100       1,157,596  

Class 1, 5.00%, 11/15/44(c)

    1,115       1,167,539  
   

 

 

 
      23,502,619  
Education — 27.8%            

Albany Capital Resource Corp., Refunding RB
Series A, 5.00%, 12/01/33

    175       193,791  

Series A, 4.00%, 12/01/34

    130       136,760  

Build NYC Resource Corp., Refunding RB
5.00%, 06/01/33

    300       338,880  

5.00%, 06/01/35

    350       392,556  
    
Security
  Par
(000)
    Value  
Education (continued)            

Build NYC Resource Corp., Refunding RB (continued)
5.00%, 06/01/40

  $ 690     $ 781,770  

5.00%, 08/01/47

    135       154,051  

5.00%, 11/01/47

    515       832,297  

Series A, 5.00%, 06/01/38

    250       288,012  

Dobbs Ferry Local Development Corp., RB 5.00%, 07/01/39

    1,000       1,140,470  

5.00%, 07/01/44

    500       566,240  

Dutchess County Local Development Corp., RB 5.00%, 07/01/43

    115       138,886  

5.00%, 07/01/48

    175       209,766  

Dutchess County Local Development Corp., Refunding RB 5.00%, 07/01/42

    195       233,345  

4.00%, 07/01/46

    375       415,384  

Hempstead Town Local Development Corp., Refunding RB 5.00%, 10/01/34

    310       351,208  

5.00%, 10/01/35

    310       349,212  

5.00%, 07/01/47

    100       118,162  

Madison County Capital Resource Corp., Refunding RB,
Series A, 4.50%, 07/01/23(a)

    1,500       1,681,395  

Monroe County Industrial Development Corp., RB,
Series A, 5.00%, 07/01/21(a)

    500       519,995  

Monroe County Industrial Development Corp., Refunding RB,
Series A, 5.00%, 07/01/23(a)

    400       454,012  

New York City Trust for Cultural Resources, Refunding RB
Series A, 5.00%, 07/01/37

    440       508,064  

Series A, 5.00%, 07/01/41

    500       574,200  

New York State Dormitory Authority, RB
(AGM), 5.75%, 05/01/21(a)

    300       311,091  

Series A, 5.00%, 07/01/21(a)

    1,500       1,559,550  

Series A, 5.00%, 07/01/43

    415       495,074  

Series B, 5.00%, 07/01/22(a)

    500       543,870  

New York State Dormitory Authority, Refunding RB
5.00%, 07/01/44

    640       724,717  

Series A, 5.00%, 07/01/22(a)

    1,195       1,299,849  

Series A, 5.25%, 07/01/23(a)

    2,100       2,398,368  

Series A, 5.00%, 07/01/35

    1,380       1,577,754  

Series A, 5.00%, 07/01/38

    255       303,264  

Series A, 5.00%, 07/01/43

    2,960       3,418,090  

Series A, 5.00%, 07/01/44

    500       566,240  

Onondaga County Trust for Cultural Resources, Refunding RB, 5.00%, 05/01/40

    445       484,779  

Orange County Funding Corp., Refunding RB
Series A, 5.00%, 07/01/37

    180       189,171  

Series A, 5.00%, 07/01/42

    115       120,510  

Schenectady County Capital Resource Corp., Refunding RB, 5.00%, 07/01/32

    500       537,620  

Troy Capital Resource Corp., Refunding RB
4.00%, 08/01/35

    230       246,072  

4.00%, 09/01/40

    335       369,451  

Series A, 5.13%, 09/01/40

    1,645       1,645,000  
   

 

 

 
      27,168,926  
Health — 10.4%            

Buffalo & Erie County Industrial Land Development Corp., RB, 5.25%, 07/01/35

    500       574,725  

Dutchess County Local Development Corp., RB, Series B, 4.00%, 07/01/41

    550       593,604  

Monroe County Industrial Development Corp., RB 4.00%, 12/01/41

    200       216,330  

5.00%, 12/01/46

    320       367,658  
 

 

 

44  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Income Quality Trust (BSE)

(Percentages shown are based on Net Assets)

 

    
Security
  Par
(000)
    Value  
Health (continued)            

Monroe County Industrial Development Corp.,
RB (continued)

   

Series A, 5.00%, 12/01/37

  $ 850     $ 919,759  

Monroe County Industrial Development Corp., Refunding RB, (FHA), 5.50%, 08/15/40

    725       740,203  

New York State Dormitory Authority, RB, Series D, 4.25%, 05/01/39

    500       524,630  

New York State Dormitory Authority, Refunding RB
4.00%, 07/01/38

    230       254,067  

4.00%, 07/01/39

    300       330,195  

Series A, 5.00%, 05/01/21(a)

    1,500       1,547,986  

Series A, 5.25%, 05/01/21(a)

    1,640       1,692,330  

Series A, 5.00%, 05/01/43

    1,140       1,284,164  

Suffolk County Economic Development Corp., RB, Series C, 5.00%, 07/01/32

    150       171,711  

Westchester County Healthcare Corp., Refunding RB, Series A, Senior Lien, 5.00%, 11/01/21(a)

    895       922,154  
   

 

 

 
      10,139,516  
Housing — 5.4%  

New York City Housing Development Corp., Series 2014-8SPR, Class F, 4.50%, 02/15/48

    500       519,690  

New York City Housing Development Corp., RB, M/F Housing

   

Series B1, 5.25%, 07/01/30

    750       847,702  

Series B1, 5.25%, 07/01/32

    915       1,032,440  

Series B1, 5.00%, 07/01/33

    400       449,244  

New York City Housing Development Corp., Refunding RB,

   

M/F Housing, Series B-1-A, 3.65%, 11/01/49

    565       599,601  

New York State Housing Finance Agency, RB, Series P, 3.15%, 11/01/54

    370       380,741  

New York State Housing Finance Agency, RB, M/F Housing Series B, (FHLMC, FNMA, GNMA, SONYMA), 4.00%, 11/01/42

    110       119,092  

Series E, (FNMA, SONYMA), 4.15%, 11/01/47

    330       358,136  

State of New York Mortgage Agency, Refunding RB, S/F Housing, Series 213, 4.20%, 10/01/43

    880       977,539  
   

 

 

 
      5,284,185  
State — 12.6%  

New York City Transitional Finance Authority Building Aid Revenue, Refunding RB, Series S-3, 4.00%, 07/15/38

    1,160       1,335,601  

New York State Dormitory Authority, RB

   

Series A, 5.00%, 03/15/39

    760       937,802  

Series A, 5.00%, 02/15/42

    500       595,595  

Series A, 5.00%, 03/15/43

    265       323,425  

Series B, 5.00%, 03/15/37

    1,000       1,062,930  

Series B, 5.00%, 03/15/38

    560       680,417  

Series B, 5.00%, 03/15/39

    90       109,253  

Series B, 5.00%, 03/15/42

    1,400       1,482,390  

Series C, 4.00%, 03/15/45

    670       749,254  

New York State Dormitory Authority, Refunding RB

   

Series A, 5.25%, 03/15/39

    1,000       1,253,950  

Series E, 5.00%, 03/15/41

    570       706,737  

New York State Urban Development Corp., RB

   

Series A, 4.00%, 03/15/49

    1,195       1,388,554  

Series C, 5.00%, 03/15/30

    500       555,145  

Series C, 5.00%, 03/15/32

    1,000       1,107,590  
   

 

 

 
      12,288,643  
    
Security
  Par
(000)
    Value  
Tobacco — 2.7%            

Chautauqua Tobacco Asset Securitization Corp., Refunding RB, 5.00%, 06/01/48

  $ 500     $ 471,590  

New York Counties Tobacco Trust VI, Refunding RB

   

Series A-2, 5.00%, 06/01/45

    300       304,548  

Series A-2, 5.00%, 06/01/51

    270       273,899  

Niagara Tobacco Asset Securitization Corp., Refunding RB, 5.25%, 05/15/40

    290       298,387  

TSASC Inc, Refunding RB, Series A, 5.00%, 06/01/41

    910       1,019,555  

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

    270       271,109  
   

 

 

 
      2,639,088  
Transportation — 17.7%            

Buffalo & Fort Erie Public Bridge Authority, RB, 5.00%, 01/01/47

    265       305,736  

Hudson Yards Infrastructure Corp., Refunding RB
Series A, 5.00%, 02/15/39

    595       709,472  

Series A, 5.00%, 02/15/42

    465       549,467  

Metropolitan Transportation Authority, RB
Series A, 5.00%, 11/15/21(a)

    575       608,247  

Series A-1, 5.25%, 11/15/23(a)

    270       313,235  

Series D, 5.25%, 11/15/21(a)

    2,000       2,121,640  

Series E, 5.00%, 11/15/38

    650       674,772  

Metropolitan Transportation Authority, Refunding RB Series D, 5.25%, 11/15/23(a)

    750       870,097  

Sub-Series B-1, 5.00%, 11/15/31

    750       834,847  

Sub-Series B-1, 5.00%, 11/15/51

    480       542,117  

Sub-Series B-2, 4.00%, 11/15/34

    500       551,910  

Sub-Series C-1, 5.00%, 11/15/34

    1,020       1,090,880  

MTA Hudson Rail Yards Trust Obligations, Refunding RB, Series A, 5.00%, 11/15/56

    1,345       1,485,499  

New York State Thruway Authority Highway & Bridge Trust Fund, Refunding RB, Series A, 5.00%, 04/01/32

    250       266,833  

New York State Thruway Authority, RB

   

Series A, Junior Lien, 5.00%, 01/01/41

    365       422,593  

Series A, Junior Lien, 5.25%, 01/01/56

    210       244,091  

New York State Thruway Authority, Refunding RB
Series I, 5.00%, 01/01/22(a)

    1,750       1,861,860  

Series K, 5.00%, 01/01/32

    750       877,642  

Series L, 5.00%, 01/01/33

    90       111,847  

Series L, 5.00%, 01/01/34

    140       173,316  

Series L, 5.00%, 01/01/35

    170       209,596  

Port Authority of New York & New Jersey, Refunding RB, Series 179, 5.00%, 12/01/38

    245       274,322  

Triborough Bridge & Tunnel Authority, RB, Series B, 5.00%, 11/15/40

    280       327,928  

Triborough Bridge & Tunnel Authority, Refunding RB

   

Series A, 5.00%, 11/15/29

    810       897,909  

Series A, 5.25%, 11/15/45

    370       432,227  

Triborough Bridge & Tunnel Authority, Refunding RB, CAB,

   

Series B, 0.00%, 11/15/32(b)

    635       493,782  
   

 

 

 
      17,251,865  
Utilities — 12.0%            

Albany Municipal Water Finance Authority, Refunding RB,
Series A, 5.00%, 12/01/33

    1,000       1,056,580  

Long Island Power Authority, RB
5.00%, 09/01/38

    625       780,819  

5.00%, 09/01/42

    290       350,865  

5.00%, 09/01/47

    950       1,135,820  

Series A, (AGM), 5.00%, 05/01/21(a)

    500       515,645  

Series C, (AGC), 5.25%, 09/01/29

    1,000       1,351,790  
 

 

 

SCHEDULE OF INVESTMENTS

  45


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Income Quality Trust (BSE)

(Percentages shown are based on Net Assets)

 

    
Security
  Par
(000)
    Value  
Utilities (continued)            

Long Island Power Authority, Refunding RB, Series B, 5.00%, 09/01/46

  $ 140     $ 166,013  

New York City Water & Sewer System, Refunding RB

   

Series EE, 5.00%, 06/15/40

    700       875,875  

Series HH, 5.00%, 06/15/39

    1,000       1,179,780  

Sub-Series FF-2, 4.00%, 06/15/41

    455       541,496  

New York Power Authority, Refunding RB, Series A, 5.00%, 11/15/38

    1,000       1,051,790  

New York State Environmental Facilities Corp., RB

   

Series B, 5.00%, 09/15/40

    635       750,297  

Series B, 5.00%, 06/15/48

    460       570,975  

Utility Debt Securitization Authority, Refunding RB,

   

Series TE, 5.00%, 12/15/41

    1,000       1,129,220  

Western Nassau County Water Authority, RB, Series A, 5.00%, 04/01/40

    250       291,580  
   

 

 

 
      11,748,545  
   

 

 

 

Total Municipal Bonds in New York

      110,515,548  
Puerto Rico — 4.5%            
State — 4.5%            

Puerto Rico Sales Tax Financing Corp. Sales Tax

   

Revenue, RB

   

Series A-1, Restructured, 4.75%, 07/01/53

    126       131,887  

Series A-1, Restructured, 5.00%, 07/01/58

    1,071       1,140,251  

Series A-2, Restructured, 4.33%, 07/01/40

    2,162       2,250,534  

Series A-2, Restructured, 4.78%, 07/01/58

    81       85,284  

Series B-1, Restructured, 4.75%, 07/01/53

    130       136,362  

Series B-2, Restructured, 4.78%, 07/01/58

    126       132,384  

Puerto Rico Sales Tax Financing Corp. Sales Tax

   

Revenue, RB, CAB, Series A-1, Restructured, 0.00%, 07/01/46(b)

    1,816       518,232  
   

 

 

 

Total Municipal Bonds in Puerto Rico

      4,394,934  
   

 

 

 

Total Municipal Bonds — 117.7%
(Cost: $106,077,200)

      114,910,482  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(d)

   
New York — 47.5%            
County/City/Special District/School District — 7.1%            

City of New York, GO, Sub-Series I-1, 5.00%, 03/01/36

    250       282,620  

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

    1,790       1,953,463  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB, Sub-Series D-1, 5.00%, 11/01/38

    2,475       2,594,815  

New York State Dormitory Authority, RB, Series A, 5.00%, 07/01/21(a)

    1,999       2,079,087  
   

 

 

 
      6,909,985  
Education — 0.8%            

New York State Dormitory Authority, RB, Series C, 5.00%, 03/15/41

    750       766,215  
   

 

 

 
    
Security
  Par
(000)
    Value  
Housing — 1.6%            

New York City Housing Development Corp., Refunding RB, Series A, 4.25%, 11/01/43

  $ 1,400     $ 1,553,622  
   

 

 

 
Other — 5.3%            

Hudson Yards Infrastructure Corp., RB (e)
5.75%, 02/15/21(a)

    1,114       1,140,430  

5.75%, 02/15/47

    686       701,558  

New York Liberty Development Corp., Refunding RB,

   

Class 1, 5.00%, 09/15/40

    2,085       2,220,087  

Sales Tax Asset Receivable Corp., Refunding RB,

   

Series A, 5.00%, 10/15/31

    990       1,168,161  
   

 

 

 
      5,230,236  
State — 4.2%            

New York State Dormitory Authority, RB, Series A, 5.00%, 03/15/32

    1,000       1,265,400  

New York State Urban Development Corp., RB, Series A, 4.00%, 03/15/47

    1,003       1,134,797  

Sales Tax Asset Receivable Corp., Refunding RB,

   

Series A, 4.00%, 10/15/32

    1,500       1,692,345  
   

 

 

 
      4,092,542  
Transportation — 15.9%            

New York Liberty Development Corp., RB, 5.25%, 12/15/43

    3,495       3,673,038  

New York State Thruway Authority, Refunding RB

   

Series A, 5.00%, 03/15/31

    800       836,760  

Series B, Subordinate, 4.00%, 01/01/53(e)

    2,477       2,805,273  

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

    735       858,715  

Consolidated, Series 211, 5.00%, 09/01/48

    1,900       2,300,482  

Triborough Bridge & Tunnel Authority, RB, Series A, 4.00%, 11/15/54(e)

    1,606       1,843,830  

Triborough Bridge & Tunnel Authority, Refunding RB

   

Series A, 5.00%, 11/15/46

    1,000       1,169,860  

Series C-2, 5.00%, 11/15/42

    1,665       2,014,800  
   

 

 

 
      15,502,758  
Utilities — 12.6%            

New York City Water & Sewer System, Refunding RB

   

Fiscal 2011, Series HH, 5.00%, 06/15/32

    2,249       2,330,098  

Fiscal 2012, Series BB, 5.00%, 06/15/44

    2,011       2,114,286  

New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/60

    1,860       2,156,577  

Utility Debt Securitization Authority, Refunding RB

   

Series A, Restructured, 5.00%, 12/15/35

    1,000       1,216,580  
 

 

 

46  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Income Quality Trust (BSE)

(Percentages shown are based on Net Assets)

 

    
Security
  Par
(000)
    Value  
Utilities (continued)            

Utility Debt Securitization Authority, Refunding RB (continued)

   

Series B, Restructured, 4.00%, 12/15/35

  $ 280     $ 321,843  

Series TE, Restructured, 5.00%, 12/15/41

    3,719       4,199,431  
   

 

 

 
      12,338,815  
   

 

 

 

Total Municipal Bonds in New York

      46,394,173  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 47.5%

   

(Cost: $43,767,549)

      46,394,173  

Total Long-Term Investments — 165.2%

   

(Cost: $149,844,749)

      161,304,655  
     Shares         
Short-Term Securities            
Money Market Funds — 1.0%            

BlackRock Liquidity Funds New York Money Fund Portfolio, 0.01%(f)(g)

    972,651       972,748  
   

 

 

 

Total Short-Term Securities — 1.0%
(Cost: $972,748)

      972,748  
   

 

 

 

Total Investments — 166.2%
(Cost: $150,817,497)

      162,277,403  

Other Assets Less Liabilities — 1.4%

      1,296,103  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (26.2)%

      (25,539,027

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (41.4)%

      (40,402,656
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

    $ 97,631,823  
 

 

 

 
(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) 

Zero-coupon bond.

(c) 

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.

(d) 

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.

(e) 

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 July 1, 2027 to February 15, 2047, is $3,762,111. See Note 4 of the Notes to Financial Statements for details.

(f) 

Affiliate of the Trust.

(g) 

Annualized 7-day yield as of period end.

 

Affiliates

Investments in issuers considered to be an affiliate of the Trust during the year ended August 31, 2020, for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

 

Affiliated Issuer

  

Value at

08/31/19

     Purchases
at Cost
    

Proceeds

from Sales

    

Net Realized

Gain (Loss)

    

Change in

Unrealized

Appreciation

(Depreciation)

    

Value at

08/31/20

    

Shares

Held at

08/31/20

    

Income

    

Capital Gain

Distributions from

Underlying Funds

 

BlackRock Liquidity Funds New York Money Fund Portfolio

   $      $ 972,766 (a)     $      $ (18    $      $ 972,748        972,651      $ 855      $  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a)

Represents net amount purchased (sold).

 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications 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 sub-classifications for reporting ease.

 

 

SCHEDULE OF INVESTMENTS

  47


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Income Quality Trust (BSE)

 

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended August 31, 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

   $      $      $      $      $ (862,370    $      $ (862,370
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                    

Futures contracts

   $      $      $      $      $ 13,524      $      $ 13,524  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts

        

Average notional value of contracts — long

   $ —   (a)  

Average notional value of contracts — short

   $ 4,195,965  

 

  (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 financial instruments. For description of the input levels and information about the Trust’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Trust’s investments categorized in the disclosure hierarchy. The breakdown of the Trust’s investments into major categories is disclosed in the Schedule of Investments above.

 

      Level 1        Level 2        Level 3        Total  

Assets

                 

Investments

                 

Long-Term Investments

                 

Municipal Bonds

   $        $ 114,910,482        $        $ 114,910,482  

Municipal Bonds Transferred to Tender Option Bond Trusts

              46,394,173                   46,394,173  

Short-Term Securities

                 

Money Market Funds

     972,748                            972,748  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 972,748        $ 161,304,655        $        $ 162,277,403  
  

 

 

      

 

 

      

 

 

      

 

 

 

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

   $        $ (25,513,190      $        $ (25,513,190

VRDP Shares at Liquidation Value

              (40,500,000                 (40,500,000
  

 

 

      

 

 

      

 

 

      

 

 

 
   $        $ (66,013,190      $        $ (66,013,190
  

 

 

      

 

 

      

 

 

      

 

 

 

See notes to financial statements.

 

 

48  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Income Quality Trust II (BFY)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  

Municipal Bonds

 

New York — 135.7%  
Corporate — 4.4%  

Build NYC Resource Corp., Refunding RB, AMT, 5.00%, 01/01/35(a)

  $ 140     $ 146,089  

New York Liberty Development Corp., Refunding RB, 5.25%, 10/01/35

    1,475       2,044,896  

New York State Environmental Facilities Corp., RB, 2.75%, 09/01/50(b)(c)

    250       251,657  

Niagara Area Development Corp., Refunding RB, Series A,

   

AMT, 4.75%, 11/01/42(a)

    940       946,570  
   

 

 

 
      3,389,212  
County/City/Special District/School District — 32.0%  

City of New York, GO, Sub-Series D-1, 5.00%, 08/01/31

    690       772,138  

City of New York, Refunding GO

   

Series E, 5.50%, 08/01/25

    365       416,958  

Series E, 5.00%, 08/01/30

    500       550,825  

City of Syracuse New York, GO, Series A, AMT, (AGM), 4.75%, 11/01/31

    500       518,825  

County of Nassau New York, GO, Series B, (AGM), 5.00%, 07/01/45

    500       608,235  

Haverstraw-Stony Point Central School District, GO, (AGM), 5.00%, 10/15/36

    120       134,270  

Hudson Yards Infrastructure Corp., RB

   

5.75%, 02/15/21(d)

    960       983,770  

5.75%, 02/15/47

    590       602,555  

New York City Industrial Development Agency, RB

   

(AMBAC), 5.00%, 01/01/39

    500       500,630  

(AGC), 6.38%, 01/01/39

    100       100,414  

(AMBAC), 5.00%, 01/01/46

    400       400,380  

(NPFGC), 4.75%, 03/01/46

    400       401,048  

(FGIC), 5.00%, 03/01/46

    500       500,530  

New York City Industrial Development Agency, RB, CAB(e)

   

(AGC), 0.00%, 03/01/35

    500       343,635  

(AGC), 0.00%, 03/01/42

    1,750       925,225  

(AGC), 0.00%, 03/01/45

    500       234,280  

New York City Industrial Development Agency, Refunding RB

   

Series A, AMT, 5.00%, 07/01/22

    350       375,900  

Series A, AMT, 5.00%, 07/01/28

    330       353,869  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB

   

Series A-2, 5.00%, 08/01/38

    195       236,822  

Series A-3, 4.00%, 08/01/43

    465       518,056  

Series C-3, 5.00%, 05/01/41

    1,315       1,603,130  

Series D-1, 5.00%, 11/01/38

    825       864,938  

Sub-Series B-1, 5.00%, 11/01/36

    340       388,603  

Sub-Series E-1, 5.00%, 02/01/39

    460       551,264  

Sub-Series E-1, 5.00%, 02/01/43

    1,030       1,222,177  

New York Convention Center Development Corp., RB,

   

CAB, Series B, Sub-Lien, (AGM), 0.00%, 11/15/55(e)

    1,000       298,560  

New York Convention Center Development Corp., Refunding RB

   

5.00%, 11/15/40

    1,445       1,590,439  

5.00%, 11/15/45

    2,340       2,577,346  

New York Liberty Development Corp., Refunding RB

   

5.00%, 11/15/31

    1,000       1,047,970  

5.00%, 11/15/44

    1,250       1,309,600  

5.75%, 11/15/51

    670       706,776  
Security   Par
(000)
    Value  
County/City/Special District/School District (continued)            

New York Liberty Development Corp., Refunding RB (continued)

   

Class 1, 5.00%, 11/15/44(a)

  $ 980     $ 1,026,178  

Class 2, 5.38%, 11/15/40(a)

    200       212,770  

Class 2, 5.00%, 09/15/43

    1,000       1,058,740  

Class 3, 5.00%, 03/15/44

    690       727,674  
   

 

 

 
      24,664,530  
Education — 21.2%            

Amherst Development Corp., Refunding RB

   

5.00%, 10/01/43

    155       169,665  

5.00%, 10/01/48

    120       131,315  

Buffalo & Erie County Industrial Land Development Corp., Refunding RB

   

5.38%, 04/01/21(d)

    280       288,445  

Series A, 5.00%, 06/01/35

    100       108,392  

Build NYC Resource Corp., RB (a)

   

5.75%, 02/01/49

    255       256,594  

Series A, 5.50%, 05/01/48

    270       273,853  

Build NYC Resource Corp., Refunding RB, Series A, 5.00%, 06/01/38

    250       288,012  

County of Cattaraugus New York, RB, 5.00%, 05/01/39

    125       131,992  

Dutchess County Local Development Corp., RB

   

5.00%, 07/01/43

    95       114,731  

5.00%, 07/01/48

    145       173,806  

Dutchess County Local Development Corp., Refunding RB

   

5.00%, 07/01/42

    165       197,446  

4.00%, 07/01/46

    310       343,384  

Geneva Development Corp., RB, 5.25%, 09/01/44

    400       438,980  

Hempstead Town Local Development Corp., Refunding RB

   

5.00%, 10/01/35

    210       236,563  

4.00%, 07/01/37

    220       247,980  

5.00%, 07/01/47

    100       118,162  

Monroe County Industrial Development Corp., RB,

   

Series A, 5.00%, 07/01/21(d)

    1,000       1,039,990  

Monroe County Industrial Development Corp., Refunding RB, Series A, 5.00%, 07/01/23(d)

    240       272,407  

New York City Trust for Cultural Resources, Refunding RB,

   

Series A, 5.00%, 07/01/37

    440       508,064  

New York State Dormitory Authority, RB

   

(AGM), 5.75%, 05/01/21(d)

    500       518,485  

Series A, 5.00%, 07/01/21(d)

    670       696,793  

Series A, 5.50%, 07/01/21(d)

    150       156,489  

Series A, 5.25%, 01/01/34

    1,200       1,308,144  

Series A, 5.13%, 07/01/39

    35       35,033  

Series C, 5.00%, 03/15/34

    1,000       1,023,440  

New York State Dormitory Authority, Refunding RB 5.00%, 07/01/44

    640       724,717  

Series A, 5.00%, 07/01/22(d)

    300       326,322  

Series A, 5.25%, 07/01/23(d)

    1,920       2,192,794  

Series A, 5.25%, 07/01/29

    200       207,488  

Series A, 5.25%, 07/01/31

    300       311,034  

Series A, 5.00%, 07/01/35

    685       783,160  

Onondaga County Trust for Cultural Resources, Refunding RB, 5.00%, 05/01/40

    265       288,688  

St Lawrence County Industrial Development Agency, RB

   

6.00%, 09/01/34

    150       155,851  

5.38%, 09/01/41

    650       670,013  

Troy Capital Resource Corp., Refunding RB

   

4.00%, 08/01/35

    190       203,277  
 

 

 

SCHEDULE OF INVESTMENTS

  49


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Income Trust II (BFY)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  
Education (continued)  

Troy Capital Resource Corp., Refunding RB (continued) 4.00%, 09/01/40

  $ 270     $ 297,767  

Series A, 5.13%, 09/01/40

    1,000       1,000,000  

Yonkers Economic Development Corp., RB, Series A, 5.00%, 10/15/54

    100       98,743  
   

 

 

 
      16,338,019  
Health — 11.1%            

Genesee County Industrial Development Agency,

   

Refunding RB, 5.00%, 12/01/27

    170       170,651  

Monroe County Industrial Development Corp., RB 4.00%, 12/01/41

    200       216,330  

5.00%, 12/01/46

    320       367,658  

Series A, 5.00%, 12/01/32

    180       195,968  

Series A, 5.00%, 12/01/37

    250       270,518  

Monroe County Industrial Development Corp., Refunding

   

RB, (FHA), 5.50%, 08/15/40

    1,425       1,454,882  

New York State Dormitory Authority, Refunding RB 4.00%, 07/01/38

    190       209,882  

4.00%, 07/01/39

    250       275,163  

Series A, 5.00%, 05/01/21(d)

    1,750       1,805,982  

Series A, 5.00%, 05/01/43

    860       968,756  

Oneida County Local Development Corp., Refunding RB

   

(AGM), 3.00%, 12/01/44

    565       601,685  

(AGM), 4.00%, 12/01/49

    300       340,983  

Suffolk County Economic Development Corp., RB,

   

Series C, 5.00%, 07/01/32

    150       171,711  

Westchester County Healthcare Corp., Refunding RB

   

Series A, Senior Lien, 5.00%, 11/01/21(d)

    895       922,154  

Series B, Senior Lien, 6.00%, 11/01/30

    20       20,120  

Westchester County Local Development Corp., Refunding

   

RB, 5.00%, 01/01/34

    500       515,585  
   

 

 

 
      8,508,028  
Housing — 7.5%  

New York City Housing Development Corp., Series 2014-8SPR, Class F, 4.50%, 02/15/48

    500       519,690  

New York City Housing Development Corp., RB, M/F

   

Housing

   

Series B1, 5.25%, 07/01/32

    915       1,032,440  

Series B1, 5.00%, 07/01/33

    400       449,244  

Series C-1A, 4.20%, 11/01/44

    1,000       1,053,180  

New York State Housing Finance Agency, RB, Series P, 3.15%, 11/01/54

    300       308,709  

New York State Housing Finance Agency, RB, M/F Housing

   

Series E, (FNMA, SONYMA), 4.15%, 11/01/47

    660       716,272  

Series A, AMT, (SONYMA), 5.00%, 02/15/39

    895       897,255  

State of New York Mortgage Agency, Refunding RB, S/F

   

Housing, Series 213, 4.20%, 10/01/43

    715       794,251  
   

 

 

 
      5,771,041  
State — 13.9%  

New York City Transitional Finance Authority Building Aid

   

Revenue, RB, Sub-Series S-1B, 4.00%, 07/15/42

    500       578,020  

New York City Transitional Finance Authority Building Aid

   

Revenue, Refunding RB, Series S-3, 4.00%, 07/15/38

    2,195       2,527,279  

New York State Dormitory Authority, RB

   

Series A, 5.00%, 03/15/36

    545       660,355  

Series A, 5.00%, 02/15/42

    250       297,798  

Series B, 5.00%, 03/15/37

    1,070       1,137,335  

Series B, 5.00%, 03/15/39

    250       303,480  

Series B, 5.00%, 03/15/42

    1,000       1,058,850  
Security   Par
(000)
    Value  
State (continued)            

New York State Dormitory Authority, RB (continued)

   

Series C, 4.00%, 03/15/45

  $ 555     $ 620,651  

New York State Dormitory Authority, Refunding RB

   

Series A, 5.25%, 03/15/39

    1,015       1,272,759  

Series E, 5.00%, 03/15/41

    470       582,748  

New York State Urban Development Corp., RB

   

Series A, 4.00%, 03/15/49

    970       1,127,111  

Series C, 5.00%, 03/15/30

    500       555,145  
 

 

 

 
      10,721,531  
Tobacco — 3.6%            

Chautauqua Tobacco Asset Securitization Corp., Refunding

   

RB, 4.75%, 06/01/39

    250       240,160  

New York Counties Tobacco Trust IV, Refunding RB,

   

Series A, 6.25%, 06/01/41(a)

    400       401,396  

New York Counties Tobacco Trust VI, Refunding RB

   

Series A-2, 5.00%, 06/01/51

    600       608,664  

Series C, 4.00%, 06/01/51

    750       664,050  

Niagara Tobacco Asset Securitization Corp., Refunding RB, 5.25%, 05/15/40

    230       236,652  

Westchester Tobacco Asset Securitization Corp.,

   

Refunding RB

   

Series C, 4.00%, 06/01/42

    275       276,130  

Series C, 5.13%, 06/01/51

    355       363,286  
 

 

 

 
      2,790,338  
Transportation — 27.9%            

Buffalo & Fort Erie Public Bridge Authority, RB, 5.00%, 01/01/47

    215       248,050  

Hudson Yards Infrastructure Corp., Refunding RB

   

Series A, 5.00%, 02/15/39

    475       566,385  

Series A, 5.00%, 02/15/42

    565       667,632  

Metropolitan Transportation Authority, RB

   

Series A-1, 5.25%, 11/15/23(d)

    270       313,235  

Series E, 5.00%, 11/15/38

    1,000       1,038,110  

Metropolitan Transportation Authority, Refunding RB

   

Series A1, 5.25%, 11/15/57

    250       272,927  

Series B, 5.00%, 11/15/37

    500       538,915  

Series F, 5.00%, 11/15/30

    1,500       1,556,370  

Sub-Series B-1, 5.00%, 11/15/31

    750       834,847  

Sub-Series B-2, 4.00%, 11/15/34

    500       551,910  

Sub-Series C-1, 5.00%, 11/15/34

    840       898,372  

MTA Hudson Rail Yards Trust Obligations, Refunding RB,

   

Series A, 5.00%, 11/15/56

    1,120       1,236,995  

New York Liberty Development Corp., RB, 5.25%, 12/15/43

    500       525,485  

New York State Thruway Authority, Refunding RB

   

Series I, 5.00%, 01/01/22(d)

    2,560       2,723,635  

Series J, 5.00%, 01/01/41

    500       560,075  

Series B, Subordinate, 4.00%, 01/01/45

    1,300       1,479,959  

New York Transportation Development Corp., RB

   

Series A, AMT, (AGM), 4.00%, 07/01/41

    300       314,322  

Series A, AMT, 5.00%, 07/01/46

    375       402,191  

Series A, AMT, 5.25%, 01/01/50

    2,270       2,454,097  

Port Authority of New York & New Jersey, RB

   

Series 8, 6.00%, 12/01/42

    1,000       1,010,630  

Series 220, AMT, 4.00%, 11/01/59

    665       735,982  

Port Authority of New York & New Jersey, Refunding RB

   

Series 177th, AMT, 4.00%, 01/15/43

    480       501,173  

Series 178, AMT, 5.00%, 12/01/43

    430       475,322  

Triborough Bridge & Tunnel Authority, RB, Series B, 5.00%, 11/15/40

    240       281,081  
 

 

 

50  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Income Trust II (BFY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Transportation (continued)  

Triborough Bridge & Tunnel Authority, Refunding RB

   

Series A, 5.25%, 11/15/45

  $ 370     $ 432,227  

Series A, 5.00%, 11/15/50

    500       571,840  

Series B, 5.00%, 11/15/38

    210       253,819  
 

 

 

 
      21,445,586  
Utilities — 14.1%            

Long Island Power Authority, RB 5.00%, 09/01/47

    200       239,120  

Series C, (AGC), 5.25%, 09/01/29

    1,000       1,351,790  

Long Island Power Authority, RB, CAB, (AGM), 0.00%, 06/01/28(e)

    3,515       3,190,214  

Long Island Power Authority, Refunding RB, Series B, 5.00%, 09/01/46

    125       148,226  

New York City Water & Sewer System, RB, Series DD, 5.25%, 06/15/47

    245       301,556  

New York City Water & Sewer System, Refunding RB,

   

Series HH, 5.00%, 06/15/39

    1,500       1,769,670  

New York State Environmental Facilities Corp., RB,

   

Series B, 5.00%, 06/15/48

    370       459,262  

New York State Environmental Facilities Corp., Refunding

   

RB, Series B, 5.00%, 06/15/36

    350       362,429  

Utility Debt Securitization Authority, Refunding RB,

   

Series TE, 5.00%, 12/15/41

    2,690       3,037,602  
 

 

 

 
      10,859,869  
 

 

 

 

Total Municipal Bonds in New York

 

    104,488,154  
Puerto Rico — 6.7%            
State — 4.6%            

Puerto Rico Sales Tax Financing Corp. Sales Tax

   

Revenue, RB

   

Series A-1, Restructured, 4.75%, 07/01/53

    459       480,444  

Series A-1, Restructured, 5.00%, 07/01/58

    1,928       2,052,665  

Series A-2, Restructured, 4.33%, 07/01/40

    224       233,173  

Series A-2, Restructured, 4.78%, 07/01/58

    418       440,108  

Puerto Rico Sales Tax Financing Corp. Sales Tax

   

Revenue, RB, CAB, Series A-1, Restructured, 0.00%, 07/01/46(e)

    1,210       345,298  
 

 

 

 
      3,551,688  
Tobacco — 0.5%            

Children’s Trust Fund, Refunding RB, Asset-Backed

   

Bonds, 5.63%, 05/15/43

    400       400,288  
 

 

 

 
Utilities — 1.6%            

Puerto Rico Commonwealth Aqueduct & Sewer Authority,

   

RB

   

Series A, Senior Lien, 5.00%, 07/01/33

    615       630,923  
Security  

Par

(000)

    Value  
Utilities (continued)            

Puerto Rico Commonwealth Aqueduct & Sewer Authority,

   

RB (continued)

   

Series A, Senior Lien, 5.13%, 07/01/37

  $ 175     $ 179,695  

Puerto Rico Commonwealth Aqueduct & Sewer Authority,

   

Refunding RB, Series A, Senior Lien, 6.00%, 07/01/38

    410       411,566  
 

 

 

 
      1,222,184  
 

 

 

 

Total Municipal Bonds in Puerto Rico

 

    5,174,160  
 

 

 

 

Total Municipal Bonds — 142.4%

   

(Cost: $100,953,210)

 

    109,662,314  
 

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(f)

 

New York — 29.8%

   
County/City/Special District/School District — 2.5%            

City of New York, GO

   

Sub-Series I-1, 5.00%, 03/01/36

    500       565,240  

Sub-Series-D1, Series D, 5.00%, 12/01/43(g)

    1,150       1,398,239  
 

 

 

 
      1,963,479  
Education — 2.1%            

New York City Trust for Cultural Resources, Refunding RB,

   

Series A, 5.00%, 08/01/23(d)

    510       581,228  

New York State Dormitory Authority, RB, Series C, 5.00%, 03/15/41

    1,000       1,021,620  
 

 

 

 
      1,602,848  
Housing — 1.6%            

New York City Housing Development Corp., Refunding RB,

   

Series A, 4.25%, 11/01/43

    1,130       1,253,995  
 

 

 

 
Other — 0.4%            

Sales Tax Asset Receivable Corp., Refunding RB,

   

Series A, 5.00%, 10/15/31

    255       300,890  
 

 

 

 
State — 2.0%            

New York State Urban Development Corp., RB, Series A, 4.00%, 03/15/47

    1,003       1,134,797  

Sales Tax Asset Receivable Corp., Refunding RB,

   

Series A, 4.00%, 10/15/32

    350       394,880  
 

 

 

 
      1,529,677  
Transportation — 15.2%            

New York Liberty Development Corp., RB, 5.25%, 12/15/43

    1,995       2,096,626  

New York State Thruway Authority, Refunding RB,

   

Subordinate, Series B, 4.00%, 01/01/53(g)

    2,012       2,278,222  

Port Authority of New York & New Jersey, RB, AMT,

   

Series 221, 4.00%, 07/15/60

    824       918,697  

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

    735       858,715  

Consolidated, 169th Series, AMT, 5.00%, 10/15/26

    1,000       1,048,100  

Consolidated, Series 211, 5.00%, 09/01/48

    960       1,162,349  
 

 

 

SCHEDULE OF INVESTMENTS

  51


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock New York Municipal Income Trust II (BFY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Transportation (continued)            

Triborough Bridge & Tunnel Authority, RB, Series A, 4.00%, 11/15/54(g)

  $ 2,416     $ 2,774,362  

Triborough Bridge & Tunnel Authority, Refunding RB,

   

Series A, 5.00%, 11/15/46

    500       584,930  
 

 

 

 
      11,722,001  
Utilities — 6.0%            

New York City Water & Sewer System, Refunding RB

   

Fiscal 2011, Series HH, 5.00%, 06/15/32

    1,500       1,554,225  

Fiscal 2012, Series BB, 5.00%, 06/15/44

    1,005       1,057,143  

New York Power Authority, Refunding RB, Series A, 4.00%,

   

11/15/60

    1,515       1,756,567  

Utility Debt Securitization Authority, Refunding RB,

   

Restructured, Series B, 4.00%, 12/15/35

    190       218,393  
 

 

 

 
      4,586,328  
 

 

 

 

Total Municipal Bonds in New York

 

    22,959,218  
 

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond

 

 

Trusts — 29.8%

 

 

(Cost: $21,700,935)

 

    22,959,218  
 

 

 

 

Total Long-Term Investments — 172.2%

 

 

(Cost: $122,654,145)

      132,621,532  
 

 

 

 
     Shares         
Short-Term Securities        
Money Market Funds — 0.7%            

BlackRock Liquidity Funds New York Money Fund

   

Portfolio, 0.01%(h)(i)

    537,270       537,270  
 

 

 

 

Total Short-Term Securities — 0.7%

 

 

(Cost: $537,270)

 

    537,270  
 

 

 

 

Total Investments — 172.9%

 

 

(Cost: $123,191,415)

      133,158,802  

Other Assets Less Liabilities — 0.9%

 

    749,132  

Liability for TOB Trust Certificates, Including Interest Expense and

 

 

Fees Payable — (16.3)%

      (12,581,656

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (57.5)%

 

    (44,308,420
 

 

 

 

Net Assets Applicable to Common Shares — 100.0%

    $ 77,017,858  
 

 

 

 

 

 

(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) 

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.

(c)

When-issued security.

(d) 

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.

(e) 

Zero-coupon bond.

(f)

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.

(g) 

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 December 1, 2026 to May 15, 2028, is $3,640,569. See Note 4 of the Notes to Financial Statements for details.

(h)

Affiliate of the Trust.

(i)

Annualized 7-day yield as of period end.

 

Affiliates

Investments in issuers considered to be an affiliate of the Trust during the year ended August 31, 2020, for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

 

Affiliated Issuer   

Value at

08/31/19

    

Purchases

at Cost

    

Proceeds

from Sales

    

Net
Realized

Gain (Loss)

    

Change in

Unrealized

Appreciation

(Depreciation)

    

Value at

08/31/20

    

Shares

Held at

08/31/20

     Income     

Capital Gain

Distributions from

Underlying Funds

 

BlackRock Liquidity Funds New York Money Fund Portfolio

   $  273,796      $  263,482 (a)     $  —      $ (8    $  —      $  537,270        537,216      $  4,678      $  —  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 

 

  (a)

Represents net amount purchased (sold).

 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications 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 sub-classifications for reporting ease.

 

 

52  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

   BlackRock New York Municipal Income Trust II (BFY)

 

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended August 31, 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

   $        $        $     $        $(733,094)   $        $ (733,094
  

 

 

      

 

 

      

 

 

   

 

 

      

 

 

 

 

      

 

 

 
Net Change in Unrealized Appreciation (Depreciation) on                                                     

Futures contracts

   $        $        $     $        $11,179   $        $ 11,179  
  

 

 

      

 

 

      

 

 

   

 

 

      

 

 

 

 

      

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts

                                                            

Average notional value of contracts — long

                           $ —   (a)  

Average notional value of contracts — short

                                                       $ 3,352,176  

 

  (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 financial instruments. For description of the input levels and information about the Trust’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Trust’s investments categorized in the disclosure hierarchy. The breakdown of the Trust’s investments into major categories is disclosed in the Schedule of Investments above.

 

      Level 1        Level 2        Level 3        Total  

Assets

                 

Investments

                 

Long-Term Investments

                 

Municipal Bonds

   $        $ 109,662,314        $        $ 109,662,314  

Municipal Bonds Transferred to Tender Option Bond Trusts

              22,959,218                   22,959,218  

Short-Term Securities

                 

Money Market Funds

     537,270                            537,270  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 537,270        $ 132,621,532        $        $ 133,158,802  
  

 

 

      

 

 

      

 

 

      

 

 

 

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

   $        $ (12,569,988      $        $ (12,569,988

VRDP Shares at Liquidation Value

              (44,400,000                 (44,400,000
  

 

 

      

 

 

      

 

 

      

 

 

 
   $        $ (56,969,988      $        $ (56,969,988
  

 

 

      

 

 

      

 

 

      

 

 

 

See notes to financial statements.

 

 

SCHEDULE OF INVESTMENTS

  53


Schedule of Investments  (continued)

August 31, 2020

  

BlackRock Virginia Municipal Bond Trust (BHV)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Municipal Bonds

 

California — 2.1%  
Tobacco — 2.1%  

Golden State Tobacco Securitization Corp., Refunding
RB, Series A-1, 5.00%, 06/01/47

 

$

500

 

 

$

512,340

 

   

 

 

 
District of Columbia — 1.6%  
Tobacco — 1.6%  

District of Columbia Tobacco Settlement Financing Corp.,
RB, CAB, Series C, 0.00%, 06/15/55(a)

 

 

6,000

 

 

 

400,860

 

   

 

 

 
Puerto Rico — 7.4%  
State — 5.2%  

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

 

Series A-1, Restructured, 4.75%, 07/01/53

    127       132,933  

Series A-1, Restructured, 5.00%, 07/01/58

    578       615,374  

Series A-2, Restructured, 4.33%, 07/01/40

    391       407,011  

Series A-2, Restructured, 4.78%, 07/01/58

    129       135,823  
   

 

 

 
      1,291,141  
Tobacco — 0.6%            

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

 

 

140

 

 

 

140,101

 

   

 

 

 
Utilities — 1.6%            

Puerto Rico Commonwealth Aqueduct & Sewer Authority, RB

   

Series A, Senior Lien, 5.00%, 07/01/33

    200       205,178  

Series A, Senior Lien, 5.13%, 07/01/37

    55       56,476  

Puerto Rico Commonwealth Aqueduct & Sewer Authority, Refunding RB, Series A, Senior Lien, 6.00%, 07/01/38

 

 

130

 

 

 

130,496

 

   

 

 

 
      392,150  
   

 

 

 
Total Municipal Bonds in Puerto Rico         1,823,392  
Virginia — 111.8%            
Corporate — 0.8%            

Virginia Small Business Financing Authority, RB, AMT, 5.00%, 01/01/48(b)(c)

    200       200,588  
   

 

 

 
County/City/Special District/School District(d) — 9.2%            

City of Norfolk Virginia, GO, 5.00%, 08/01/28

    500       668,705  

City of Norfolk Virginia, Refunding GO, Series A, 5.00%, 08/01/23

    500       569,595  

City of Suffolk Virginia, Refunding GO, 5.00%, 06/01/21

    1,000       1,036,090  
   

 

 

 
      2,274,390  
Education — 17.6%            

Salem Economic Development Authority, Refunding RB, 4.00%, 04/01/45

    250       263,600  

Virginia College Building Authority, RB, 4.00%, 02/01/38

    1,000       1,213,430  

Virginia College Building Authority, Refunding RB

   

(NPFGC), 5.25%, 01/01/26

    500       581,430  

(NPFGC), 5.25%, 01/01/31

    1,000       1,340,460  

Virginia Public School Authority, RB, Series B, 4.00%, 08/01/21(d)

    405       419,167  

Virginia Small Business Financing Authority, Refunding

   

RB, 4.00%, 10/01/38

    500       533,835  
   

 

 

 
      4,351,922  
Security  

Par

(000)

    Value  
Health — 30.9%            

Chesapeake Hospital Authority, Refunding RB, 4.00%,
07/01/43

  $ 680     $ 761,008  

Danville Industrial Development Authority, Refunding RB,
(AMBAC), 5.25%, 10/01/28(e)

    870       986,075  

Fairfax County Economic Development Authority, RB,
Series A, 5.00%, 12/01/42

    500       510,050  

Fairfax County Industrial Development Authority, RB,
Series A, 5.00%, 05/15/44

    450       510,255  

Henrico County Economic Development Authority,
Refunding RB, 4.25%, 06/01/26

    145       147,593  

Lexington Industrial Development Authority, RB, Series A, 5.00%, 01/01/42

    690       707,774  

Norfolk Redevelopment & Housing Authority, RB,
Series B, 4.00%, 01/01/25

    200       200,084  

Prince William County Industrial Development Authority,
Refunding RB, Series B, 4.00%, 11/01/46

    500       522,345  

Roanoke Economic Development Authority, Refunding
RB, 5.00%, 07/01/30

    795       856,605  

Virginia Beach Development Authority, Refunding RB, 4.00%, 09/01/48

    250       241,188  

Virginia Small Business Financing Authority, Refunding RB 4.00%, 12/01/49

    500       562,060  

Winchester Economic Development Authority, Refunding RB

   

5.00%, 01/01/44

    1,000       1,163,200  

Series A, 5.00%, 01/01/24(d)

    400       463,292  
   

 

 

 
      7,631,529  
Housing — 16.4%            

Virginia Housing Development Authority, RB, M/F Housing

   

Series A, 5.25%, 05/01/41

    750       755,107  

Series B, 4.00%, 06/01/53

    625       679,100  

Series D, 3.90%, 10/01/48

    985       1,072,163  

Series E, 2.50%, 12/01/22

    220       220,242  

Series F, 5.25%, 10/01/38

    250       273,097  

Virginia Housing Development Authority, RB, S/F Housing, Sub-Series C-4, 3.63%, 01/01/31

 

 

1,000

 

 

 

1,049,490

 

   

 

 

 
      4,049,199  
Other — 6.1%            

Ballston Quarter Community Development Authority, TA, Series A, 5.38%, 03/01/36

    250       247,480  

Cherry Hill Community Development Authority, SAB, 5.40%, 03/01/45(b)

    250       260,330  

Dulles Town Center Community Development Authority, Refunding SAB, 4.25%, 03/01/26

 

 

500

 

 

 

498,920

 

Lower Magnolia Green Community Development Authority, SAB, 5.00%, 03/01/35(b)

 

 

245

 

 

 

249,665

 

Mosaic District Community Development Authority, TA,

   

Series A, 6.88%, 03/01/36

    250       251,513  
   

 

 

 
      1,507,908  

State — 0.8%

   

Virginia Public Building Authority, RB, Series A, 5.00%, 08/01/35

    150       203,176  
 

 

 

54  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock Virginia Municipal Bond Trust (BHV)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Tobacco — 6.0%  

Tobacco Settlement Financing Corp., Refunding RB

   

Series B-1, 5.00%, 06/01/47

  $ 985     $ 985,020  

Series B-2, 5.20%, 06/01/46

    500       502,055  
 

 

 

 
      1,487,075  
Transportation — 12.7%  

Fairfax County Economic Development Authority, RB, 5.00%, 04/01/36

    775       945,655  

Richmond Metropolitan Transportation Authority Expressway System Revenue, Refunding RB,

   

(NPFGC), 5.25%, 07/15/22

    215       229,300  

Virginia Small Business Financing Authority, RB

   

AMT, 5.00%, 07/01/49

    500       516,480  

AMT, 5.00%, 12/31/52

    500       560,180  

Senior Lien, AMT, 6.00%, 01/01/37

    820       884,460  
 

 

 

 
      3,136,075  
Utilities — 11.3%  

City of Richmond Virginia Public Utility Revenue, RB

   

Series A, 3.00%, 01/15/45

    500       546,605  

Series A, 4.00%, 01/15/50

    500       591,385  

County of Henrico Virginia Water & Sewer Revenue, Refunding RB, 5.00%, 05/01/42

    1,065       1,289,257  

Fairfax County Water Authority, Refunding RB,
5.00%, 04/01/44

    300       370,701  
 

 

 

 
      2,797,948  
 

 

 

 

Total Municipal Bonds in Virginia

      27,639,810  
 

 

 

 

Total Municipal Bonds — 122.9%
(Cost: $28,312,537)

      30,376,402  
 

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(f)

 

District of Columbia — 7.3%

 

Transportation — 7.3%  

Washington Metropolitan Area Transit Authority, RB, Series B, 5.00%, 07/01/42

    1,503       1,821,232  
 

 

 

 
Virginia — 31.0%  
Transportation — 31.0%  

Fairfax County Economic Development Authority, RB, 5.00%, 04/01/47(g)

    2,000       2,364,500  

Hampton Roads Transportation Accountability Commission, RB, Senior Lien, Series A, 5.00%, 07/01/48

    4,308       5,295,024  
 

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 38.3% (Cost: $8,720,241)

      9,480,756  
 

 

 

 

Total Long-Term Investments — 161.2%
(Cost: $37,032,778)

      39,857,158  
 

 

 

 
   
Security   Shares     Value  

Short-Term Securities

 

Money Market Funds — 4.1%  

BlackRock Liquidity Funds, MuniCash, Institutional Class, 0.01%(h)(i)

    1,008,170     $ 1,008,372  
   

 

 

 

Total Short-Term Securities — 4.1%
(Cost: $1,008,372)

      1,008,372  
   

 

 

 

Total Investments — 165.3%
(Cost: $38,041,150)

      40,865,530  

Other Assets Less Liabilities — 1.1%

      284,768  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (19.7)%

      (4,878,804

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (46.7)%

      (11,543,696
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

    $ 24,727,798  
   

 

 

 

 

(a)

Zero-coupon bond.

(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)

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.

(d)

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.

(e)

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

(f) 

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.

(g)

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 agreement, which expires on October 1, 2024, is $1,051,389. See Note 4 of the Notes to Financial Statements for details.

(h) 

Affiliate of the Trust.

(i)

Annualized 7-day yield as of period end.

 

 

 

SCHEDULE OF INVESTMENTS

  55


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock Virginia Municipal Bond Trust (BHV)

(Percentages shown are based on Net Assets)

 

Affiliates

Investments in issuers considered to be an affiliate of the Trust during the year ended August 31, 2020, for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

 

Affiliated Issuer   

Value at

08/31/19

    

Purchases

at Cost

    

Proceeds

from Sales

    

Net Realized

Gain (Loss)

    

Change in

Unrealized

Appreciation

(Depreciation)

    

Value at

08/31/20

    

Shares

Held at

08/31/20

     Income     

Capital Gain

Distributions from

Underlying Funds

 

BlackRock Liquidity Funds, MuniCash, Institutional Class

   $  451,886      $  556,339 (a)     $  —      $  147      $  —      $  1,008,372        1,008,170      $  5,225      $  —  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

 

 

    

 

 

    

 

 

 

 

  (a) 

Represents net amount purchased (sold).

 

For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications 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 sub-classifications for reporting ease.

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended August 31, 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

   $      $      $      $      $ (219,799    $      $ (219,799
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                    

Futures contracts

   $      $      $      $      $ 3,710      $      $  3,710  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts

                                                              

Average notional value of contracts — long

                     $ (a)  

Average notional value of contracts — short

                                                         $ 1,060,817  

 

  (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 financial instruments. For description of the input levels and information about the Trust’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Trust’s investments categorized in the disclosure hierarchy. The breakdown of the Trust’s investments into major categories is disclosed in the Schedule of Investments above.

 

      Level 1      Level 2      Level 3      Total  

Assets

           

Investments

           

Long-Term Investments

           

Municipal Bonds

   $      $  30,376,402      $  —      $ 30,376,402  

Municipal Bonds Transferred to Tender Option Bond Trusts

            9,480,756               9,480,756  

Short-Term Securities

           

Money Market Funds

     1,008,372                      1,008,372  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 1,008,372      $ 39,857,158      $      $  40,865,530  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

56  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Schedule of Investments   (continued)

August 31, 2020

  

BlackRock Virginia Municipal Bond Trust (BHV)

(Percentages shown are based on Net Assets)

 

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

   $      $ (4,876,042    $      $ (4,876,042

VRDP Shares at Liquidation Value

            (11,600,000             (11,600,000
  

 

 

    

 

 

    

 

 

    

 

 

 
   $      $ (16,476,042    $      $ (16,476,042
  

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

SCHEDULE OF INVESTMENTS

  57


 

Statements of Assets and Liabilities

August 31, 2020

 

      BZM      MHE      MHN      BQH  

ASSETS

           

Investments at value — unaffiliated(a)

   $  49,542,784      $  50,341,297      $  763,144,177      $  76,999,652  

Investments at value — affiliated(b)

     649,217        3,103,807        3,234,262        329,619  

Receivables:

           

Investments sold

            576,985                

Dividends — affiliated

     14        35        18        2  

Interest — unaffiliated

     494,645        548,837        8,482,857        807,965  

Prepaid expenses

     44,018        38,315        57,035        104,431  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

     50,730,678        54,609,276        774,918,349        78,241,669  
  

 

 

    

 

 

    

 

 

    

 

 

 

ACCRUED LIABILITIES

           

Bank overdraft

     31,414        30,424        351,388        43,883  

Payables:

           

Investments purchased

            572,425        970,000        250,000  

Income dividend distributions — Common Shares

     88,500        101,954        1,603,299        148,406  

Interest expense and fees

     1,666        5,589        59,698        12,900  

Investment advisory fees

     24,451        22,753        361,542        36,442  

Trustees’ and Officer’s fees

     12,917        274        260,369        12,651  

Other accrued expenses

     39,753        50,482        145,003        67,288  

Reorganization costs

     77,667        78,653               82,648  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total accrued liabilities

     276,368        862,554        3,751,299        654,218  
  

 

 

    

 

 

    

 

 

    

 

 

 

OTHER LIABILITIES

           

TOB Trust Certificates

     2,999,064        2,965,857        63,384,372        10,600,472  

VRDP Shares, at liquidation value of $100,000 per share, net of deferred offering costs(c)(d)(e)

     15,943,448        18,349,289        243,278,209        22,033,235  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total other liabilities

     18,942,512        21,315,146        306,662,581        32,633,707  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

     19,218,880        22,177,700        310,413,880        33,287,925  
  

 

 

    

 

 

    

 

 

    

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

   $ 31,511,798      $ 32,431,576      $ 464,504,469      $ 44,953,744  
  

 

 

    

 

 

    

 

 

    

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS CONSIST OF

           

Paid-in capital(f)(g)(h)

   $ 29,424,794      $ 29,214,944      $ 432,616,787      $ 39,510,340  

Accumulated earnings

     2,087,004        3,216,632        31,887,682        5,443,404  
  

 

 

    

 

 

    

 

 

    

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

   $ 31,511,798      $ 32,431,576      $ 464,504,469      $ 44,953,744  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value per Common Share

   $ 15.13      $ 13.68      $ 14.92      $ 16.05  
  

 

 

    

 

 

    

 

 

    

 

 

 

(a) Investments at cost — unaffiliated

   $ 46,957,016      $ 46,295,482      $ 708,155,178      $ 69,994,749  

(b) Investments at cost — affiliated

   $ 649,217      $ 3,103,740      $ 3,234,262      $ 329,619  

(c) Preferred Shares outstanding

     160        185        2,436        221  

(d) Preferred Shares authorized

     Unlimited        Unlimited        14,956        Unlimited  

(e) Par value per Preferred Share

   $ 0.001      $ 0.01      $ 0.10      $ 0.001  

(f) Common Shares outstanding

     2,082,345        2,371,023        31,132,023        2,800,105  

(g) Common Shares authorized

     Unlimited        Unlimited        199,985,044        Unlimited  

(h) Par value per Common Share

   $ 0.001      $ 0.01      $ 0.10      $ 0.001  

See notes to financial statements.

 

 

58  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


 

Statements of Assets and Liabilities   (continued)

August 31, 2020

 

      BSE      BFY      BHV  

ASSETS

        

Investments at value — unaffiliated(a)

   $  161,304,655      $  132,621,532      $  39,857,158  

Investments at value — affiliated(b)

     972,748        537,270        1,008,372  

Receivables:

        

Dividends — affiliated

     7        3        19  

Interest — unaffiliated

     1,818,629        1,437,540        405,352  

Prepaid expenses

     98,287        105,675        23,472  
  

 

 

    

 

 

    

 

 

 

Total assets

     164,194,326        134,702,020        41,294,373  
  

 

 

    

 

 

    

 

 

 

ACCRUED LIABILITIES

        

Bank overdraft

     85,451        70,894        27,244  

Payables:

        

Investments purchased

            250,000         

Income dividend distributions — Common Shares

     316,204        282,778        70,883  

Interest expense and fees

     25,837        11,668        2,762  

Investment advisory fees

     76,701        62,779        18,161  

Trustees’ and Officer’s fees

     11,800        14,541        9,650  

Other accrued expenses

     76,115        62,914        18,137  

Reorganization costs

     54,549        50,180         
  

 

 

    

 

 

    

 

 

 

Total accrued liabilities

     646,657        805,754        146,837  
  

 

 

    

 

 

    

 

 

 

OTHER LIABILITIES

        

TOB Trust Certificates

     25,513,190        12,569,988        4,876,042  

VRDP Shares, at liquidation value of $100,000 per share, net of deferred offering costs(c)(d)(e)

     40,402,656        44,308,420        11,543,696  
  

 

 

    

 

 

    

 

 

 

Total other liabilities

     65,915,846        56,878,408        16,419,738  
  

 

 

    

 

 

    

 

 

 

Total liabilities

     66,562,503        57,684,162        16,566,575  
  

 

 

    

 

 

    

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

   $ 97,631,823      $ 77,017,858      $ 24,727,798  
  

 

 

    

 

 

    

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS CONSIST OF

        

Paid-in capital(f)(g)(h)

   $ 89,187,581      $ 69,567,812      $ 22,901,346  

Accumulated earnings

     8,444,242        7,450,046        1,826,452  
  

 

 

    

 

 

    

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

   $ 97,631,823      $ 77,017,858      $ 24,727,798  
  

 

 

    

 

 

    

 

 

 

Net asset value per Common Share

   $ 14.97      $ 15.39      $ 15.38  
  

 

 

    

 

 

    

 

 

 

(a) Investments at cost — unaffiliated

   $ 149,844,749      $ 122,654,145      $ 37,032,778  

(b) Investments at cost — affiliated

   $ 972,748      $ 537,270      $ 1,008,372  

(c) Preferred Shares outstanding

     405        444        116  

(d) Preferred Shares authorized

     Unlimited        Unlimited        Unlimited  

(e) Par value per Preferred Share

   $ 0.001      $ 0.001      $ 0.001  

(f) Common Shares outstanding

     6,519,660        5,004,922        1,608,111  

(g) Common Shares authorized

     Unlimited        Unlimited        Unlimited  

(h) Par value per Common Share

   $ 0.001      $ 0.001      $ 0.001  

See notes to financial statements.

 

 

FINANCIAL STATEMENTS

  59


 

Statements of Operations

August 31, 2020

 

      BZM     MHE     MHN     BQH  

INVESTMENT INCOME

        

Dividends — affiliated

   $ 5,342     $ 5,724     $ 9,911     $ 5,641  

Interest — unaffiliated

     1,862,536       1,999,946       28,362,932       2,829,391  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment income

     1,867,878       2,005,670       28,372,843       2,835,032  
  

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES

        

Investment advisory

     328,522       270,268       4,216,665       493,919  

Liquidity fees

     89,710             24,879       2,257  

Reorganization

     77,924       78,910             148,281  

Professional

     48,838       44,667       99,112       56,715  

Rating agency

     35,536       35,536       47,551       57,681  

Accounting services

     21,637       22,218       114,521       25,463  

Transfer agent

     15,401       16,534       30,411       11,968  

Registration

     9,625       9,612       11,285       10,348  

Remarketing fees on Preferred Shares

     9,240             24,427       2,216  

Printing and postage

     2,997       3,040       7,845       3,345  

Trustees and Officer

     2,009       1,583       42,273       2,046  

Custodian

     1,512       1,412       11,177       3,163  

Miscellaneous

     10,410       11,167       14,382       20,902  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses excluding interest expense, fees and amortization of offering costs

     653,361       494,947       4,644,528       838,304  

Interest expense, fees and amortization of offering costs(a)

     253,166       363,364       5,327,821       509,783  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     906,527       858,311       9,972,349       1,348,087  

Less:

        

Fees waived and/or reimbursed by the Manager

     (29,841     (986     (292,511     (76,246
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

     876,686       857,325       9,679,838       1,271,841  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     991,192       1,148,345       18,693,005       1,563,191  
  

 

 

   

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

        

Net realized gain (loss) from:

        

Investments — unaffiliated

     (24,908     (93,773     (945,625     142,923  

Investments — affiliated

     277         7525    

Futures contracts

     (276,416     (336,429     (3,083,579     (475,760
  

 

 

   

 

 

   

 

 

   

 

 

 
     (301,322     (430,125     (4,029,129     (332,812
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation (depreciation) on:

        

Investments — unaffiliated

     (710,205     (634,292     (9,498,328     (802,897

Investments — affiliated

     40       70              

Futures contracts

     5,898       5,853       68,170       7,623  
  

 

 

   

 

 

   

 

 

   

 

 

 
     (704,267     (628,369     (9,430,158     (795,274
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized and unrealized loss

     (1,005,589     (1,058,494     (13,459,287     (1,128,086
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS

   $ (14,397   $ 89,851     $ 5,233,718     $ 435,105  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Related to TOB Trusts and/or VRDP Shares.

See notes to financial statements.

 

 

60  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


 

Statements of Operations  (continued)

August 31, 2020

 

      BSE     BFY     BHV  

INVESTMENT INCOME

      

Dividends — affiliated

   $ 855     $ 4,678     $ 5,225  

Interest — unaffiliated

     5,880,327       5,084,956       1,528,551  
  

 

 

   

 

 

   

 

 

 

Total investment income

     5,881,182       5,089,634       1,533,776  
  

 

 

   

 

 

   

 

 

 

EXPENSES

      

Investment advisory

     889,459       723,160       268,347  

Professional

     55,720       52,640       35,234  

Reorganization

     54,867       50,180        

Rating agency

     47,550       47,551       35,536  

Accounting services

     40,960       28,332       14,703  

Transfer agent

     17,890       17,345       15,276  

Registration

     8,841       9,497       9,677  

Trustees and Officer

     7,957       6,786       1,892  

Custodian

     7,646       3,592       1,856  

Liquidity fees

     4,136       4,535       65,044  

Remarketing fees on Preferred Shares

     4,061       4,452       6,700  

Printing and postage

     3,988       3,751       2,926  

Miscellaneous

     8,840       8,386       10,645  
  

 

 

   

 

 

   

 

 

 

Total expenses excluding interest expense, fees and amortization of offering costs

     1,151,915       960,207       467,836  

Interest expense, fees and amortization of offering costs(a)

     1,011,052       850,635       232,034  
  

 

 

   

 

 

   

 

 

 

Total expenses

     2,162,967       1,810,842       699,870  

Less:

      

Fees waived and/or reimbursed by the Manager

     (93     (347     (54,563
  

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

     2,162,874       1,810,495       645,307  
  

 

 

   

 

 

   

 

 

 

Net investment income

     3,718,308       3,279,139       888,469  
  

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

      

Net realized gain (loss) from:

      

Investments — unaffiliated

     167,383       (204,537     (138,228

Investments — affiliated

     (18     (8     147  

Futures contracts

     (862,370     (733,094     (219,799
  

 

 

   

 

 

   

 

 

 
     (695,005     (937,639     (357,880
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation (depreciation) on:

      

Investments — unaffiliated

     (2,085,123     (1,915,105     (76,665

Futures contracts

     13,524       11,179       3,710  
  

 

 

   

 

 

   

 

 

 
     (2,071,599     (1,903,926     (72,955
  

 

 

   

 

 

   

 

 

 

Net realized and unrealized loss

     (2,766,604     (2,841,565     (430,835
  

 

 

   

 

 

   

 

 

 

NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS

   $ 951,704     $ 437,574     $ 457,634  
  

 

 

   

 

 

   

 

 

 
(a)

Related to TOB Trusts and/or VRDP Shares.

See notes to financial statements.

 

 

FINANCIAL STATEMENTS

  61


 

Statements of Changes in Net Assets

 

    BZM            MHE  
    Year Ended August 31,            Year Ended August 31,  
     2020     2019             2020     2019  

INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

          

OPERATIONS

          

Net investment income

  $ 991,192     $ 992,587        $ 1,148,345     $ 1,185,123  

Net realized loss

    (301,322     (383,365        (430,125     (253,951

Net change in unrealized appreciation (depreciation)

    (704,267     2,155,745          (628,369     2,193,534  
 

 

 

   

 

 

      

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations

    (14,397     2,764,967          89,851       3,124,706  
 

 

 

   

 

 

      

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS(a)

          

Decrease in net assets resulting from distributions to Common Shareholders

    (986,298     (1,278,380        (1,159,430     (1,232,944
 

 

 

   

 

 

      

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS

          

Reinvestment of common distributions

    11,729       6,379                 
 

 

 

   

 

 

      

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

          

Total increase (decrease) in net assets applicable to Common Shareholders

    (988,966     1,492,966          (1,069,579     1,891,762  

Beginning of year

    32,500,764       31,007,798          33,501,155       31,609,393  
 

 

 

   

 

 

      

 

 

   

 

 

 

End of year

  $ 31,511,798     $ 32,500,764        $ 32,431,576     $ 33,501,155  
 

 

 

   

 

 

      

 

 

   

 

 

 

 

(a)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

62  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


 

Statements of Changes in Net Assets  (continued)

 

    MHN            BQH  
    Year Ended August 31,            Year Ended August 31,  
     2020     2019             2020     2019  

INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

          

OPERATIONS

          

Net investment income

  $ 18,693,005     $ 17,189,332        $ 1,563,191     $ 1,499,702  

Net realized loss

    (4,029,129     (6,709,873        (332,812     (486,060

Net change in unrealized appreciation (depreciation)

    (9,430,158     38,335,444          (795,274     3,660,084  
 

 

 

   

 

 

      

 

 

   

 

 

 

Net increase in net assets applicable to Common Shareholders resulting from operations

    5,233,718       48,814,903          435,105       4,673,726  
 

 

 

   

 

 

      

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS(a)

          

Decrease in net assets resulting from distributions to Common Shareholders

    (17,278,273     (16,634,680        (1,654,862     (1,585,008
 

 

 

   

 

 

      

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

          

Total increase (decrease) in net assets applicable to Common Shareholders

    (12,044,555     32,180,223          (1,219,757     3,088,718  

Beginning of year

    476,549,024       444,368,801          46,173,501       43,084,783  
 

 

 

   

 

 

      

 

 

   

 

 

 

End of year

  $  464,504,469     $ 476,549,024        $  44,953,744     $ 46,173,501  
 

 

 

   

 

 

      

 

 

   

 

 

 

 

(a)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

FINANCIAL STATEMENTS

  63


 

Statements of Changes in Net Assets  (continued)

 

    BSE            BFY  
    Year Ended August 31,            Year Ended August 31,  
     2020     2019             2020     2019  

INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

          

OPERATIONS

          

Net investment income

  $ 3,718,308     $ 3,274,648        $ 3,279,139     $ 2,986,527  

Net realized loss

    (695,005     (1,178,690        (937,639     (947,556

Net change in unrealized appreciation (depreciation)

    (2,071,599     7,545,804          (1,903,926     5,636,326  
 

 

 

   

 

 

      

 

 

   

 

 

 

Net increase in net assets applicable to Common Shareholders resulting from operations

    951,704       9,641,762          437,574       7,675,297  
 

 

 

   

 

 

      

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS(a)

          

Decrease in net assets resulting from distributions to Common Shareholders

    (3,325,026     (3,168,555        (3,078,027     (2,948,084
 

 

 

   

 

 

      

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

          

Total increase (decrease) in net assets applicable to Common Shareholders

    (2,373,322     6,473,207          (2,640,453     4,727,213  

Beginning of year

    100,005,145       93,531,938          79,658,311       74,931,098  
 

 

 

   

 

 

      

 

 

   

 

 

 

End of year

  $ 97,631,823     $ 100,005,145        $ 77,017,858     $ 79,658,311  
 

 

 

   

 

 

      

 

 

   

 

 

 

 

(a)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

64  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


 

Statements of Changes in Net Assets  (continued)

 

     BHV  
     Year Ended August 31,  
      2020     2019  

INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

    

OPERATIONS

    

Net investment income

   $ 888,469     $ 930,452  

Net realized loss

     (357,880     (104,620

Net change in unrealized appreciation (depreciation)

     (72,955     1,298,796  
  

 

 

   

 

 

 

Net increase in net assets applicable to Common Shareholders resulting from operations

     457,634       2,124,628  
  

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS(a)

    

Decrease in net assets resulting from distributions to Common Shareholders

     (877,674     (1,050,654
  

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS

    

Reinvestment of common distributions

     29,308       38,664  
  

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

    

Total increase (decrease) in net assets applicable to Common Shareholders

     (390,732     1,112,638  

Beginning of year

     25,118,530       24,005,892  
  

 

 

   

 

 

 

End of year

   $ 24,727,798     $ 25,118,530  
  

 

 

   

 

 

 

 

(a)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

FINANCIAL STATEMENTS

  65


 

Statements of Cash Flows

Year Ended August 31, 2020

 

     BZM     MHE     MHN     BQH  

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

       

Net increase (decrease) in net assets resulting from operations

  $ (14,397   $ 89,851     $ 5,233,718     $ 435,105  

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used for) operating activities

       

Proceeds from sales of long-term investments

    3,383,820       9,822,669       75,643,658       14,731,237  

Purchases of long-term investments

    (3,263,572     (6,746,526     (83,798,017     (17,113,962

Net proceeds from purchases of short-term securities

    (249,907     (3,027,443     (2,891,079     (265,143

Amortization of premium and accretion of discount on investments and other fees

    292,087       306,227       4,406,289       316,540  

Net realized (gain) loss on investments

    24,906       93,696       945,550       (142,948

Net unrealized depreciation on investments

    710,165       634,222       9,498,328       802,897  

(Increase) Decrease in Assets

       

Receivables

       

Dividends — affiliated

    740       29       1,087       92  

Interest — unaffiliated

    (4,795     62,231       (22,467     7,545  

Variation margin on futures contracts

    —24                

Prepaid expenses

    (11,505     (8,350     (27,817     (44,583

Increase (Decrease) in Liabilities

       

Payables

       

Interest expense and fees

    (8,340     (11,842     (201,582     (27,247

Investment advisory fees

    (1,637     (568     20,807       994  

Trustees’ and Officer’s fees

    421       (9     2,594       420  

Other accrued expenses

    (48,216     (44,381     (71,922     (9,056

Reorganization costs

    77,667       78,653             82,648  

Variation margin on futures contracts

    (750     (750     (11,062     (750
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used for) operating activities

    886,687       1,247,733       8,728,085       (1,226,211
 

 

 

   

 

 

   

 

 

   

 

 

 

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES

       

Cash dividends paid to Common Shareholders

    (961,840     (1,152,317     (17,060,349     (1,640,861

Repayments of TOB Trust Certificates

          (170,774     (6,353,813     (84,639

Repayments of Loan for TOB Trust Certificates

                (1,321,238     (84,626

Proceeds from TOB Trust Certificates

                13,839,542       2,827,709  

Proceeds from Loan for TOB Trust Certificates

                1,321,238       84,626  

Increase in bank overdraft

    31,414       30,424       351,388       43,883  

Amortization of deferred offering costs

    3,045       3,345       15,484       28,996  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used for) for financing activities

    (927,381     (1,289,322     (9,207,748     1,175,088  
 

 

 

   

 

 

   

 

 

   

 

 

 

CASH

       

Net decrease in restricted and unrestricted cash

    (40,694     (41,589     (479,663     (51,123

Restricted and unrestricted cash at beginning of year

    40,694       41,589       479,663       51,123  
 

 

 

   

 

 

   

 

 

   

 

 

 

Restricted and unrestricted cash at end of year

  $     $     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

       

Cash paid during the year for interest expense

  $ 258,461     $ 371,861     $ 5,513,919     $ 508,034  
 

 

 

   

 

 

   

 

 

   

 

 

 

NON-CASH FINANCING ACTIVITIES

       

Capital shares issued in reinvestment of distributions paid to Common Shareholders

  $ 11,729     $     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

 

RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE BEGINNING OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES

       

Cash

  $ 9,344     $ 9,539     $ 109,813     $ 11,773  

Cash pledged

       

Futures contracts

    31,350       32,050       369,850       39,350  
 

 

 

   

 

 

   

 

 

   

 

 

 
  $ 40,694     $ 41,589     $ 479,663     $ 51,123  
 

 

 

   

 

 

   

 

 

   

 

 

 

See notes to financial statements.

 

 

66  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


 

Statements of Cash Flows  (continued)

Year Ended August 31, 2020

 

      BSE     BFY     BHV  

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

      

Net increase in net assets resulting from operations

   $ 951,704     $ 437,574     $ 457,634  

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used for) operating activities

      

Proceeds from sales of long-term investments

     21,148,003       22,652,354       12,149,533  

Purchases of long-term investments

     (24,388,954     (26,981,057     (11,212,469

Net proceeds from purchases of short-term securities

     (972,766     (263,482     (556,339

Amortization of premium and accretion of discount on investments and other fees

     1,032,924       479,056       234,312  

Net realized (gain) loss on investments

     (167,365     204,545       138,081  

Net unrealized depreciation on investments

     2,085,123       1,915,105       76,665  

(Increase) Decrease in Assets

      

Receivables

      

Dividends — affiliated

     320       877       79  

Interest — unaffiliated

     (21,081     (32,564     92,341  

Prepaid expenses

     (36,946     (36,334     (615

Increase (Decrease) in Liabilities

      

Payables

      

Interest expense and fees

     (74,553     (27,669     (15,914

Investment advisory fees

     986       1,265       (393

Trustees’ and Officer’s fees

     166       287       323  

Other accrued expenses

     (27,464     (24,921     (48,727

Reorganization costs

     54,549       50,180        

Variation margin on futures contracts

     (2,438     (1,594     (469
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used for) operating activities

     (417,792     (1,626,378     1,314,042  
  

 

 

   

 

 

   

 

 

 

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES

      

Cash dividends paid to Common Shareholders

     (3,272,868     (3,040,490     (850,567

Repayments of TOB Trust Certificates

     (969,506     (608,303     (520,394

Repayments of Loan for TOB Trust Certificates

     (469,475     (608,303      

Proceeds from TOB Trust Certificates

     4,432,499       5,119,716        

Proceeds from Loan for TOB Trust Certificates

     469,475       608,303        

Increase in bank overdraft

     85,451       70,894       27,244  

Amortization of deferred offering costs

     6,266       6,348       2,592  
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used for) for financing activities

     281,842       1,548,165       (1,341,125
  

 

 

   

 

 

   

 

 

 

CASH

      

Net decrease in restricted and unrestricted cash

     (135,950     (78,213     (27,083

Restricted and unrestricted cash at beginning of year

     135,950       78,213       27,083  
  

 

 

   

 

 

   

 

 

 

Restricted and unrestricted cash at end of year

   $     $     $  
  

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      

Cash paid during the year for interest expense

   $ 1,079,339     $ 871,956     $ 245,356  
  

 

 

   

 

 

   

 

 

 

NON-CASH FINANCING ACTIVITIES

      

Capital shares issued in reinvestment of distributions paid to Common Shareholders

   $     $     $ 29,308  
  

 

 

   

 

 

   

 

 

 

RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE BEGINNING OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES

      

Cash

   $ 60,650     $ 17,813     $ 6,133  

Cash pledged

      

Futures contracts

     75,300       60,400       20,950  
  

 

 

   

 

 

   

 

 

 
   $ 135,950     $ 78,213     $ 27,083  
  

 

 

   

 

 

   

 

 

 

See notes to financial statements.

 

 

FINANCIAL STATEMENTS

  67


Financial Highlights

(For a share outstanding throughout each period)

 

    BZM  
    Year Ended August 31,  
     2020     2019     2018      2017      2016  

Net asset value, beginning of year

  $ 15.61     $ 14.90     $ 15.32      $ 15.97      $ 14.96  
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.48       0.48       0.55        0.59        0.61  

Net realized and unrealized gain (loss)

    (0.49     0.85       (0.36      (0.67      1.02  
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    (0.01     1.33       0.19        (0.08      1.63  
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders(b)

           

From net investment income

    (0.47     (0.55     (0.57      (0.57      (0.62

From net realized gain

          (0.07     (0.04              
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total distributions to Common Shareholders

    (0.47     (0.62     (0.61      (0.57      (0.62
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 15.13     $ 15.61     $ 14.90      $ 15.32      $ 15.97  
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 13.92     $ 14.42     $ 14.04      $ 14.29      $ 16.06  
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

           

Based on net asset value

    0.15     9.40     1.67      (0.31 )%       11.15
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Based on market price

    (0.26 )%      7.25     2.71      (7.53 )%       15.80
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

           

Total expenses

    2.87 %(d)(e)      3.10 %(e)       2.75      2.35      2.10
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed

    2.78 %(d)(e)      3.02 %(e)       2.67      2.27      2.02
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(f)(g)

    1.98 %(d)(e)      1.88 %(e)       1.78      1.75      1.83
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    3.14 %(e)       3.21 %(e)       3.63      3.87      3.98
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Supplemental Data

           

Net assets applicable to Common Shareholders, end of year (000)

  $ 31,512     $ 32,501     $ 31,008      $ 31,893      $ 33,202  
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 16,000     $ 16,000     $ 16,000      $ 16,000      $ 16,000  
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year

  $ 296,949     $ 303,130     $ 293,799      $ 299,333      $ 307,510  
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 2,999     $ 2,999     $ 2,637      $ 2,134      $ 1,500  
 

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    7     16     16      12      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)

Includes non-recurring expenses of reorganization costs. Without these costs, total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs would have been 2.62%, 2.53% and 1.73%, respectively.

(e)

Excludes 0.01% of expenses incurred indirectly as a result of investments in underlying funds.

(f)

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(g)

The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:

 

    Year Ended August 31,  
     2020      2019      2018      2017      2016  

Expense ratios

    1.67      1.45      1.38      1.31      1.39
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

68  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    MHE  
    Year Ended August 31,  
     2020     2019      2018      2017      2016  

Net asset value, beginning of year

  $ 14.13     $ 13.33      $ 13.98      $ 14.69      $ 13.89  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.48       0.50        0.55        0.62        0.65  

Net realized and unrealized gain (loss)

    (0.44     0.82        (0.62      (0.69      0.83  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    0.04       1.32        (0.07      (0.07      1.48  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders from net investment income(b)

    (0.49     (0.52      (0.58      (0.64      (0.68
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 13.68     $ 14.13      $ 13.33      $ 13.98      $ 14.69  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 13.24     $ 12.96      $ 12.38      $ 14.00      $ 15.32  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

            

Based on net asset value

    0.46     10.52      (0.41 )%       (0.34 )%       11.01
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    6.00     9.15      (7.64 )%       (4.30 )%       21.27
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

            

Total expenses

    2.64 %(d)(e)      2.89      2.50      2.17      1.77
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed

    2.64 %(d)(e)      2.89      2.50      2.17      1.77
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(f)

    1.52 %(d)(e)      1.29      1.20      1.18      1.15
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    3.53 %(e)       3.74      4.08      4.44      4.53
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

            

Net assets applicable to Common Shareholders, end of year (000)

  $ 32,432     $ 33,501      $ 31,609      $ 33,115      $ 34,772  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 18,500     $ 18,500      $ 18,500      $ 18,500      $ 18,500  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year

  $ 275,306     $ 281,087      $ 270,862      $ 279,002      $ 287,959  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 2,966     $ 3,137      $ 3,136      $ 1,421      $ 751  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    14     10      17      18      30
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

(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)

Includes non-recurring expenses of reorganization costs. Without these costs, total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs would have been 2.40%, 2.40% and 1.28%, respectively.

(e)

Excludes 0.01% of expenses incurred indirectly as a result of investments in underlying funds.

(f)

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

See notes to financial statements.

 

 

FINANCIAL HIGHLIGHTS

  69


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    MHN  
    Year Ended August 31,  
     2020      2019      2018      2017      2016  

Net asset value, beginning of year

  $ 15.31      $ 14.27      $ 14.93      $ 15.69      $ 14.81  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.60        0.55        0.60        0.69        0.75  

Net realized and unrealized gain (loss)

    (0.43      1.02        (0.64      (0.75      0.91  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    0.17        1.57        (0.04      (0.06      1.66  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders from net investment income(b)

    (0.56      (0.53      (0.62      (0.70      (0.78
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 14.92      $ 15.31      $ 14.27      $ 14.93      $ 15.69  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 13.79      $ 13.74      $ 12.35      $ 14.36      $ 15.04  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

             

Based on net asset value

    1.54      11.88      0.22      0.04      11.63
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    4.57      16.02      (9.82 )%       0.37      16.10
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

             

Total expenses

    2.15      2.62      2.45      2.13      1.68
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed

    2.09      2.55      2.36      2.05      1.62
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(d)(e)

    0.94      0.94      0.94      0.96      0.95
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    4.03      3.82      4.15      4.65      4.91
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

             

Net assets applicable to Common Shareholders, end of year (000)

  $ 464,504      $ 476,549      $ 444,369      $ 464,818      $ 488,318  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 243,600      $ 243,600      $ 243,600      $ 243,600      $ 243,600  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year

  $ 290,683      $ 295,628      $ 282,417      $ 290,812      $ 300,459  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 63,384      $ 55,899      $ 64,262      $ 70,007      $ 76,443  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    10      23      15      17      13
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(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 VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(e)

The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:

 

    Year Ended August 31,  
     2020      2019      2018      2017      2016  

Expense ratios

    0.93      0.93      0.94      0.95      0.94
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

70  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    BQH  
    Year Ended August 31,  
     2020     2019      2018      2017      2016  

Net asset value, beginning of year

  $ 16.49     $ 15.39      $ 16.11      $ 16.99      $ 15.75  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.56       0.54        0.60        0.67        0.71  

Net realized and unrealized gain (loss)

    (0.41     1.13        (0.69      (0.84      1.27  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    0.15       1.67        (0.09      (0.17      1.98  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders from net investment income(b)

    (0.59     (0.57      (0.63      (0.71      (0.74
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 16.05     $ 16.49      $ 15.39      $ 16.11      $ 16.99  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 15.96     $ 14.94      $ 13.01      $ 14.55      $ 15.70  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

            

Based on net asset value

    1.16     11.61      (0.03 )%       (0.47 )%       13.22
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    11.01     19.61      (6.44 )%       (2.73 )%       20.63
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

            

Total expenses

    3.00 %(d)       3.53      2.78      2.44      2.10
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed

    2.83 %(d)       3.19      2.61      2.28      2.07
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(e)(f)

    1.70 %(d)       1.55      1.26      1.24      1.48
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    3.48     3.45      3.84      4.21      4.31
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

            

Net assets applicable to Common Shareholders, end of year (000)

  $ 44,954     $ 46,174      $ 43,085      $ 45,113      $ 47,581  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 22,100     $ 22,100      $ 22,100      $ 22,100      $ 22,100  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year

  $ 303,411     $ 308,930      $ 294,954      $ 304,132      $ 315,300  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 10,600     $ 7,857      $ 6,560      $ 6,521      $ 6,381  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    20     24      11      17      13
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

(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)

Includes non-recurring expenses of reorganization costs. Without these costs, total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs would have been 2.67%, 2.50% and 1.37%, respectively.

(e)

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(f)

The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:

 

    Year Ended August 31,  
     2020      2019      2018      2017      2016  

Expense ratios

    1.69      1.55      1.26      1.24      1.41
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

FINANCIAL HIGHLIGHTS

  71


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    BSE  
    Year Ended August 31,  
     2020     2019      2018      2017      2016  

Net asset value, beginning of year

  $ 15.34     $ 14.35      $ 15.04      $ 15.84      $ 14.81  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.57       0.50        0.55        0.63        0.68  

Net realized and unrealized gain (loss)

    (0.43     0.98        (0.68      (0.80      1.03  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    0.14       1.48        (0.13      (0.17      1.71  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders from net investment income(b)

    (0.51     (0.49      (0.56      (0.63      (0.68
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 14.97     $ 15.34      $ 14.35      $ 15.04      $ 15.84  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 13.33     $ 13.86      $ 12.65      $ 13.55      $ 14.84  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

            

Based on net asset value

    1.36     11.02      (0.33 )%       (0.55 )%       12.22
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    (0.11 )%      13.79      (2.47 )%       (4.36 )%       19.87
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

            

Total expenses

    2.22 %(d)       2.75      2.41      2.10      1.76
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed

    2.22 %(d)       2.75      2.41      2.09      1.75
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(e)(f)

    1.18 %(d)       1.17      1.10      1.10      1.17
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    3.82     3.46      3.77      4.23      4.40
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

            

Net assets applicable to Common Shareholders, end of year (000)

  $ 97,632     $ 100,005      $ 93,532      $ 98,076      $ 103,296  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 40,500     $ 40,500      $ 40,500      $ 40,500      $ 40,500  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year

  $ 341,066     $ 346,926      $ 330,943      $ 342,162      $ 355,052  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 25,513     $ 22,050      $ 21,702      $ 20,604      $ 21,873  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    13     24      16      13      8
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

(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)

Includes non-recurring expenses of reorganization costs. Without these costs, total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs would have been 2.16%, 2.16% and 1.12%, respectively.

(e)

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(f)

The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:

 

    Year Ended August 31,  
     2020      2019      2018      2017      2016  

Expense ratios

    1.17      1.17      1.10      1.10      1.12
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

72  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    BFY  
    Year Ended August 31,  
     2020     2019      2018      2017      2016  

Net asset value, beginning of year

  $ 15.92     $ 14.97      $ 15.71      $ 16.58      $ 15.57  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.66       0.60        0.64        0.71        0.78  

Net realized and unrealized gain (loss)

    (0.57     0.94        (0.72      (0.82      1.06  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    0.09       1.54        (0.08      (0.11      1.84  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders from net investment income(b)

    (0.62     (0.59      (0.66      (0.76      (0.83
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 15.39     $ 15.92      $ 14.97      $ 15.71      $ 16.58  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 13.99     $ 14.21      $ 12.77      $ 15.51      $ 17.01  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

            

Based on net asset value

    1.01     11.14      (0.08 )%       (0.37 )%       12.24
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    2.87     16.29      (13.66 )%       (4.13 )%       26.61
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

            

Total expenses

    2.35 %(d)       2.91      2.57      2.21      1.86
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed

    2.35 %(d)       2.91      2.56      2.21      1.85
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(e)(f)

    1.24 %(d)       1.22      1.13      1.12      1.23
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    4.25     3.96      4.20      4.60      4.83
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

            

Net assets applicable to Common Shareholders, end of year (000)

  $ 77,018     $ 79,658      $ 74,931      $ 78,641      $ 82,927  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 44,400     $ 44,400      $ 44,400      $ 44,400      $ 44,400  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year

  $ 273,464     $ 279,411      $ 268,764      $ 277,119      $ 286,771  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 12,570     $ 8,059      $ 7,475      $ 7,817      $ 8,061  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    17     26      12      14      17
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

(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)

Includes non-recurring expenses of reorganization costs. Without these costs, total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs would have been 2.28%, 2.28% and 1.17%, respectively.

(e)

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(f)

The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:

 

    Year Ended August 31,  
     2020      2019      2018      2017      2016  

Expense ratios

    1.23      1.22      1.13      1.12      1.16
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

FINANCIAL HIGHLIGHTS

  73


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    BHV  
    Year Ended August 31,  
     2020     2019      2018      2017      2016  

Net asset value, beginning of year

  $ 15.64     $ 14.97      $ 15.75      $ 16.56      $ 15.90  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income(a)

    0.55       0.58        0.69        0.78        0.81  

Net realized and unrealized gain (loss)

    (0.26     0.74        (0.69      (0.83      0.66  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) from investment operations

    0.29       1.32               (0.05      1.47  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Distributions to Common Shareholders from net investment income(b)

    (0.55     (0.65      (0.78      (0.76      (0.81
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

  $ 15.38     $ 15.64      $ 14.97      $ 15.75      $ 16.56  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Market price, end of year

  $ 16.09     $ 16.54      $ 16.56      $ 18.68      $ 19.14  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return Applicable to Common Shareholders(c)

            

Based on net asset value

    1.87     8.94      (0.20 )%       (0.44 )%       9.05
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Based on market price

    0.77     4.15      (6.91 )%       2.17      20.00
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders

            

Total expenses

    2.86 %(d)       3.37      2.94      2.46      2.16
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed

    2.64 %(d)       3.15      2.72      2.25      1.95
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(e)(f)

    1.69 %(d)       1.82      1.70      1.61      1.70
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income to Common Shareholders

    3.63 %(d)       3.88      4.51      4.95      5.00
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Supplemental Data

            

Net assets applicable to Common Shareholders, end of year (000)

  $ 24,728     $ 25,119      $ 24,006      $ 25,216      $ 26,462  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)

  $ 11,600     $ 11,600      $ 11,600      $ 11,600      $ 11,600  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year

  $ 313,171     $ 316,539      $ 306,947      $ 317,375      $ 328,121  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Borrowings outstanding, end of year (000)

  $ 4,876     $ 5,396      $ 5,396      $ 4,360      $ 3,860  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    28     17      26      10      6
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

(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)

Excludes 0.01% of expenses incurred indirectly as a result of investments in underlying funds.

(e)

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(f)

The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:

 

    Year Ended August 31,  
     2020      2019      2018      2017      2016  

Expense ratios

    1.40      1.42      1.32      1.22      1.30
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

74  

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 Maryland Municipal Bond Trust

    BZM        Delaware        Non-diversified  

BlackRock Massachusetts Tax-Exempt Trust

    MHE        Massachusetts        Non-diversified  

BlackRock MuniHoldings New York Quality Fund, Inc.

    MHN        Maryland        Non-diversified  

BlackRock New York Municipal Bond Trust

    BQH        Delaware        Diversified  

BlackRock New York Municipal Income Quality Trust

    BSE        Delaware        Non-diversified  

BlackRock New York Municipal Income Trust II

    BFY        Delaware        Non-diversified  

BlackRock Virginia Municipal Bond Trust

    BHV        Delaware        Non-diversified  

The Boards of Directors and Boards of Trustees of the Trusts are collectively referred to throughout this report as 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.

On June 16, 2020, the Board of Trustees of BZM and the Board of Directors of BlackRock MuniYield Quality Fund, Inc. (MQY) each approved the reorganization of BZM into MQY. Subject to approvals by each Trust’s shareholders and the satisfaction of customary closing conditions, the reorganization is expected to occur during the first quarter of 2021.

On June 16, 2020, the Board of Trustees of MHE and the Board of Directors of BlackRock MuniYield Quality Fund, Inc. (MQY) each approved the reorganization of MHE into MQY. Subject to approvals by each Trust’s shareholders and the satisfaction of customary closing conditions, the reorganization is expected to occur during the first quarter of 2021.

On May 11, 2020, the Board of Trustees of BQH and the Board of Trustees of BlackRock Multi-State Municipal Series Trust, on behalf of BlackRock New York Municipal Opportunities Fund (“NYMO”), each approved the reorganization of BQH into NYMO. Shareholders of BQH approved the reorganization on August 21, 2020, and the reorganization is expected to be effective on October 26, 2020.

On June 16, 2020, the Board of Trustees of BSE and the Board of Trustees of BlackRock New York Municipal Income Trust (BNY) each approved the reorganization of BSE into BNY. Subject to approvals by each Trust’s shareholders and the satisfaction of customary closing conditions, the reorganization is expected to occur during the first quarter of 2021.

On June 16, 2020, the Board of Trustees of BFY and the Board of Trustees of BlackRock New York Municipal Income Trust (BNY) each approved the reorganization of BFY into BNY. Subject to approvals by each Trust’s shareholders and the satisfaction of customary closing conditions, the reorganization is expected to occur during the first quarter of 2021.

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, if any, 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 investments 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 monthly and paid monthly. Distributions of capital gains are recorded on the ex-dividend date and made at least annually. The portion of distributions, if any, that exceeds a fund’s current and accumulated earnings and profits, as measured on a tax basis, constitute a non-taxable return of capital. 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.

 

 

NOTES TO FINANCIAL STATEMENTS

  75


Notes to Financial Statements  (continued)

 

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, if any, 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 August 31, 2020. The adjusted cost basis of securities at August 31, 2019 are as follows:

 

Trust Name   Amounts  

BZM

  $ 47,793,567  

MHE

    49,852,405  

MHN

    704,696,441  

BQH

    68,195,092  

BSE

    148,154,376  

BHV

    38,794,268  

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 net asset value of the Trusts.

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) each day that the Trust is open for business and, for financial reporting purposes, as of the report date. 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:

 

   

Fixed-income investments for which market quotations are readily available are generally valued using the last available bid prices or current market quotations provided by independent dealers or third party pricing services. Floating rate loan interests are valued at the mean of the bid prices from one or more independent brokers or dealers as obtained from a third party pricing service. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a fund may hold or transact in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values, including transaction data (e.g., recent representative bids and offers), market data, credit quality information, perceived market movements, news, and other relevant information. Certain fixed-income securities, including asset-backed and mortgage related securities may be valued based on valuation models that consider the estimated cash flows of each tranche of the entity, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche. The amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity.

 

   

Investments in open-end U.S. mutual funds (including money market funds) are valued at that day’s published NAV.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such investment, 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.

 

 

76  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements  (continued)

 

Fair Value Hierarchy: Various inputs are used in determining the fair value of financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial reporting 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 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 financial instruments is based on the pricing transparency of the 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 fund 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 fund may be required to pay more at settlement than the security is worth. In addition, a fund is not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, a fund 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 fund’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 funds 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 funds 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 fund provide the fund 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 funds may withdraw a corresponding share of the municipal bonds from the TOB Trust. Other funds managed by the investment adviser may also contribute municipal bonds to a TOB Trust into which a fund 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 funds 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 fund, 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 fund’s investment policies and restrictions expressly permit investments in inverse floating rate securities, such as TOB Residuals, they restrict the ability of a fund to borrow money for purposes of making investments. MHE’s management believes that the Trust’s restrictions on borrowings do not apply to the Trust’s TOB Trust transactions. Each fund’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 fund. A fund 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 fund’s Schedule 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 fund’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.

 

 

NOTES TO FINANCIAL STATEMENTS

  77


Notes to Financial Statements  (continued)

 

Interest income, including amortization and accretion of premiums and discounts, from the underlying municipal bonds is recorded by a fund 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, a fund incurred non-recurring, legal and restructuring fees, which are recorded as interest expense, fees and amortization of offering costs in the Statements of Operations.

Amounts recorded within interest expense, fees and amortization of offering costs in the Statements of Operations are:

 

Trust Name   Interest Expense      Liquidity Fees      Other Expenses      Total  

BZM

  $ 30,778      $ 13,778      $ 3,739      $ 48,295  

MHE

    30,567        11,191        5,351        47,109  

MHN

    583,381        248,082        84,056        915,519  

BQH

    85,342        35,143        12,475        132,960  

BSE

    232,994        104,469        29,905        367,368  

BFY

    92,056        40,172        13,261        145,489  

BHV

    53,691        22,202        7,227        83,120  

For the year ended August 31, 2020, the following table is a summary of each Trust’s TOB Trusts:

 

Trust Name   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
 

BZM

  $ 5,763,454      $ 2,999,064        0.12% — 0.34   $ 2,999,064        1.61

MHE

    5,053,909        2,965,857        0.12 — 0.15       3,060,732        1.54  

MHN

    118,445,997        63,384,372        0.12 — 0.24       59,307,098        1.54  

BQH

    19,213,062        10,600,472        0.10 — 0.27       8,985,356        1.48  

BSE

    46,394,173        25,513,190        0.10 — 0.27       23,883,119        1.54  

BFY

    22,959,218        12,569,988        0.10 — 0.27       9,953,831        1.46  

BHV

    9,480,756        4,876,042        0.12 — 0.34       5,221,550        1.59  

 

  (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 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 funds, 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 funds, 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 fund invests in a TOB Trust on a recourse basis, a fund enters into a reimbursement agreement with the Liquidity Provider where a fund 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 fund invests in a recourse TOB Trust, a fund 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 fund at August 31, 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 fund at August 31, 2020.

 

For the year ended August 31, 2020, the following table is a summary of each Trust’s Loan for TOB Trust Certificates:

 

Trust Name   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
 

MHN

  $          $  10,830        0.71

BQH

                 462        0.71  

BSE

                 2,565        0.71  

BFY

                 4,254        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 (“OTC”).

 

 

78  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements  (continued)

 

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, are 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 for MHE and MHN, pays the Manager a monthly fee at an annual rate equal to a percentage of each Trust’s average weekly managed assets. For such services, MHE and MHN each pays the Manager a monthly fee at an annual rate equal to a percentage of each Trust’s average daily net assets. The Trusts pay their respective fees based on the following annual rates:

 

Trust Name   Investment
Advisory Fees
 

BZM

    0.65

MHE

    0.50  

MHN

    0.55  

BQH

    0.65  

BSE

    0.55  

BFY

    0.55  

BHV

    0.65  

For purposes of calculating these fees, “net assets” mean the total assets of the Trust minus the sum of its accrued liabilities (which does not include 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 stock (other than accumulated dividends) and TOB Trusts is not considered a liability in determining a Trust’s net asset value. 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).

Expense Limitations, Waivers and Reimbursements: With respect to BZM, BQH and BHV, the Manager voluntarily agreed to waive a portion of its investment advisory fees as a percentage of each Trust’s average weekly managed assets as follows:

 

     BZM     BQH     BHV  

Waiver

    0.08     0.10     0.13

This voluntary waiver may be reduced or discontinued at any time. Prior to June 1, 2020, BZM’s voluntary investment advisory fee waiver as a percentage of average weekly managed assets was 0.05%. For the year ended August 31, 2020, the investment advisory fees waived, which are included in fees waived and/or reimbursed by the Manager in the Statements of Operations, were as follows:

 

Trust Name   Amounts Waived  

BZM

  $ 29,067  

BQH

    75,988  

BHV

    53,670  

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, 2022. 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 August 31, 2020, the amounts waived were as follows:

 

 

NOTES TO FINANCIAL STATEMENTS

  79


Notes to Financial Statements  (continued)

 

Trust Name   Amounts Waived  

BZM

  $ 774  

MHE

    986  

MHN

    868  

BQH

    258  

BSE

    93  

BFY

    347  

BHV

    893  

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, 2022. 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 August 31, 2020, there were no fees waived by the Manager pursuant to this arrangement.

The Manager, for MHN, voluntarily agreed to waive its investment advisory fee on the proceeds of the Preferred Shares and TOB Trusts that exceed 35% of total assets minus the sum of its accrued liabilities (which does not include liabilities represented by TOB Trusts and the liquidation preference of any outstanding preferred shares). The voluntary waiver may be reduced or discontinued at any time without notice. This amount is included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended August 31, 2020 the waiver was $291,643.

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 August 31, 2020, purchases and sales of investments, excluding short-term investments, were as follows:

 

Trust Name   Purchases      Sales  

BZM

  $ 3,263,572      $ 3,383,820  

MHE

    7,318,951        10,399,654  

MHN

    83,648,017        74,494,258  

BQH

    16,768,962        14,731,237  

BSE

    23,118,954        20,563,040  

BFY

    26,201,057        22,652,354  

BHV

    11,212,469        12,149,533  

 

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 a period of three fiscal years after they are filed. 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 August 31, 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:

 

     BZM     MHE     MHN     BQH     BSE     BFY     BHV  

Paid-in capital

  $ (80,969   $ (82,255   $ (15,484   $ (177,278   $ (61,133   $ (56,528   $ (2,591

Accumulated earnings (loss)

    80,969       82,255       15,484       177,278       61,133       56,528       2,591  

The tax character of distributions paid was as follows:

 

     Periods      BZM      MHE      MHN      BQH      BSE      BFY      BHV  

Tax-exempt income(a)

    08/31/20      $ 1,187,512      $ 1,460,683      $ 21,666,721      $ 2,000,917      $ 3,960,878      $ 3,774,026      $ 1,023,619  
    08/31/19        1,394,694        1,677,271        22,568,116        2,122,477        4,164,518        4,035,096        1,247,916  

Ordinary income(b)

    08/31/20        612        11,657        8,370        1,772        1,565        2,799        377  
    08/31/19        42,654        588        13,395        7,391        962        6,744        1,400  

Long-term capital gains

    08/31/19        123,967                                            
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

    08/31/20      $ 1,188,124      $ 1,472,340      $ 21,675,091      $ 2,002,689      $ 3,962,443      $ 3,776,825      $ 1,023,996  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
    08/31/19      $ 1,561,315      $ 1,677,859      $ 22,581,511      $ 2,129,868      $ 4,165,480      $ 4,041,840      $ 1,249,316  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

The Trusts designate these amounts paid during the fiscal year ended August 31, 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 for non-US residents and are eligible for exemption from US withholding tax for nonresident aliens and foreign corporations.

 

 

 

80  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements   (continued)

 

As of period end, the tax components of accumulated earnings (loss) were as follows:

 

     BZM     MHE     MHN     BQH     BSE     BFY     BHV  

Undistributed tax-exempt income

  $ 200,366     $ 152,225     $ 1,896,200     $ 231,386     $ 379,492     $ 650,476     $ 34,167  

Undistributed ordinary income

    52       60       584             173       1,134       39  

Non-expiring capital loss carryforwards(a)

    (689,345     (980,224     (24,801,696     (1,797,273     (3,303,628     (3,171,135     (1,038,401

Net unrealized gains(b)

    2,575,931       4,044,571       54,792,594       7,009,291       11,368,205       9,969,571       2,830,647  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $  2,087,004     $  3,216,632     $  31,887,682     $  5,443,404     $  8,444,242     $  7,450,046     $  1,826,452  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (a) 

Amounts available to offset future realized capital gains.

 
  (b) 

The difference between book-basis and tax-basis net unrealized gains was attributable primarily to the tax deferral of losses on wash sales, amortization and accretion methods of premiums and discounts on fixed income securities, the treatment of residual interests in tender option bond trusts and the deferral of compensation to trustees.

 

As of August 31, 2020, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:

 

     BZM     MHE     MHN     BQH     BSE     BFY     BHV  

Tax cost

  $  44,604,360     $  46,434,676     $  647,944,671     $  59,707,142     $  125,385,484     $  110,605,746     $  33,149,457  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross unrealized appreciation

  $ 2,834,356     $ 4,091,053     $ 55,587,763     $ 7,095,824     $ 11,517,492     $ 10,113,546     $ 2,870,937  

Gross unrealized depreciation

    (245,781     (46,482     (538,367     (74,166     (138,763     (130,478     (30,906
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net unrealized appreciation (depreciation)

  $ 2,588,575     $ 4,044,571     $ 55,049,396     $ 7,021,658     $ 11,378,729     $ 9,983,068     $ 2,840,031  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

9.

PRINCIPAL RISKS

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.

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 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.

Market Risk: 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

 

 

NOTES TO FINANCIAL STATEMENTS

  81


Notes to Financial Statements   (continued)

 

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.

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 duration of this pandemic and its effects cannot be determined with certainty.

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, including making timely interest and/or principal payments or otherwise honor its obligations. 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.

Municipal securities are subject to the risk that litigation, legislation or other political events, local business or economic conditions, credit rating downgrades, or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. Municipal securities can be significantly affected by political or economic changes, including changes made in the law after issuance of the securities, as well as uncertainties in the municipal market related to, taxation, legislative changes or the rights of municipal security holders, including in connection with an issuer insolvency. Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the tax benefits supporting the project or assets or the inability to collect revenues for the project or from the assets. Municipal securities may be less liquid than taxable bonds, and there may be less publicly available information on the financial condition of municipal security issuers than for issuers of other securities.

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within certain Trust’s portfolio are disclosed in its Schedule of Investments.

Certain Trusts invest a substantial amount of their assets in issuers located in a single state or limited number of states. When a Trust concentrates its investments in this manner, it assumes the risk that economic, regulatory, political or social conditions affecting that state or group of states could have a significant impact on the fund and could affect the income from, or the value or liquidity of, the fund’s portfolio. Investment percentages in specific states or U.S. territories are presented in the Schedules of Investments.

Certain Trusts invest a significant portion of their assets in securities within a single or limited number of market sectors. When a Trust concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the Trust and could affect the income from, or the value or liquidity of, the Trust’s portfolio. Investment percentages in specific sectors are presented in the Schedules of Investments.

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.

LIBOR Transition Risk: The United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”) by the end of 2021, and it is expected that LIBOR will cease to be published after that time. The Trusts may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against, instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Trusts is uncertain.

 

10.

CAPITAL SHARE TRANSACTIONS

Each Trust, except for MHN, is authorized to issue an unlimited number of Shares, all of which were initially classified as Common Shares. MHN 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 MHE and MHN, which is

$0.01 and $0.10, respectively. The par value for each Trust’s Preferred Shares outstanding is $0.001, except for MHE and MHN, which is $0.01 and $0.10, respectively. The Board is authorized, however, to reclassify any unissued Common Shares to Preferred Shares without the approval of Common Shareholders.

 

 

82  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements   (continued)

 

Common Shares

For the years shown, shares issued and outstanding increased by the following amounts as a result of dividend reinvestment:

 

     Year Ended  
Trust Name   08/31/20      08/31/19  

BZM

    737        425  

BHV

    1,874        2,473  

For the years ended August 31, 2020 and August 31, 2019, shares issued and outstanding remained constant for MHN, BQH, MHE, BFY and BSE.

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 August 31, 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 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

Each Trust (for purposes of this section, a “VRDP Trust”), have 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:

 

Trust Name

 

Issue

Date

    

Shares

Issued

    

Aggregate

Principal

    

Maturity

Date

 

BZM

    06/14/12        160      $ 16,000,000        07/01/42  

MHE

    06/14/12        185        18,500,000        07/01/42  

MHN

    06/30/11        2,436        243,600,000        07/01/41  

BQH

    09/15/11        221        22,100,000        10/01/41  

BSE

    09/15/11        405        40,500,000        10/01/41  

BFY

    09/15/11        444        44,400,000        10/01/41  

BHV

    06/14/12        116        11,600,000        07/01/42  

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:

 

     BZM      MHE      MHN      BQH      BSE      BFY      BHV  

Expiration date

    07/09/21        07/02/21        04/30/21        04/30/21        04/30/21        04/30/21        07/09/21  

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.

 

 

NOTES TO FINANCIAL STATEMENTS

  83


Notes to Financial Statements   (continued)

 

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:

 

Trust Name  

Moody’s Investors

Service, Inc.

Long-Term

Ratings

    

Fitch Ratings, Inc.

Long-Term

Ratings

 

BZM

    Aa2        AAA  

MHE

    Aa2        AAA  

MHN

    Aa2        AAA  

BQH

    Aa2        AAA  

BSE

    Aa2        AAA  

BFY

    Aa2        AAA  

BHV

    Aa2        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 Investors Service (“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. As of period end, the following VRDP Trusts have commenced or are set to commence a special rate period:

 

Trust Name

 

Commencement

Date

    

Expiration Date as

of Period Ended

08/31/20

 

BZM

    06/25/20        06/25/21  

MHE

    06/14/12        06/17/21  

MHN

    04/17/14        04/15/21  

BQH

    10/22/15        04/15/21  

BSE

    10/22/15        04/15/21  

BFY

    10/22/15        04/15/21  

BHV

    06/25/20        06/25/21  

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 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.

 

     BZM     MHE     MHN     BQH     BSE     BFY     BHV  

Dividend rates

    1.26     1.69     1.80     1.57     1.57     1.57     1.26

For the year ended August 31, 2020, VRDP Shares issued and outstanding of each VRDP Trust remained constant.

Offering Costs: The Trusts incurred costs in connection with the issuance of VRDP 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 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 Shares are considered debt of the issuer; therefore, the liquidation preference, which approximates fair value of the VRDP 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

 

 

84  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Notes to Financial Statements   (continued)

 

Statements of Assets and Liabilities, and the dividends accrued and paid on the VRDP Shares are included as a component of interest expense, fees and amortization of offering costs in the Statements of Operations. The VRDP Shares are treated as equity for tax purposes. Dividends paid to holders of the VRDP Shares are generally classified as tax-exempt income for tax-reporting purposes. Dividends and amortization of deferred offering costs on VRDP Shares are included in interest expense, fees and amortization of offering costs in the Statements of Operations:

 

Trust Name  

Dividends Accrued

    

Deferred Offering

Costs Amortization

 

BZM

  $ 201,826      $ 3,045  

MHE

    312,910        3,345  

MHN

    4,396,818        15,484  

BQH

    347,827        28,996  

BSE

    637,418        6,266  

BFY

    698,798        6,348  

BHV

    146,322        2,592  

 

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(a)  
Trust Name   Paid(b)      Declared(c)      Declared(d)      Shares      Series      Declared  

BZM

  $  0.042500      $  0.046000      $        VRDP        W-7      $ 13,762  

MHE

    0.043000        0.043000               VRDP        W-7        12,879  

MHN

    0.051500        0.054500               VRDP        W-7        187,559  

BQH

    0.053000        0.053000        0.069000        VRDP        W-7        17,016 (e) 

BSE

    0.048500        0.052500               VRDP        W-7        31,183  

BFY

    0.056500        0.060500               VRDP        W-7        34,186  

BHV

    0.045500        0.045500               VRDP        W-7        9,977  

 

  (a) 

Dividends declared for period September 1, 2020 to September 30, 2020.

 
  (b) 

Net investment income dividend paid on October 1, 2020 to Common Shareholders of record on September 15, 2020.

 
  (c) 

Net investment income dividend declared on October 1, 2020, payable to Common Shareholders of record on October 15, 2020 (October 13, 2020 for BQH).

 
  (d)

Net investment income special dividend declared on October 1, 2020, payable to Common Shareholders of record on October 13, 2020.

 
  (e) 

All VRDP shares for BQH were redeemed on October 1, 2020.

 

On September 28, 2020, each Trust announced a continuation of its open market share repurchase program. Commencing on December 1, 2020, each Trust may repurchase through November 30, 2021, up to 5% of its common shares outstanding as of the close of business on November 30, 2020, subject to certain conditions. There is no assurance that the Trusts will purchase shares in any particular amounts.

 

 

NOTES TO FINANCIAL STATEMENTS

  85


Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors/Trustees of BlackRock Maryland Municipal Bond Trust, BlackRock Massachusetts Tax-Exempt Trust, BlackRock MuniHoldings New York Quality Fund, Inc., BlackRock New York Municipal Bond Trust, BlackRock New York Municipal Income Quality Trust, BlackRock New York Municipal Income Trust II, and BlackRock Virginia Municipal Bond Trust:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of BlackRock Maryland Municipal Bond Trust, BlackRock Massachusetts Tax-Exempt Trust, BlackRock MuniHoldings New York Quality Fund, Inc., BlackRock New York Municipal Bond Trust, BlackRock New York Municipal Income Quality Trust, BlackRock New York Municipal Income Trust II, and BlackRock Virginia Municipal Bond Trust (the “Funds”), including the schedules of investments, as of August 31, 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 August 31, 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 August 31, 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

October 21, 2020

We have served as the auditor of one or more BlackRock investment companies since 1992.

 

 

86  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Disclosure of Investment Advisory Agreements  

 

The Boards of Directors/Trustees, as applicable (collectively, the “Board,” the members of which are referred to as “Board Members”) of BlackRock Maryland Municipal Bond Trust (“BZM”), BlackRock Massachusetts Tax-Exempt Trust (“MHE”), BlackRock MuniHoldings New York Quality Fund, Inc. (“MHN”), BlackRock New York Municipal Bond Trust (“BQH”), BlackRock New York Municipal Income Quality Trust (“BSE”), BlackRock New York Municipal Income Trust II (“BFY”) and BlackRock Virginia Municipal Bond Trust (“BHV” and together with BZM, MHE, MHN, BQH, BSE and BFY, the “Funds” and each, a “Fund”) met on April 16, 2020 (the “April Meeting”) and May 20-21, 2020 (the “May Meeting”) to consider the approval of the investment advisory agreements (the “Advisory Agreements” or the “Agreements”) between each Fund and BlackRock Advisors, LLC (the “Manager” or “BlackRock”), each Fund’s investment advisor.

Activities and Composition of the Board

On the date of the May Meeting, the Board consisted of ten individuals, eight of whom were not “interested persons” of each Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”). The Board Members are responsible for the oversight of the operations of each Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Co-Chairs of the Board are Independent Board Members. The Board has established five standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the Executive Committee, which also has one interested Board Member).

The Agreements

Consistent with the requirements of the 1940 Act, the Board considers the continuation of the Agreements on an annual basis. The Board has four quarterly meetings per year, each typically extending for two days, and additional in-person and telephonic meetings throughout the year, as needed. While the Board also has a fifth one-day meeting to consider specific information surrounding the renewal of the Agreements, the Board’s consideration entails a year-long deliberative process whereby the Board and its committees assess BlackRock’s services to each Fund. In particular, the Board assessed, among other things, the nature, extent and quality of the services provided to each Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; accounting oversight; administrative and shareholder services; oversight of each Fund’s service providers; risk management and oversight; and legal, regulatory and compliance services. Throughout the year, including during the contract renewal process, the Independent Board Members were advised by independent legal counsel, and met with independent legal counsel in various executive sessions outside of the presence of BlackRock’s management.

During the year, the Board, acting directly and through its committees, considers information that is relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to each Fund and its shareholders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. This additional information is discussed further in the section titled “Board Considerations in Approving the Agreements.” Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year, and/or since inception periods, as applicable, against peer funds, applicable benchmarks, and other performance metrics, as applicable, as well as BlackRock senior management’s and portfolio managers’ analyses of the reasons for any outperformance or underperformance relative to its peers, benchmarks, and other performance metrics, as applicable; (b) leverage management, as applicable; (c) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by each Fund for services; (d) Fund operating expenses and how BlackRock allocates expenses to each Fund; (e) the resources devoted to risk oversight of, and compliance reports relating to, implementation of each Fund’s investment objective, policies and restrictions, and meeting regulatory requirements; (f) BlackRock’s and each Fund’s adherence to applicable compliance policies and procedures; (g) the nature, character and scope of non-investment management services provided by BlackRock and its affiliates and the estimated cost of such services; (h) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (i) BlackRock’s implementation of the proxy voting policies approved by the Board; (j) execution quality of portfolio transactions; (k) BlackRock’s implementation of each Fund’s valuation and liquidity procedures; (l) an analysis of management fees for products with similar investment mandates across the open-end fund, closed-end fund, sub-advised mutual fund, collective investment trust and institutional separate account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to each Fund; (m) BlackRock’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage; (n) periodic updates on BlackRock’s business; and (o) each Fund’s market discount/premium compared to peer funds.

Board Considerations in Approving the Agreements

The Approval Process: Prior to the April Meeting, the Board requested and received materials specifically relating to the Agreements. The Independent Board Members are continuously engaged in a process with their independent legal counsel and BlackRock to review the nature and scope of the information provided to the Board to better assist its deliberations. The materials provided in connection with the April Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), based on Lipper classifications, regarding each Fund’s fees and expenses as compared with a peer group of funds as determined by Broadridge (“Expense Peers”) and the investment performance of each Fund as compared with a peer group of funds (“Performance Peers”); (b) information on the composition of the Expense Peers and Performance Peers and a description of Broadridge’s methodology; (c) information on the estimated profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (d) a general analysis provided by BlackRock concerning investment management fees received in connection with other types of investment products, such as institutional accounts, sub-advised mutual funds, closed-end funds, and open-end funds, under similar investment mandates, as applicable; (e) a review of non-management fees; (f) the existence, impact and sharing of potential economies of scale, if any, with each Fund; (g) a summary of aggregate amounts paid by each Fund to BlackRock; and (h) various additional information requested by the Board as appropriate regarding BlackRock’s and each Fund’s operations.

At the April Meeting, the Board reviewed materials relating to its consideration of the Agreements. As a result of the discussions that occurred during the April Meeting, and as a culmination of the Board’s year-long deliberative process, the Board presented BlackRock with questions and requests for additional information. BlackRock responded to these questions and requests with additional written information in advance of the May Meeting. Topics covered included: (a) the methodology for measuring estimated fund profitability; (b) fund expenses and potential fee waivers; (c) differences in services provided and management fees between closed-end funds and other product channels; and (d) BlackRock’s option overwrite strategy.

 

 

DISCLOSURE OF INVESTMENT ADVISORY AGREEMENTS

  87


Disclosure of Investment Advisory Agreements  (continued)

 

At the May Meeting, the Board concluded its assessment of, among other things: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of each Fund as compared to its Performance Peers and to other metrics, as applicable; (c) the advisory fee and the estimated cost of the services and estimated profits realized by BlackRock and its affiliates from their relationship with each Fund; (d) each Fund’s fees and expenses compared to its Expense Peers; (e) the existence and sharing of potential economies of scale; (f) any fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with each Fund; and (g) other factors deemed relevant by the Board Members.

The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management, and BlackRock’s services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRock’s personnel to engage in open, candid discussions with the Board. The Board did not identify any particular information as determinative, and each Board Member may have attributed different weights to the various items considered.

A. Nature, Extent and Quality of the Services Provided by BlackRock

The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services, and the resulting performance of each Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of closed-end funds, relevant benchmarks, and performance metrics, as applicable. The Board met with BlackRock’s senior management personnel responsible for investment activities, including the senior investment officers. The Board also reviewed the materials provided by each Fund’s portfolio management team discussing each Fund’s performance, investment strategies and outlook.

The Board considered, among other factors, with respect to BlackRock: the number, education and experience of investment personnel generally and each Fund’s portfolio management team; research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRock’s compensation structure with respect to each Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.

In addition to investment advisory services, the Board considered the nature and quality of the administrative and other non-investment advisory services provided to each Fund. BlackRock and its affiliates provide each Fund with certain administrative, shareholder and other services (in addition to any such services provided to each Fund by third-parties) and officers and other personnel as are necessary for the operations of each Fund. In particular, BlackRock and its affiliates provide each Fund with administrative services including, among others: (i) responsibility for disclosure documents, such as the prospectus and the statement of additional information in connection with the initial public offering and periodic shareholder reports; (ii) preparing communications with analysts to support secondary market trading of each Fund; (iii) oversight of daily accounting and pricing; (iv) responsibility for periodic filings with regulators and stock exchanges; (v) overseeing and coordinating the activities of third-party service providers including, among others, each Fund’s custodian, fund accountant, transfer agent, and auditor; (vi) organizing Board meetings and preparing the materials for such Board meetings; (vii) providing legal and compliance support; (viii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain closed-end funds; and (ix) performing or managing administrative functions necessary for the operation of each Fund, such as tax reporting, expense management, fulfilling regulatory filing requirements, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal & compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.

B. The Investment Performance of each Fund and BlackRock

The Board, including the Independent Board Members, also reviewed and considered the performance history of each Fund. In preparation for the April Meeting, the Board was provided with reports independently prepared by Broadridge, which included an analysis of each Fund’s performance as of December 31, 2019, as compared to its Performance Peers. The performance information is based on net asset value (NAV), and utilizes Lipper data. Lipper’s methodology calculates a fund’s total return assuming distributions are reinvested on the ex-date at a fund’s ex-date NAV. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, the Board received and reviewed information regarding the investment performance of each Fund as compared to its Performance Peers and a custom peer group of funds as defined by BlackRock (“Customized Peer Group”) and a composite measuring a blend of total return and yield (“Composite”). The Board and its Performance Oversight Committee regularly review and meet with Fund management to discuss the performance of each Fund throughout the year.

In evaluating performance, the Board focused particular attention on funds with less favorable performance records. The Board also noted that while it found the data provided by Broadridge generally useful, it recognized the limitations of such data, including in particular, that notable differences may exist between a fund and its Performance Peers (for example, the investment objectives and strategies). Further, the Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. The Board also acknowledged that long-term performance could be impacted by even one period of significant outperformance or underperformance, and that a single investment theme could have the ability to disproportionately affect long-term performance.

The Board noted that for each of the one-, three- and five-year periods reported, BZM ranked in the third quartile against its Customized Peer Group Composite. The Board noted that BlackRock believes that the Customized Peer Group Composite is an appropriate performance metric for BZM, and that BlackRock has explained its rationale for this belief to the Board. The Board and BlackRock reviewed BZM’s underperformance relative to its Customized Peer Group Composite during the applicable periods.

The Board noted that for each of the one-, three- and five-year periods reported, MHE ranked in the second quartile against its Customized Peer Group Composite. The Board noted that BlackRock believes that the Customized Peer Group Composite is an appropriate performance metric for MHE, and that BlackRock has explained its rationale for this belief to the Board.

 

 

88  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Disclosure of Investment Advisory Agreements  (continued)

 

The Board noted that for the one-, three- and five-year periods reported, MHN ranked in the second, second, and first quartiles, respectively, against its Customized Peer Group Composite. The Board noted that BlackRock believes that the Customized Peer Group Composite is an appropriate performance metric for MHN, and that BlackRock has explained its rationale for this belief to the Board.

The Board noted that for each of the one-, three- and five-year periods reported, BQH ranked in the second quartile against its Customized Peer Group Composite. The Board noted that BlackRock believes that the Customized Peer Group Composite is an appropriate performance metric for BQH, and that BlackRock has explained its rationale for this belief to the Board.

The Board noted that for each of the one-, three- and five-year periods reported, BSE ranked in the second quartile against its Customized Peer Group Composite. The Board noted that BlackRock believes that the Customized Peer Group Composite is an appropriate performance metric for BSE, and that BlackRock has explained its rationale for this belief to the Board.

The Board noted that for the one-, three- and five-year periods reported, BFY ranked in the second, first, and first quartiles, respectively, against its Customized Peer Group Composite. The Board noted that BlackRock believes that the Customized Peer Group Composite is an appropriate performance metric for BFY, and that BlackRock has explained its rationale for this belief to the Board.

The Board noted that for each of the one-, three- and five-year periods reported, BHV ranked in the second quartile against its Customized Peer Group Composite. The Board noted that BlackRock believes that the Customized Peer Group Composite is an appropriate performance metric for BHV, and that BlackRock has explained its rationale for this belief to the Board.

C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services and Estimated Profits Realized by BlackRock and its Affiliates from their Relationship with each Fund

The Board, including the Independent Board Members, reviewed each Fund’s contractual management fee rate compared with those of its Expense Peers. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared each Fund’s total expense ratio, as well as its actual management fee rate as a percentage of managed assets, which is the total assets of each Fund (including any assets attributable to money borrowed for investment purposes) minus the sum of each Fund’s accrued liabilities (other than money borrowed for investment purposes) to those of its Expense Peers. The total expense ratio represents a fund’s total net operating expenses, excluding any investment related expenses. The total expense ratio gives effect to any expense reimbursements or fee waivers, and the actual management fee rate gives effect to any management fee reimbursements or waivers. The Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).

The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to each Fund. The Board reviewed BlackRock’s estimated profitability with respect to each Fund and other funds the Board currently oversees for the year ended December 31, 2019 compared to available aggregate estimated profitability data provided for the prior two years. The Board reviewed BlackRock’s estimated profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the estimated profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at the individual fund level is difficult.

The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board reviewed BlackRock’s overall operating margin, in general, compared to that of certain other publicly traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRock’s expense management, and the relative product mix.

The Board considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time, assumption of risk, and liability profile in servicing each Fund, including in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, closed-end fund, sub-advised mutual fund, collective investment trust, and institutional separate account product channels, as applicable.

The Board noted that BZM’s contractual management fee rate ranked in the fourth quartile, and that the actual management fee rate and total expense ratio ranked in the third and fourth quartiles, respectively, relative to the Expense Peers. In addition, the Board noted that BlackRock had agreed to voluntarily waive a portion of the advisory fee payable by BZM. An advisory fee waiver has been in effect since 2013, the amount of which may have varied from time to time. After discussion between the Board, including the Independent Board Members, and BlackRock, the Board and BlackRock agreed to increase the voluntary advisory fee waiver from 5 basis points to 8 basis points. The waiver increase was implemented on June 1, 2020. Given BZM’s relatively small size, the Board and BlackRock discussed potential strategic actions for BZM.

The Board noted that MHE’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio ranked in the first and third quartiles, respectively, relative to the Expense Peers. Given MHE’s relatively small size, the Board and BlackRock discussed potential strategic actions for MHE.

The Board noted that MHN’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile relative to the Expense Peers.

The Board noted that BQH’s contractual management fee rate ranked in the fourth quartile, and that the actual management fee rate and total expense ratio ranked in the first and fourth quartiles, respectively, relative to the Expense Peers. In addition, the Board noted that BlackRock had agreed to voluntarily waive a portion of the advisory fee

 

 

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Disclosure of Investment Advisory Agreements  (continued)

 

payable by BQH. An advisory fee waiver has been in effect since 2016, the amount of which may have varied from time to time. After discussions between the Board, including Independent Board Members, and BlackRock, the Board and BlackRock agreed to a continuation of the current 10 basis point voluntary advisory fee waiver. Given BQH’s relatively small size, the Board and BlackRock discussed potential strategic actions for BQH.

The Board noted that BSE’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio ranked in the first and third quartiles, respectively, relative to the Expense Peers. Given BSE’s relatively small size, the Board and BlackRock discussed potential strategic actions for BSE.

The Board noted that BFY’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio ranked in the first and fourth quartiles, respectively, relative to the Expense Peers. Given BFY’s relatively small size, the Board and BlackRock discussed potential strategic actions for BFY.

The Board noted that BHV’s contractual management fee rate ranked in the fourth quartile, and that the actual management fee rate and total expense ratio ranked in the first and fourth quartiles, respectively, relative to the Expense Peers. The Board also noted that BlackRock had agreed to voluntarily waive a portion of the advisory fee payable by BHV. An advisory fee waiver has been in effect since 2014, the amount of which may have varied from time to time. After discussions between the Board, including the Independent Board Members, and BlackRock, the Board and BlackRock agreed to a continuation of the current 13 basis point voluntary advisory fee waiver.

D. Economies of Scale

The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of each Fund increase. The Board also considered the extent to which each Fund benefits from such economies of scale in a variety of ways, and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable each Fund to more fully participate in these economies of scale. The Board considered each Fund’s asset levels and whether the current fee was appropriate.

Based on the Board’s review and consideration of the issue, the Board concluded that most closed-end funds do not have fund level breakpoints because closed-end funds generally do not experience substantial growth after the initial public offering. Closed-end funds are typically priced at scale at a fund’s inception.

E. Other Factors Deemed Relevant by the Board Members

The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from BlackRock’s respective relationships with each Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and its risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to each Fund, including for administrative, securities lending and cash management services. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, BlackRock may use and benefit from third-party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.

In connection with its consideration of the Agreements, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.

The Board noted the competitive nature of the closed-end fund marketplace, and that shareholders are able to sell their Fund shares in the secondary market if they believe that each Fund’s fees and expenses are too high or if they are dissatisfied with the performance of each Fund.

The Board also considered the various notable initiatives and projects BlackRock performed in connection with its closed-end fund product line. These initiatives included developing equity shelf programs; efforts to eliminate product overlap with fund mergers; ongoing services to manage leverage that has become increasingly complex; periodic evaluation of share repurchases and other support initiatives for certain BlackRock funds; and continued communication efforts with shareholders, fund analysts and financial advisers. With respect to the latter, the Independent Board Members noted BlackRock’s continued commitment to supporting the secondary market for the common shares of its closed-end funds through a comprehensive secondary market communication program designed to raise investor and analyst awareness and understanding of closed-end funds. BlackRock’s support services included, among other things: sponsoring and participating in conferences; communicating with closed-end fund analysts covering the BlackRock funds throughout the year; providing marketing and product updates for the closed-end funds; and maintaining and enhancing its closed-end fund website.

Conclusion

The Board, including the Independent Board Members, unanimously approved the continuation of the Advisory Agreements between the Manager and each Fund for a one-year term ending June 30, 2021. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of each Fund and its shareholders. In arriving at its decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination.

 

 

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2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Investment Objectives, Policies and Risks

 

Recent Changes

The following information is a summary of certain changes since August 31, 2019. This information may not reflect all of the changes that have occurred since you purchased the relevant Fund.

Effective March 24, 2020, MHN may enter into reverse repurchase agreements. The Fund’s use of reverse repurchase agreements may generate taxable income for the Fund and may increase the amount of ordinary income distributions paid to shareholders. See “Risk Factors — Reverse Repurchase Agreements” below for a discussion of the risks associated with the use of reverse repurchase agreements to which MHN is now subject.

Except as noted above, during each Fund’s most recent fiscal year, there were no material changes in the Fund’s investment objectives or policies that have not been approved by shareholders or in the principal risk factors associated with investment in the Fund.

Investment Objectives and Policies

BlackRock Maryland Municipal Bond Trust (BZM)

The Fund’s investment objective is to provide current income exempt from regular federal income taxes and Maryland personal income tax. As a fundamental policy, under normal market conditions, the Fund will invest at least 80% of its managed assets in municipal bonds, the interest of which is exempt from regular federal income tax and Maryland personal income tax. The Fund cannot change its investment objective or the foregoing fundamental policy without the approval of the holders of a majority of the outstanding common shares and the outstanding preferred shares, including the variable rate demand preferred shares (“VRDP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred shares, including the VRDP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the shares present at a meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares, whichever is less.

Under normal market conditions, the Fund invests at least 80% of its managed assets in investment grade quality municipal bonds. Investment grade quality means that such bonds are rated, at the time of investment, within the four highest quality ratings as determined by either Moody’s (currently Aaa, Aa, A and Baa), S&P (currently AAA, AA, A and BBB) or Fitch (currently AAA, AA, A and BBB) or are unrated but judged to be of comparable quality by BlackRock Advisors, LLC (the “Manager”). Municipal bonds rated Baa by Moody’s are investment grade, but Moody’s considers municipal bonds rated Baa to have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to a weakened capacity for issuers of municipal bonds that are rated BBB or Baa (or that have equivalent ratings) to make principal and interest payments than is the case for issues of higher grade municipal bonds. In the case of short term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG 1 through MIG 3 for Moody’s and F1+ through F3 for Fitch. In the case of tax exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F1+ through F3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG 3 and Prime-3 for Moody’s and BBB and F3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of municipal bonds with respect to the foregoing requirements, the Manager takes into account the nature of any letters of credit or similar credit enhancement to which particular municipal bonds are entitled and the creditworthiness of the financial institution that provided such credit enhancement.

The Fund may invest up to 20% of its managed assets in municipal bonds that are rated, at the time of investment, Ba/BB or B by Moody’s, S&P or Fitch or that are unrated but judged to be of comparable quality by the Manager. Securities rated Ba/BB or below are commonly referred to as “high yield” or “junk” bonds and are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the security and generally involve a greater volatility of price than securities in higher rating categories. Below investment grade securities and comparable unrated securities involve substantial risk of loss, are considered speculative with respect to the issuer’s ability to pay interest and any required redemption or principal payments and are susceptible to default or decline in market value due to adverse economic and business developments.

All percentage and ratings limitations on securities in which the Fund may invest apply at the time of making an investment and shall not be considered violated if an investment rating is subsequently downgraded to a rating that would have precluded the Fund’s initial investment in such security. In determining whether to retain or sell a security that a rating agency has downgraded, the Manager may consider such factors as the Manager’s assessment of the credit quality of the issuer of the security, the price at which the security could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.

Subject to the Fund’s policy, under normal market conditions, of investing at least 80% of its managed assets in municipal bonds, the interest from which is exempt from Maryland personal income tax, the Fund may invest in securities that pay interest that is not exempt from Maryland personal income tax when, in the judgment of the Manager, the return to the shareholders after payment of applicable Maryland personal income tax would be higher than the return available from comparable securities that pay interest that is, or make other distributions that are, exempt from Maryland personal income tax.

The Fund may also invest in securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly and in tax-exempt preferred shares that pay dividends that are exempt from regular federal income tax. In addition, the Fund may purchase municipal bonds that are additionally secured by insurance, bank credit agreements or escrow accounts. The credit quality of companies which provide these credit enhancements will affect the value of those securities. Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income. The insurance feature does not guarantee the market value of the insured obligations or the net asset value of the common shares. The Fund may purchase insured bonds and may purchase insurance for bonds in its portfolio.

The Fund may invest in certain tax exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (“PABs”) (in general, bonds that benefit non-governmental entities) that may subject certain investors in the Fund to an alternative minimum tax. The percentage of the Fund’s total assets invested in PABs

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

will vary from time to time. The Fund has not established any limit on the percentage of its portfolio that may be invested in municipal bonds subject to the federal alternative minimum tax provisions of federal tax law, and the Fund expects that a portion of the income it produces will be includable in alternative minimum taxable income. VRDP Shares may not be a suitable investment for investors who are subject to the federal alternative minimum tax or who would become subject to the federal alternative minimum tax as a result of purchasing VRDP Shares. The suitability of an investment in VRDP Shares will depend upon a comparison of the after-tax yield likely to be provided from the Fund with that from comparable tax-exempt investments not subject to the federal alternative minimum tax, and from comparable fully taxable investments, in light of each such investor’s tax position. Special considerations may apply to corporate investors.

The average maturity of the Fund’s portfolio securities will vary based upon the Manager’s assessment of economic and market conditions. The Fund’s portfolio at any given time may include both long-term and intermediate-term municipal bonds.

The Fund’s stated expectation is that it may invest in municipal bonds that, in the Manager’s opinion, are underrated or undervalued. Underrated municipal bonds are those whose ratings do not, in the opinion of the Manager, reflect their true higher creditworthiness. Undervalued municipal bonds are bonds that, in the opinion of the Manager, are worth more than the value assigned to them in the marketplace. The Manager may at times believe that bonds associated with a particular municipal market sector (for example, but not limited to electric utilities), or issued by a particular municipal issuer, are undervalued. The Manager may purchase those bonds for the Fund’s portfolio because they represent a market sector or issuer that the Manager considers undervalued, even if the value of those particular bonds appears to be consistent with the value of similar bonds. Municipal bonds of particular types (for example, but not limited to hospital bonds, industrial revenue bonds or bonds issued by a particular municipal issuer) may be undervalued because there is a temporary excess of supply in that market sector, or because of a general decline in the market price of municipal bonds of the market sector for reasons that do not apply to the particular municipal bonds that are considered undervalued. The Fund’s investment in underrated or undervalued municipal bonds will be based on the Manager’s belief that their yield is higher than that available on bonds bearing equivalent levels of interest rate risk, credit risk and other forms of risk, and that their prices will ultimately rise, relative to the market, to reflect their true value. Any capital appreciation realized by the Fund will generally result in capital gain distributions subject to federal capital gains taxation.

The Fund ordinarily does not intend to realize significant investment income not exempt from federal income taxes. From time to time, the Fund may realize taxable capital gains.

Federal tax legislation may limit the types and volume of bonds the interest on which qualifies for a U.S. federal income tax exemption. As a result, current legislation and legislation that may be enacted in the future may affect the availability of municipal bonds for investment by the Fund.

The Fund may purchase and sell futures contracts, enter into various interest rate transactions and swap contracts (including, but not limited to, credit default swaps) and may purchase and sell exchange-listed and over-the-counter put and call options on securities, financial indices and futures contracts. These derivative transactions may be used for duration management and other risk management to attempt to protect against possible changes in the market value of the Fund’s portfolio resulting from trends in the debt securities markets and changes in interest rates, to protect the Fund’s unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing particular securities and to enhance income or gain.

Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of VRDP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

The Fund may borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.

The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to the Fund’s investment restrictions.

The Fund reserves the right to borrow funds subject to the Fund’s investment restrictions. The proceeds of borrowings may be used for any valid purpose including, without limitation, liquidity, investments and repurchases of shares of the Fund.

Other Investment Policies: The Fund may invest up to 10% of its total assets in securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly, subject to certain requirements.

The Fund may invest up to 10% of its total assets in preferred interests of other investment funds that pay dividends that are exempt from regular federal income tax, subject to certain requirements.

During temporary defensive periods (e.g., times when, in the Manager’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax- exempt bond market adversely affect the price at which long-term or intermediate-term municipal bonds are available), and in order to keep cash on hand fully invested, the Fund may invest up to 100% of its net assets in liquid, short-term investments including high quality, short-term securities which may be either tax-exempt or taxable and securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the type in which the Fund may invest directly. The Fund intends to invest in taxable short-term investments only in the event that suitable tax-exempt temporary investments are not available at reasonable prices and yields. The Fund’s investment policies provide that it will invest only in taxable temporary investments which are U.S. government securities or securities rated within the highest grade by Moody’s, S&P or Fitch, and which mature within one year from the date of purchase or carry a variable or floating rate of interest (such short-term obligations being referred to herein as “Temporary Investments”). Temporary Investments of the Fund may include certificates of deposit issued by U.S. banks with assets of at least $1 billion, commercial paper or corporate notes, bonds or debentures with a remaining maturity of one year or less, or repurchase agreements. To the extent the Fund invests in Temporary Investments, the Fund will not at such times be in a position to achieve its investment objective of tax-exempt income.

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

Short-term taxable fixed-income investments include, without limitation, the following: (i) U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities, (ii) certificates of deposit issued against funds deposited in a bank or a savings and loan association, (iii) repurchase agreements, which involve purchases of debt securities, and (iv) commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Short-term tax-exempt fixed-income securities are securities that are exempt from regular federal income tax and mature within three years or less from the date of issuance.

Short-term tax-exempt fixed-income securities include, without limitation, the following: (i) Bond Anticipation Notes (“BANs”), which are usually general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds, (ii) Tax Anticipation Notes (“TANs”), which are issued by state and local governments to finance the current operations of such governments, (iii) Revenue Anticipation Notes (“RANs”), which are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes, (iv) Construction Loan Notes, which are issued to provide construction financing for specific projects, (v) Bank Notes, which are notes issued by local government bodies and agencies to commercial banks as evidence of borrowings, and (vi) Tax-Exempt Commercial Paper (“municipal paper”), which represents very short-term unsecured, negotiable promissory notes, issued by states, municipalities and their agencies.

Certain municipal bonds may carry variable or floating rates of interest whereby the rate of interest is not fixed but varies with changes in specified market rates or indices, such as a bank prime rate or tax-exempt money market indices.

The Fund may make short sales of municipal bonds. The Fund may make short sales to hedge positions, for duration and risk management, in order to maintain portfolio flexibility or to enhance income or gain.

The Fund may invest in restricted and illiquid securities.

The Fund may lend portfolio securities to certain borrowers determined to be creditworthy by the Manager, including to borrowers affiliated with the Manager.

BlackRock Massachusetts Tax-Exempt Trust (MHE)

The Fund’s investment objective is to seek as high a level of current income exempt from both regular U.S. federal income taxes and Massachusetts personal income taxes as is consistent with the preservation of shareholders’ capital. There can be no assurance that the Fund will achieve its investment objective.

The Fund seeks to achieve its investment objective by investing primarily in Massachusetts tax- exempt obligations (including bonds, notes and capital lease obligations). The Fund is subject to certain restrictions and investment policies which require it, under normal market conditions (i) to invest at least 80% of its total assets in obligations that are deemed to be “investment grade,” and (ii) to invest its assets so that, during any fiscal year, at least 80% of the income generated by the Fund will be exempt from regular federal income taxes and Massachusetts personal income taxes and from the federal alternative minimum tax. The Fund may invest directly in such securities or synthetically through the use of derivatives. Policy (ii) is considered fundamental and may not be changed without the approval of a majority of the outstanding common shares and outstanding preferred shares of the Fund (including the variable rate demand preferred shares (“VRDP Shares”) and any other preferred shares), voting as a single class and a majority of the outstanding preferred shares of the Fund (including the VRDP Shares and any other preferred shares), voting as a separate class, within the meaning of the 1940 Act, i.e., a vote of (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy, or (ii) more than 50% of the shares, whichever is less. Policy (i) may be changed by the Board of Trustees of the Fund without shareholder approval.

The Fund also may invest up to 20% of its total assets in other municipal obligations which are issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies or instrumentalities, each of which pays interest that is excludable from gross income for federal income tax purposes, in the opinion of bond counsel to the issuer, but do not enable shares of the Fund to be exempt from Massachusetts personal income taxes (“Municipal Obligations”). “Massachusetts Municipal Obligations” are municipal obligations bearing interest that, in the opinion of bond counsel to the issuer, is exempt from both regular U.S. federal income taxes and Massachusetts personal income taxes. Unless otherwise noted, the term “Municipal Obligations” also includes Massachusetts Municipal Obligations.

The Fund will consider securities to be “investment grade” if they are rated within the four highest quality ratings as determined by either S&P Global Ratings (“S&P”) (currently AAA, AA, A and BBB), Moody’s Investors Service, Inc. (“Moodys”) (currently Aaa, Aa, A and Baa) or Fitch Ratings (“Fitch”) (currently AAA, AA, A and BBB) at the time of investment or, if unrated, determined to be of comparable quality at the time of investment by the Manager. In the case of short term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F-1+ through F-3 for Fitch. In the case of tax- exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s and BBB and F-3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of Massachusetts Municipal Obligations or other Municipal Obligations with respect to the foregoing requirements, the BlackRock Advisors, LLC (the “Manager”) takes into account the municipal bond insurance as well as the nature of any letters of credit or similar credit enhancement to which particular Municipal Obligations are entitled and the creditworthiness of the financial institution which provided such municipal bond insurance or credit enhancement. Insurance is expected to protect the Fund against losses caused by a bond issuer’s failure to make interest or principal payments. However, insurance does not protect the Fund or its stockholders against losses caused by declines in a bond’s market value. If a bond’s insurer fails to fulfill its obligations or loses its credit rating, the value of the bond could drop. If unrated, such securities will possess creditworthiness comparable, in the opinion of the Manager, to other obligations in which the Fund may invest.

The Fund may invest up to 20% of its total assets in non-investment grade securities that are rated below Baa by Moody’s or below BBB by S&P or Fitch or are unrated securities that are considered by the Manager to possess similar credit characteristics. The Fund will not, however, invest in any securities rated lower than B by S&P or Moody’s, or any unrated security unless such unrated security is, in the opinion of the Manager, comparable to securities rated at least B.

The foregoing credit quality policies apply only at the time a security is purchased, and the Fund is not required to dispose of a security as a result of subsequent market movements or if a rating agency downgrades its assessment of the credit characteristics of a particular issue. In determining whether to retain or sell a security that a rating

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

agency has downgraded, the Manager may consider such factors as the Manager’s assessment of the credit quality of the issuer of the security, the price at which the security could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.

The Fund may also purchase Municipal Obligations that are additionally secured by insurance, bank credit agreements or escrow accounts. The credit quality of companies which provide these credit enhancements will affect the value of those securities. Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income. The insurance feature does not guarantee the market value of the insured obligations or the net asset value of the common shares. The Fund may purchase insured bonds and may purchase insurance for bonds in its portfolio.

The Fund may invest in certain tax exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (“PABs”) (in general, bonds that benefit non- governmental entities) that may subject certain investors in the Fund to an alternative minimum tax. The percentage of the Fund’s total assets invested in PABs will vary from time to time. Other than the general requirement that at least 80% of the income generated by the Fund be exempt from regular Federal income taxes and Massachusetts personal income taxes and from the federal alternative minimum tax, the Fund has not established any limit on the percentage of its portfolio that may be invested in Municipal Obligations subject to the federal alternative minimum tax provisions of federal tax law, and the Fund expects that a portion of the income it produces will be includable in alternative minimum taxable income.

The Trust invests primarily in long term municipal obligations with maturities of more than ten years. The average maturity of the Fund’s portfolio securities varies from time to time based upon an assessment of economic and market conditions by the Manager. The Fund’s portfolio at any given time may include long-term, intermediate-term and short-term Municipal Obligations.

The net asset value of the shares of common stock of a closed-end investment company, such as the Fund, which invests primarily in fixed-income securities, changes as the general levels of interest rates fluctuate. When interest rates decline, the value of a fixed-income portfolio can be expected to rise. Conversely, when interest rates rise, the value of a fixed-income portfolio can be expected to decline. Prices of longer term securities generally fluctuate more in response to interest rate changes than do shorter term securities. These changes in net asset value are likely to be greater in the case of a fund having a leveraged capital structure, such as the Fund.

The Fund’s stated expectation is that it will invest in Municipal Obligations that, in the Manager’s opinion, are underrated or undervalued. Underrated Municipal Obligations are those whose ratings do not, in the opinion of the Manager, reflect their true higher creditworthiness. Undervalued Municipal Obligations are bonds that, in the opinion of the Manager, are worth more than the value assigned to them in the marketplace. The Manager may at times believe that bonds associated with a particular municipal market sector (for example, but not limited to electric utilities), or issued by a particular municipal issuer, are undervalued. The Manager may purchase those bonds for the Fund’s portfolio because they represent a market sector or issuer that the Manager considers undervalued, even if the value of those particular bonds appears to be consistent with the value of similar bonds. Municipal Obligations of particular types (for example, but not limited to hospital bonds, industrial revenue bonds or bonds issued by a particular municipal issuer) may be undervalued because there is a temporary excess of supply in that market sector, or because of a general decline in the market price of Municipal Obligations of the market sector for reasons that do not apply to the particular Municipal Obligations that are considered undervalued. The Fund’s investment in underrated or undervalued Municipal Obligations will be based on the Manger’s belief that their yield is higher than that available on bonds bearing equivalent levels of interest rate risk, credit risk and other forms of risk, and that their prices will ultimately rise, relative to the market, to reflect their true value. Any capital appreciation realized by the Fund will generally result in capital gain distributions subject to federal capital gains taxation.

The Fund ordinarily does not intend to realize significant investment income not exempt from regular U.S. federal income tax. From time to time, the Fund may realize taxable capital gains.

Federal tax legislation may limit the types and volume of bonds the interest on which qualifies for a federal income tax exemption. As a result, current legislation and legislation that may be enacted in the future may affect the availability of Municipal Obligations for investment by the Fund.

The Fund may purchase and sell futures contracts, enter into various interest rate transactions and swap contracts (including, but not limited to, credit default swaps) and may purchase and sell exchange-listed and over-the-counter put and call options on securities and swap contracts, financial indices and futures contracts and use other derivative instruments or management techniques. These derivative transactions may be used for duration management and other risk management purposes, subject to the Fund’s investment restrictions. While the Fund’s use of derivative transactions is intended to reduce the volatility of the net asset value of the Fund’s common shares, the net asset value of the Fund’s common shares will fluctuate. No assurance can be given that the Fund’s derivative transactions will be effective.

Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of VRDP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to the Fund’s investment restrictions. The Fund may enter into “dollar roll” transactions.

The Fund may enter into derivative transactions that have economic leverage embedded in them.

The Fund may also borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.

Other Investment Policies: During temporary defensive periods (e.g., times when, in the Manager’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax-exempt bond market adversely affect the price at which long-term or intermediate-term obligations are available), or in order to keep cash on hand fully invested, the Fund may invest in high quality, short-term Massachusetts Municipal Obligations the income on which will be exempt from both regular federal income taxes and

 

 

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Massachusetts personal income taxes, or, if such securities are not available at reasonable prices and yields, in comparable temporary investments, the income on which will be subject to Massachusetts personal income taxes or to both regular federal income taxes and Massachusetts personal income taxes. Tax-exempt temporary investments include various obligations issued by state and local governmental issuers, such as tax-exempt notes (bond anticipation notes, tax anticipation notes and revenue anticipation notes or other such Municipal Obligations maturing in three years or less from the date of issuance) and municipal commercial paper. The Fund may make taxable temporary investments (i.e., those which are subject to both regular federal income taxes or Massachusetts personal income taxes, or both) if they are U.S. Government securities or securities rated within the highest grade by S&P, and mature within one year from the date of purchase or carry a variable or floating rate of interest. Taxable temporary investments of the Fund may include certificates of deposit issued by U.S. banks with assets of at least $1 billion, or commercial paper or corporate notes, bonds or debentures with a remaining maturity of one year or less, or repurchase agreements. To the extent the Fund makes substantial temporary investments in securities the income on which is subject to regular federal income taxes or Massachusetts personal income taxes, or both, the Fund will not at such times be in a position to achieve its investment objective.

The Fund may invest in securities pursuant to repurchase agreements. Repurchase agreements may be entered into only with a member bank of the Federal Reserve System or a primary dealer or an affiliate thereof, in U.S. Government securities or an affiliate thereof.

The Fund may invest in restricted and illiquid securities.

The Fund may lend portfolio securities to certain borrowers determined to be creditworthy by the Manager, including to borrowers affiliated with the Manager.

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

The Fund’s investment objective is to provide shareholders with current income exempt from federal income tax and New York State and New York City personal income taxes. The Fund’s investment objective is a fundamental policy that may not be changed without a vote of a majority of the Fund’s outstanding voting securities. The Fund seeks to achieve its investment objective by investing at least 80% of its assets in municipal obligations, the interest on which, in the opinion of bond counsel to the issuer, is exempt from federal income tax and New York State and New York City personal income taxes (“New York Municipal Bonds”), except at times when BlackRock Advisors, LLC (the “Manager”) considers that New York Municipal Bonds of sufficient quantity and quality are unavailable at suitable prices. To the extent that the Manager considers that suitable New York Municipal Bonds are not available for investment, the Fund may purchase municipal obligations exempt from federal income taxes but not New York personal income taxes (“Municipal Bonds”). At all times, at least 65% of the Fund’s total assets will be invested in New York Municipal Bonds and at least 80% of each Fund’s total assets will be invested in New York Municipal Bonds and Municipal Bonds, except during interim periods pending investment of the net proceeds of public offerings of its securities and during temporary defensive periods. The Fund may invest directly in such securities or synthetically through the use of derivatives. Under normal circumstances, at least 80% of the Fund’s assets will be invested in municipal obligations with remaining maturities of one year or more. There can be no assurance that the Fund’s investment objective will be realized.

The Fund may invest in certain tax-exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (“PABs”) (in general, bonds that benefit non-governmental entities) that may subject certain investors in the Fund to an alternative minimum tax. The percentage of the Fund’s total assets invested in PABs will vary from time to time.

The investment grade Municipal Bonds in which the Fund will primarily invest are those Municipal Bonds that are rated at the date of purchase in the four highest rating categories of S&P, Moody’s or Fitch or, if unrated, are considered to be of comparable quality by the Manager. In the case of long-term debt, the investment grade rating categories are AAA through BBB for S&P and Fitch and Aaa through Baa for Moody’s. In the case of short-term notes, the investment grade rating categories are SP-1 + through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F-1 + through F-3 for Fitch. In the case of tax-exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s; and BBB and F-3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of New York Municipal Bonds and Municipal Bonds with respect to the foregoing requirements, the Manager takes into account the nature of any letters of credit or similar credit enhancement to which particular New York Municipal Bonds and Municipal Bonds are entitled and the creditworthiness of the financial institution that provided such credit enhancement. All percentage and ratings limitations on securities in which the Fund may invest apply at the time of making an investment and shall not be considered violated if an investment rating is subsequently downgraded to a rating that would have precluded the Fund’s initial investment in such security. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.

The Fund may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by BlackRock to be of comparable quality, at the time of purchase, subject to the Fund’s other investment policies. Bonds of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Such securities are sometimes referred to as “high yield” or “junk” bonds.

The Fund intends to invest primarily in long-term Municipal Bonds with maturities of more than ten years. However, the Fund also may invest in intermediate term Municipal Bonds with maturities of between three years and ten years. The Fund also may invest from time to time in short-term Municipal Bonds with maturities of less than three years. The average maturity of the Fund’s portfolio securities will vary based upon the Manager’s assessment of economic and market conditions.

The Fund may invest in short-term, tax-exempt securities, short-term U.S. Government securities, repurchase agreements or cash. Such short-term securities or cash will not exceed 20% of its total assets except during interim periods pending investment of the net proceeds of public offerings of the Fund’s securities or in anticipation of the repurchase or redemption of the Fund’s securities and temporary periods when, in the opinion of the Manager, prevailing market or financial conditions warrant. The Fund also may invest in variable rate demand obligations (“VRDOs”) and VRDOs in the form of participation interests (“Participating VRDOs”) in variable rate tax-exempt obligations held by a financial institution. The Fund’s hedging strategies are not fundamental policies and may be modified by the Board of Directors of the Fund without the approval of the Fund’s stockholders. The Fund is also authorized to invest in indexed and inverse floating rate obligations for hedging purposes and to seek to enhance return.

The Fund may invest in securities not issued by or on behalf of a state or territory or by an agency or instrumentality thereof, if the Fund nevertheless believes such securities pay interest that is excludable from gross income for federal income tax purposes and, if applicable, exempt from New York State and New York City personal income taxes

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

(“Non-Municipal Tax-Exempt Securities”). Non-Municipal Tax-Exempt Securities could include trust certificates, partnership interests or other instruments evidencing interest in one or more long-term Municipal Bonds. Non-Municipal Tax-Exempt Securities also may include securities issued by other investment companies that invest in New York Municipal Bonds and Municipal Bonds, to the extent such investments are permitted by the Fund’s investment restrictions and applicable law, including the 1940 Act. Non-Municipal Tax-Exempt Securities are subject to the same risks associated with an investment in Municipal Bonds as well as many of the risks associated with investments in derivatives. For purposes of the Fund’s investment objective and policies, Non-Municipal Tax-Exempt Securities that pay interest that is exempt from federal income taxes and New York personal income taxes will be considered “New York Municipal Bonds” and Non-Municipal Tax-Exempt Securities that pay interest that is exempt from federal income taxes will be considered “Municipal Bonds.”

The Fund ordinarily does not intend to realize significant investment income not exempt from federal income tax and New York personal income tax. From time to time, the

Fund may realize taxable capital gains.

Federal tax legislation has limited the types and volume of bonds the interest on which qualifies for a federal income tax-exemption. As a result, this legislation and legislation that may be enacted in the future may affect the availability of Municipal Bonds for investment by the Fund.

The Fund may hedge all or a portion of its portfolio investments against fluctuations in interest rates through the use of options and certain financial futures contracts and options thereon. The Fund may purchase and sell futures contracts and exchange- listed and over-the-counter put and call options on futures contracts as a hedging strategy. In order to seek to hedge the value of the Fund against interest rate fluctuations, to hedge against increases in the Fund’s costs associated with the dividend payments on any preferred shares or to seek to increase the Fund’s return, the Fund may enter into interest rate swap transactions such as Municipal Market Data AAA Cash Curve swaps or Bond Market Association Municipal Swap Index swaps. The Fund may enter into credit default swap agreements for hedging purposes or to seek to increase its return.

Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of variable rate demand preferred shares (“VRDP Shares”) and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

The Fund is authorized to borrow money in amounts of up to 5% of the value of its total assets at the time of such borrowings; provided, however, that the Fund is authorized to borrow moneys in amounts of up to 33 1/3% of the value of its total assets at the time of such borrowings to finance the repurchase of its own common shares pursuant to tender offers or otherwise to redeem or repurchase preferred shares.

Other Investment Policies:The Fund may invest in short-term tax-exempt securities, short-term U.S. Government securities, repurchase agreements or cash. Such short- term securities or cash will not exceed 20% of its total assets except during interim periods pending investment of the net proceeds of public offerings of the Fund’s securities or in anticipation of the repurchase or redemption of the Fund’s securities and temporary periods when, in the opinion of the Manager, prevailing market or financial conditions warrant. Tax-exempt money market securities may include municipal notes, municipal commercial paper, Municipal Bonds with a remaining maturity of less than one year, variable rate demand notes and participations therein. Municipal Notes include tax anticipation notes, bond anticipation notes, revenue anticipation notes and grant anticipation notes. Anticipation notes are sold as interim financing in anticipation of tax collection, bond sales, government grants or revenue receipts. Municipal commercial paper refers to short-term unsecured promissory notes generally issued to finance short-term credit needs.

Short-term tax-exempt fixed-income securities are securities that are exempt from regular federal income tax and mature within three years or less from the date of issuance. Short-term tax-exempt fixed-income securities include, without limitation, the following: (i) Bond Anticipation Notes (“BANs”), which are usually general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds, (ii) Tax Anticipation Notes (“TANs”), which are issued by state and local governments to finance the current operations of such governments, (iii) Revenue Anticipation Notes (“RANs”), which are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes, (iv) Construction Loan Notes, which are issued to provide construction financing for specific projects, (v) Bank Notes, which are notes issued by local government bodies and agencies to commercial banks as evidence of borrowings, and (vi) Tax-Exempt Commercial Paper (“municipal paper”), which represents very short-term unsecured, negotiable promissory notes, issued by states, municipalities and their agencies.

The Fund may invest in variable rate demand obligations and Participating variable rate demand obligations. The Fund may invest in all types of tax-exempt instruments currently outstanding or to be issued in the future which satisfy its short-term maturity and quality standards.

Certain municipal bonds may carry variable or floating rates of interest whereby the rate of interest is not fixed but varies with changes in specified market rates or indices, such as a bank prime rate or tax-exempt money market indices.

The Fund may invest in repurchase agreements. Repurchase agreements may be entered into only with a member bank of the Federal Reserve System or a primary dealer in U.S. Government securities or an affiliate thereof. The Fund may not invest in repurchase agreements maturing in more than seven days if such investments, together with all other illiquid investments, would exceed 15% of the Fund’s net assets.

BlackRock New York Municipal Bond Trust (BQH)

The Fund’s investment objective is to provide current income exempt from regular federal income tax and New York State and New York City personal income tax. The Fund’s investment policies provide that, as a matter of fundamental policy, under normal market conditions, the Fund will invest at least 80% of its Managed Assets in investments the income from which is exempt from federal income tax and New York State and New York City personal income tax (except that interest may be subject to the alternative minimum tax). “Managed Assets” means the total assets of the Fund (including any assets attributable to any preferred shares that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage). The Fund may not change its investment objective or the foregoing fundamental policy without the approval of the holders of a majority of the outstanding common shares and the outstanding preferred shares, including the variable rate demand preferred shares (“VRDP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred shares, including the VRDP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the shares present at a meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares, whichever is less.

 

 

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The Fund’s investment policies provide that, under normal market conditions, the Fund will invest at least 80% of its Managed Assets in investment grade quality municipal bonds. Investment grade quality means that such bonds are rated, at the time of investment, within the four highest grades (Baa or BBB or better by Moody’s, S&P or Fitch) or are unrated but judged to be of comparable quality by BlackRock Advisors, LLC (the “Manager”). Municipal bonds rated Baa by Moody’s are investment grade, but Moody’s considers municipal bonds rated Baa to have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to a weakened capacity for issuers of municipal bonds that are rated BBB or Baa (or that have equivalent ratings) to its financial commitment on the obligation than is the case for issuers of higher grade municipal bonds. In the case of short term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F-1+ through F-3 for Fitch. In the case of tax exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s and BBB and F-3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of municipal bonds with respect to the foregoing requirements, the Manager takes into account the nature of any letters of credit or similar credit enhancement to which particular municipal bonds are entitled and the creditworthiness of the financial institution that provided such credit enhancement.

The Fund may invest up to 20% of its Managed Assets in municipal bonds that are rated, at the time of investment, Ba/BB or B by Moody’s, S&P or Fitch or that are unrated but judged to be of comparable quality by the Manager. Bonds of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Such securities are sometimes referred to as “high yield” or “junk” bonds.

The foregoing credit quality policies apply only at the time a security is purchased, and the Fund is not required to dispose of a security if a rating agency downgrades its assessment of the credit characteristics of a particular issue. In determining whether to retain or sell a security that a rating agency has downgraded, the Manager may consider such factors as the Manager’s assessment of the credit quality of the issuer of the security, the price at which the security could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.

Subject to the Fund’s policy of investing, under normal market conditions, at least 80% of its Managed Assets in investments the income from which is exempt from federal income tax and New York State and New York City personal income tax, the Fund may invest in securities that pay interest that is not exempt from New York State and New York City personal income tax when, in the judgment of the Manager, the return to the shareholders after payment of applicable New York State and New York City personal income tax would be higher than the return available from comparable securities that pay interest that is, or make other distributions that are, exempt from New York State and New York City personal income tax.

The Fund may also invest in securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly and in tax-exempt preferred shares that pay dividends that are exempt from regular federal income tax. In addition, the Fund may purchase municipal bonds that are additionally secured by insurance, bank credit agreements or escrow accounts. The credit quality of companies which provide these credit enhancements will affect the value of those securities. Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income. The insurance feature does not guarantee the market value of the insured obligations or the net asset value of the common shares.

The Fund may invest in certain tax exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (in general, bonds that benefit non-governmental entities) that may subject certain investors in the Fund to a federal alternative minimum tax. The percentage of the Fund’s total assets invested in private activity bonds will vary from time to time. The Fund has not established any limit on the percentage of its portfolio that may be invested in municipal bonds subject to the federal alternative minimum tax provisions of federal tax law, and the Fund expects that a portion of the income it produces will be includable in alternative minimum taxable income.

The average maturity of the Fund’s portfolio securities varies from time to time based upon an assessment of economic and market conditions by the Manager. The Fund’s portfolio at any given time may include both long-term and intermediate-term municipal bonds.

The Fund’s stated expectation is that it will invest in municipal bonds that, in the Manager’s opinion, are underrated or undervalued. Underrated municipal bonds are those whose ratings do not, in the opinion of the Manager, reflect their true higher creditworthiness. Undervalued municipal bonds are bonds that, in the opinion of the Manager, are worth more than the value assigned to them in the marketplace. The Manager may at times believe that bonds associated with a particular municipal market sector (for example, but not limited to electric utilities), or issued by a particular municipal issuer, are undervalued. The Manager may purchase those bonds for the Fund’s portfolio because they represent a market sector or issuer that the Manager considers undervalued, even if the value of those particular bonds appears to be consistent with the value of similar bonds. Municipal bonds of particular types (for example, but not limited to hospital bonds, industrial revenue bonds or bonds issued by a particular municipal issuer) may be undervalued because there is a temporary excess of supply in that market sector, or because of a general decline in the market price of municipal bonds of the market sector for reasons that do not apply to the particular municipal bonds that are considered undervalued. The Fund’s investment in underrated or undervalued municipal bonds will be based on the Manager’s belief that their yield is higher than that available on bonds bearing equivalent levels of interest rate risk, credit risk and other forms of risk, and that their prices will ultimately rise, relative to the market, to reflect their true value. Any capital appreciation realized by the Fund will generally result in capital gain distributions subject to federal capital gains taxation. The Fund ordinarily does not intend to realize significant investment income not exempt from federal income tax. From time to time, the Fund may realize taxable capital gains.

The Fund may purchase and sell futures contracts, enter into various interest rate transactions and may purchase and sell exchange-listed and over-the-counter put and call options on securities, financial indices and futures contracts. These derivative transactions may be used for duration management and other risk management to attempt to protect against possible changes in the market value of the Fund’s portfolio resulting from trends in the debt securities markets and changes in interest rates, to protect the Fund’s unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing particular securities and to enhance income or gain.

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of VRDP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to the Fund’s investment restrictions.

The Fund reserves the right to borrow funds subject to the Fund’s investment restrictions. The proceeds of borrowings may be used for any valid purpose including, without limitation, liquidity, investments and repurchases of shares of the Fund.

Other Investment Policies: The Fund may invest up to 10% of its total assets in securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly, subject to certain requirements.

The Fund may invest up to 10% of its total assets in preferred interests of other investment funds that pay dividends that are exempt from regular federal income tax.

During temporary defensive periods (e.g., times when, in the Manager’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax- exempt bond market adversely affect the price at which long-term or intermediate-term municipal bonds are available), and in order to keep cash on hand fully invested, the Fund may invest up to 100% of its net assets in liquid, short-term investments including high quality, short-term securities which may be either tax-exempt or taxable and securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the type in which the Fund may invest directly. The Fund intends to invest in taxable short-term investments only in the event that suitable tax-exempt temporary investments are not available at reasonable prices and yields. The Fund’s investment policies provide that it will invest only in taxable temporary investments which are U.S. government securities or securities rated within the highest grade by Moody’s, S&P or Fitch, and which mature within one year from the date of purchase or carry a variable or floating rate of interest (such short-term obligations being referred to herein as “Temporary Investments”). Temporary Investments of the Fund may include certificates of deposit issued by U.S. banks with assets of at least $1 billion, commercial paper or corporate notes, bonds or debentures with a remaining maturity of one year or less, or repurchase agreements. To the extent the Fund invests in Temporary Investments, the Fund will not at such times be in a position to achieve its investment objective of tax-exempt income.

Short-term taxable fixed-income investments include, without limitation, the following: (i) U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities, (ii) certificates of deposit issued against funds deposited in a bank or a savings and loan association, (iii) repurchase agreements, which involve purchases of debt securities, and (iv) commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Short-term tax-exempt fixed-income securities are securities that are exempt from regular federal income tax and mature within three years or less from the date of issuance.

Short-term tax-exempt fixed-income securities include, without limitation, the following: (i) Bond Anticipation Notes (“BANs”), which are usually general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds, (ii) Tax Anticipation Notes (“TANs”), which are issued by state and local governments to finance the current operations of such governments, (iii) Revenue Anticipation Notes (“RANs”), which are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes, (iv) Construction Loan Notes, which are issued to provide construction financing for specific projects, (v) Bank Notes, which are notes issued by local government bodies and agencies to commercial banks as evidence of borrowings, and (vi) Tax-Exempt Commercial Paper (“municipal paper”), which represents very short-term unsecured, negotiable promissory notes, issued by states, municipalities and their agencies.

Certain municipal bonds may carry variable or floating rates of interest whereby the rate of interest is not fixed but varies with changes in specified market rates or indices, such as a bank prime rate or tax-exempt money market indices.

The Fund may make short sales of municipal bonds. The Fund may make short sales to hedge positions, for duration and risk management, in order to maintain portfolio flexibility or, to the extent applicable, to enhance income or gain.

The Fund may invest in restricted and illiquid securities.

The Fund may lend portfolio securities to certain borrowers determined to be creditworthy by the Manager, including to borrowers affiliated with the Manager.

BlackRock New York Municipal Income Quality Trust (BSE)

The Fund’s investment objective is to provide current income exempt from Federal income tax, including the alternative minimum tax, and New York State and New York City personal income taxes.

The Fund’s investment policies provide that, as a matter of fundamental policy, under normal market conditions, the Fund will invest at least 80% of its Managed Assets in investments the income from which is exempt from federal income tax, including the alternative minimum tax, and New York State and New York City personal income tax. “Managed Assets” means the total assets of the Fund (including any assets attributable to any preferred shares that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage). The Fund intends to be fully invested in such municipal bonds. The Fund will not invest in any bond if the interest on that bond is subject to the alternative minimum tax. The Fund may not change its investment objective or the foregoing fundamental policy without the approval of the holders of a majority of the outstanding common shares and the outstanding preferred shares, including the variable rate demand preferred shares (“VRDP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred shares, including the VRDP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the shares present at a meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares, whichever is less.

 

 

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The Fund’s investment policies provide that, under normal market conditions, the Fund will invest primarily in investment grade quality municipal bonds. Investment grade quality means that such bonds are rated, at the time of investment, within the four highest grades (Baa or BBB or better by Moody’s, S&P or Fitch) or are unrated but judged to be of comparable quality by BlackRock Advisors, LLC (the “Manager”). Municipal bonds rated Baa by Moody’s are investment grade, but Moody’s considers municipal bonds rated Baa to have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to a weakened capacity for issuers of municipal bonds that are rated BBB or Baa (or that have equivalent ratings) to make principal and interest payments than is the case for issuers of higher grade municipal bonds. In the case of short term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F-1+ through F-3 for Fitch. In the case of tax exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch.

Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s and BBB and F-3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of municipal bonds with respect to the foregoing requirements, the Manager takes into account the nature of any letters of credit or similar credit enhancement to which particular municipal bonds are entitled and the creditworthiness of the financial institution that provided such credit enhancement.

The Fund may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by BlackRock to be of comparable quality, at the time of purchase, subject to the Fund’s other investment policies. Bonds of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Such securities are sometimes referred to as “high yield” or “junk” bonds.

The Fund may invest directly in such securities or synthetically through the use of derivatives.

The foregoing credit quality policies apply only at the time a security is purchased, and the Fund is not required to dispose of a security if a rating agency downgrades its assessment of the credit characteristics of a particular issue. In determining whether to retain or sell a security that a rating agency has downgraded, the Manager may consider such factors as the Manager’s assessment of the credit quality of the issuer of the security, the price at which the security could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.

The Fund may also invest in securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly and in tax-exempt preferred shares that pay dividends that are exempt from regular federal income tax. In addition, the Fund may purchase municipal bonds that are additionally secured by insurance, bank credit agreements or escrow accounts. The credit quality of companies which provide these credit enhancements will affect the value of those securities. Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income. The insurance feature does not guarantee the market value of the insured obligations or the net asset value of the common shares.

The average maturity of the Fund’s portfolio securities varies from time to time based upon an assessment of economic and market conditions by the Manager. The Fund’s portfolio at any given time may include both long-term and intermediate-term municipal bonds.

The Fund’s stated expectation is that it will invest in municipal bonds that, in the Manager’s opinion, are underrated or undervalued. Underrated municipal bonds are those whose ratings do not, in the opinion of the Manager, reflect their true higher creditworthiness. Undervalued municipal bonds are bonds that, in the opinion of the Manager, are worth more than the value assigned to them in the marketplace. The Manager may at times believe that bonds associated with a particular municipal market sector (for example, but not limited to electric utilities), or issued by a particular municipal issuer, are undervalued. The Manager may purchase those bonds for the Fund’s portfolio because they represent a market sector or issuer that the Manager considers undervalued, even if the value of those particular bonds appears to be consistent with the value of similar bonds. Municipal bonds of particular types (for example, but not limited to hospital bonds, industrial revenue bonds or bonds issued by a particular municipal issuer) may be undervalued because there is a temporary excess of supply in that market sector, or because of a general decline in the market price of municipal bonds of the market sector for reasons that do not apply to the particular municipal bonds that are considered undervalued. The Fund’s investment in underrated or undervalued municipal bonds will be based on the Manager’s belief that their yield is higher than that available on bonds bearing equivalent levels of interest rate risk, credit risk and other forms of risk, and that their prices will ultimately rise, relative to the market, to reflect their true value. Any capital appreciation realized by the Fund will generally result in capital gain distributions subject to federal capital gains taxation. The Fund ordinarily does not intend to realize significant investment income not exempt from federal income tax. From time to time, the Fund may realize taxable capital gains.

The Fund may purchase and sell futures contracts, enter into various interest rate transactions and swap contracts (including, but not limited to, credit default swaps) and may purchase and sell exchange-listed and over-the-counter put and call options on securities, financial indices and futures contracts. These derivative transactions may be used for duration management and other risk management to attempt to protect against possible changes in the market value of the Fund’s portfolio resulting from trends in the debt securities markets and changes in interest rates, to protect the Fund’s unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing particular securities and to enhance income or gain.

Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of VRDP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to the Fund’s investment restrictions. The Fund reserves the right to borrow subject to the Fund’s investment restrictions. The proceeds of borrowings may be used for any valid purpose including, without limitation,

liquidity, investments and repurchases of shares of the Fund.

Other Investment Policies:The Fund may invest up to 10% of its total assets in securities of other open- or closed- end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly, subject to certain requirements.

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

The Fund may also invest up to 10% of its total assets in preferred interests of other investment funds that pay dividends that are exempt from regular federal income tax, including the alternative minimum tax, and New York State and New York City personal income taxes, subject to certain requirements.

During temporary defensive periods (e.g., times when, in the Manager’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax- exempt bond market adversely affect the price at which long-term or intermediate-term municipal bonds are available), and in order to keep cash on hand fully invested, the Fund may invest up to 100% of its net assets in liquid, short-term investments including high quality, short-term securities which may be either tax-exempt or taxable and securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the type in which the Fund may invest directly. The Fund intends to invest in taxable short-term investments only in the event that suitable tax-exempt temporary investments are not available at reasonable prices and yields. The Fund’s investment policies provide that it will invest only in taxable temporary investments which are U.S. government securities or securities rated within the highest grade by Moody’s, S&P or Fitch, and which mature within one year from the date of purchase or carry a variable or floating rate of interest (such short-term obligations being referred to herein as “Temporary Investments”). Temporary Investments of the Fund may include certificates of deposit issued by U.S. banks with assets of at least $1 billion, commercial paper or corporate notes, bonds or debentures with a remaining maturity of one year or less, or repurchase agreements. To the extent the Fund invests in Temporary Investments, the Fund will not at such times be in a position to achieve its investment objective of tax-exempt income.

Short-term taxable fixed-income investments include, without limitation, the following: (i) U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities, (ii) certificates of deposit issued against funds deposited in a bank or a savings and loan association, (iii) repurchase agreements, which involve purchases of debt securities, and (iv) commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Short-term tax-exempt fixed-income securities are securities that are exempt from regular federal income tax and mature within three years or less from the date of issuance.

Short-term tax-exempt fixed-income securities include, without limitation, the following: (i) Bond Anticipation Notes (“BANs”), which are usually general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds, (ii) Tax Anticipation Notes (“TANs”), which are issued by state and local governments to finance the current operations of such governments, (iii) Revenue Anticipation Notes (“RANs”), which are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes, (iv) Construction Loan Notes, which are issued to provide construction financing for specific projects, (v) Bank Notes, which are notes issued by local government bodies and agencies to commercial banks as evidence of borrowings, and (vi) Tax-Exempt Commercial Paper (“municipal paper”), which represents very short-term unsecured, negotiable promissory notes, issued by states, municipalities and their agencies.

Certain municipal bonds may carry variable or floating rates of interest whereby the rate of interest is not fixed but varies with changes in specified market rates or indices, such as a bank prime rate or tax-exempt money market indices.

The Fund may make short sales of municipal bonds. The Fund may make short sales to hedge positions, for duration and risk management, in order to maintain portfolio flexibility or, to the extent applicable, to enhance income or gain.

The Fund may invest in restricted and illiquid securities.

The Fund may lend portfolio securities to certain borrowers determined to be creditworthy by the Manager, including to borrowers affiliated with the Manager.

BlackRock New York Municipal Income Trust II (BFY)

The Fund’s investment objective is to provide current income exempt from regular Federal income tax and New York State and New York City personal income taxes. The Fund’s investment policies provide that, as a matter of fundamental policy, under normal market conditions, the Fund will invest at least 80% of its Managed Assets in investments the income from which is exempt from federal income tax and New York State and New York City personal income tax (except that interest may be subject to the alternative minimum tax). “Managed Assets” means the total assets of the Fund (including any assets attributable to any preferred shares that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage). The Fund may not change its investment objective or the foregoing fundamental policy without the approval of the holders of a majority of the outstanding common shares and the outstanding preferred shares, including the variable rate demand preferred shares (“VRDP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred shares, including the VRDP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the shares present at a meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares, whichever is less.

The Fund’s investment policies provide that, under normal market conditions, the Fund will invest at least 80% of its Managed Assets in investment grade quality municipal bonds. Investment grade quality means that such bonds are rated, at the time of investment, within the four highest grades (Baa or BBB or better by Moody’s, S&P or Fitch) or are unrated but judged to be of comparable quality by BlackRock Advisors, LLC (the “Manager”). Municipal bonds rated Baa by Moody’s are investment grade, but Moody’s considers municipal bonds rated Baa to have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to a weakened capacity for issuers of municipal bonds that are rated BBB or Baa (or that have equivalent ratings) to make principal and interest payments than is the case for issuers of higher grade municipal bonds. In the case of short term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F-1+ through F-3 for Fitch. In the case of tax exempt commercial paper, the investment grade rating categories are A- 1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s and BBB and F-3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of municipal bonds with respect to the foregoing requirements, the Manager takes into account the nature of any letters of credit or similar credit enhancement to which particular municipal bonds are entitled and the creditworthiness of the financial institution that provided such credit enhancement.

 

 

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The Manager may invest up to 20% of its Managed Assets in municipal bonds that are rated, at the time of investment, Ba/BB or B by Moody’s, S&P or Fitch or that are unrated but judged to be of comparable quality by the Manager. Bonds of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Such securities are sometimes referred to as “high yield” or “junk” bonds.

The Fund may invest directly in such securities or synthetically through the use of derivatives.

The foregoing credit quality policies apply only at the time a security is purchased, and the Fund is not required to dispose of a security if a rating agency downgrades its assessment of the credit characteristics of a particular issue. In determining whether to retain or sell a security that a rating agency has downgraded, the Manager may consider such factors as the Manager’s assessment of the credit quality of the issuer of the security, the price at which the security could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.

Subject to the Fund’s policy of investing, under normal market conditions, at least 80% of its Managed Assets (as defined for this policy) in investments the income from which is exempt from federal income tax and New York State and New York City personal income tax, the Fund may invest in securities that pay interest that is not exempt from New York State and New York City personal income tax when, in the judgment of the Manager, the return to the shareholders after payment of applicable New York State and New York City personal income tax would be higher than the return available from comparable securities that pay interest that is, or make other distributions that are, exempt from New York State and New York City personal income tax.

The Fund may also invest in securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly and in tax-exempt preferred shares that pay dividends that are exempt from regular federal income tax. In addition, the Fund may purchase municipal bonds that are additionally secured by insurance, bank credit agreements or escrow accounts. The credit quality of companies which provide these credit enhancements will affect the value of those securities.

Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income. The insurance feature does not guarantee the market value of the insured obligations or the net asset value of the common shares.

The Fund may invest in certain tax exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (in general, bonds that benefit non-governmental entities) that may subject certain investors in the Fund to a federal alternative minimum tax. The percentage of the Fund’s total assets invested in private activity bonds will vary from time to time. The Fund has not established any limit on the percentage of its portfolio that may be invested in municipal bonds subject to the federal alternative minimum tax provisions of federal tax law, and the Fund expects that a portion of the income it produces will be includable in alternative minimum taxable income. VRDP Shares therefore would not ordinarily be a suitable investment for investors who are subject to the federal alternative minimum tax or who would become subject to such tax by purchasing VRDP Shares. The suitability of an investment in VRDP Shares will depend upon a comparison of the after-tax yield likely to be provided from the Fund with that from comparable tax-exempt investments not subject to the federal alternative minimum tax, and from comparable fully taxable investments, in light of each such investor’s tax position. Special considerations may apply to corporate investors.

The average maturity of the Fund’s portfolio securities varies from time to time based upon an assessment of economic and market conditions by the Manager. The Fund’s portfolio at any given time may include both long-term and intermediate-term municipal bonds.

The Fund’s stated expectation is that it will invest in municipal bonds that, in the Manager’s opinion, are underrated or undervalued. Underrated municipal bonds are those whose ratings do not, in the opinion of the Manager, reflect their true higher creditworthiness. Undervalued municipal bonds are bonds that, in the opinion of the Manager, are worth more than the value assigned to them in the marketplace. The Manager may at times believe that bonds associated with a particular municipal market sector (for example, but not limited to electric utilities), or issued by a particular municipal issuer, are undervalued. The Manager may purchase those bonds for the Fund’s portfolio because they represent a market sector or issuer that the Manager considers undervalued, even if the value of those particular bonds appears to be consistent with the value of similar bonds. Municipal bonds of particular types (for example, but not limited to hospital bonds, industrial revenue bonds or bonds issued by a particular municipal issuer) may be undervalued because there is a temporary excess of supply in that market sector, or because of a general decline in the market price of municipal bonds of the market sector for reasons that do not apply to the particular municipal bonds that are considered undervalued. The Fund’s investment in underrated or undervalued municipal bonds will be based on the Manager’s belief that their yield is higher than that available on bonds bearing equivalent levels of interest rate risk, credit risk and other forms of risk, and that their prices will ultimately rise, relative to the market, to reflect their true value. Any capital appreciation realized by the Fund will generally result in capital gain distributions subject to federal capital gains taxation. The Fund ordinarily does not intend to realize significant investment income not exempt from federal income tax. From time to time, the Fund may realize taxable capital gains.

During temporary defensive periods, and in order to keep the Fund’s cash fully invested, the Fund may invest up to 100% of its net assets in liquid, short-term investments, including high quality, short-term securities that may be either tax-exempt or taxable. The Fund may not achieve its investment objective under these circumstances. The Fund intends to invest in taxable short-term investments only if suitable tax-exempt short-term investments are not available at reasonable prices and yields. If the Fund invests in taxable short term investments a portion of your dividends would be subject to regular Federal income tax and New York State and New York City personal income taxes.

The Fund may purchase and sell futures contracts, enter into various interest rate transactions and may purchase and sell exchange-listed and over-the-counter put and call options on securities, financial indices and futures contracts. These derivative transactions may be used for duration management and other risk management to attempt to protect against possible changes in the market value of the Fund’s portfolio resulting from trends in the debt securities markets and changes in interest rates, to protect the Fund’s unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing particular securities and to enhance income or gain.

Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of VRDP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to the Fund’s investment restrictions.

The Fund reserves the right to borrow funds subject to the Fund’s investment restrictions. The proceeds of borrowings may be used for any valid purpose including, without limitation, liquidity, investments and repurchases of shares of the Fund.

Other Investment Policies:The Fund may invest up to 10% of its total assets in securities of other open- or closed- end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly, subject to certain requirements.

The Fund may invest up to 10% of its total assets in preferred interests of other investment funds that pay dividends that are exempt from regular federal income tax, subject to certain requirements.

During temporary defensive periods (e.g., times when, in the Manager’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax- exempt bond market adversely affect the price at which long-term or intermediate-term municipal bonds are available), and in order to keep cash on hand fully invested, the Fund may invest up to 100% of its net assets in liquid, short-term investments including high quality, short-term securities which may be either tax-exempt or taxable and securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the type in which the Fund may invest directly. The Fund intends to invest in taxable short-term investments only in the event that suitable tax-exempt temporary investments are not available at reasonable prices and yields. The Fund’s investment policies provide that it will invest only in taxable temporary investments which are U.S. government securities or securities rated within the highest grade by Moody’s, S&P or Fitch, and which mature within one year from the date of purchase or carry a variable or floating rate of interest (such short-term obligations being referred to herein as “Temporary Investments”). Temporary Investments of the Fund may include certificates of deposit issued by U.S. banks with assets of at least $1 billion, commercial paper or corporate notes, bonds or debentures with a remaining maturity of one year or less, or repurchase agreements. To the extent the Fund invests in Temporary Investments, the Fund will not at such times be in a position to achieve its investment objective of tax-exempt income.

Short-term taxable fixed-income investments include, without limitation, the following: (i) U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities, (ii) certificates of deposit issued against funds deposited in a bank or a savings and loan association, (iii) repurchase agreements, which involve purchases of debt securities, and (iv) commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Short-term tax-exempt fixed-income securities are securities that are exempt from regular federal income tax and mature within three years or less from the date of issuance.

Short-term tax-exempt fixed-income securities include, without limitation, the following: (i) Bond Anticipation Notes (“BANs”), which are usually general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds, (ii) Tax Anticipation Notes (“TANs”), which are issued by state and local governments to finance the current operations of such governments, (iii) Revenue Anticipation Notes (“RANs”), which are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes, (iv) Construction Loan Notes, which are issued to provide construction financing for specific projects, (v) Bank Notes, which are notes issued by local government bodies and agencies to commercial banks as evidence of borrowings, and (vi) Tax-Exempt Commercial Paper (“municipal paper”), which represents very short-term unsecured, negotiable promissory notes, issued by states, municipalities and their agencies.

Certain municipal bonds may carry variable or floating rates of interest whereby the rate of interest is not fixed but varies with changes in specified market rates or indices, such as a bank prime rate or tax-exempt money market indices.

The Fund may make short sales of municipal bonds. The Fund may make short sales to hedge positions, for duration and risk management, in order to maintain portfolio flexibility or, to the extent applicable, to enhance income or gain.

The Fund may invest in restricted and illiquid securities.

The Fund may lend portfolio securities to certain borrowers determined to be creditworthy by the Manager, including to borrowers affiliated with the Manager.

BlackRock Virginia Municipal Bond Trust (BHV)

The Fund’s investment objective is to provide current income exempt from regular federal income taxes and Virginia personal income tax. As a fundamental policy, under normal market conditions, the Fund will invest at least 80% of its Managed Assets in municipal bonds, the interest of which is exempt from regular federal income tax and Virginia personal income tax. The Fund cannot change its investment objective or the foregoing fundamental policy without the approval of the holders of a majority of the outstanding common shares and the outstanding preferred shares, including the variable demand rate preferred shares (“VRDP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred shares, including the VRDP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the shares present at a meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares, whichever is less.

Under normal market conditions, the Fund invests at least 80% of its Managed Assets in investment grade quality municipal bonds. Investment grade quality means that such bonds are rated, at the time of investment, within the four highest quality ratings as determined by either Moody’s (currently Aaa, Aa, A and Baa), S&P (currently AAA, AA, A and BBB) or Fitch (currently AAA, AA, A and BBB) or are unrated but judged to be of comparable quality by BlackRock Advisors, LLC (the “Manager”). Municipal bonds rated Baa by Moody’s are investment grade, but Moody’s considers municipal bonds rated Baa to have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to a weakened capacity for issuers of municipal bonds that are rated BBB or Baa (or that have equivalent ratings) to make principal and interest payments than is the case for issues of higher grade municipal bonds. In the case of short term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG 1 through MIG 3 for Moody’s and F1+ through F3 for Fitch. In the case of tax exempt commercial paper, the investment grade rating categories are A-1+

 

 

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through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F1+ through F3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG 3 and Prime-3 for Moody’s and BBB and F3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of municipal bonds with respect to the foregoing requirements, the Manager takes into account the nature of any letters of credit or similar credit enhancement to which particular municipal bonds are entitled and the creditworthiness of the financial institution that provided such credit enhancement.

The Fund may invest up to 20% of its Managed Assets in municipal bonds that are rated, at the time of investment, Ba/BB or B by Moody’s, S&P or Fitch or that are unrated but judged to be of comparable quality by the Manager. Securities rated Ba/BB or below are commonly referred to as “high yield” or “junk” bonds and are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the security and generally involve a greater volatility of price than securities in higher rating categories. Below investment grade securities and comparable unrated securities involve substantial risk of loss, are considered speculative with respect to the issuer’s ability to pay interest and any required redemption or principal payments and are susceptible to default or decline in market value due to adverse economic and business developments.

All percentage and ratings limitations on securities in which the Fund may invest apply at the time of making an investment and shall not be considered violated if an investment rating is subsequently downgraded to a rating that would have precluded the Fund’s initial investment in such security. In determining whether to retain or sell a security that a rating agency has downgraded, the Manager may consider such factors as the Manager’s assessment of the credit quality of the issuer of the security, the price at which the security could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.

Subject to the Fund’s policy, under normal market conditions, of investing at least 80% of its Managed Assets in municipal bonds, the interest from which is exempt from Virginia personal income tax, the Fund may invest in securities that pay interest that is not exempt from Virginia personal income tax when, in the judgment of the Manager, the return to the shareholders after payment of applicable Virginia personal income tax would be higher than the return available from comparable securities that pay interest that is, or make other distributions that are, exempt from Virginia personal income tax.

The Fund may also invest in securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly and in tax-exempt preferred shares that pay dividends that are exempt from regular federal income tax. In addition, the Fund may purchase municipal bonds that are additionally secured by insurance, bank credit agreements or escrow accounts. The credit quality of companies which provide these credit enhancements will affect the value of those securities. Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income. The insurance feature does not guarantee the market value of the insured obligations or the net asset value of the common shares. The Fund may purchase insured bonds and may purchase insurance for bonds in its portfolio.

The Fund may invest in certain tax exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (“PABs”) (in general, bonds that benefit non-governmental entities) that may subject certain investors in the Fund to an alternative minimum tax. The percentage of the Fund’s total assets invested in PABs will vary from time to time. The Fund has not established any limit on the percentage of its portfolio that may be invested in municipal bonds subject to the federal alternative minimum tax provisions of federal tax law, and the Fund expects that a portion of the income it produces will be includable in alternative minimum taxable income. VRDP Shares may not be a suitable investment for investors who are subject to the federal alternative minimum tax or who would become subject to the federal alternative minimum tax as a result of purchasing VRDP Shares. The suitability of an investment in VRDP Shares will depend upon a comparison of the after-tax yield likely to be provided from the Fund with that from comparable tax-exempt investments not subject to the federal alternative minimum tax, and from comparable fully taxable investments, in light of each such investor’s tax position. Special considerations may apply to corporate investors.

The average maturity of the Fund’s portfolio securities will vary based upon the Manager’s assessment of economic and market conditions. The Fund’s portfolio at any given time may include both long-term and intermediate-term municipal bonds.

The Fund’s stated expectation is that it may invest in municipal bonds that, in the Manager’s opinion, are underrated or undervalued. Underrated municipal bonds are those whose ratings do not, in the opinion of the Manager, reflect their true higher creditworthiness. Undervalued municipal bonds are bonds that, in the opinion of the Manager, are worth more than the value assigned to them in the marketplace. The Manager may at times believe that bonds associated with a particular municipal market sector (for example, but not limited to electric utilities), or issued by a particular municipal issuer, are undervalued. The Manager may purchase those bonds for the Fund’s portfolio because they represent a market sector or issuer that the Manager considers undervalued, even if the value of those particular bonds appears to be consistent with the value of similar bonds. Municipal bonds of particular types (for example, but not limited to hospital bonds, industrial revenue bonds or bonds issued by a particular municipal issuer) may be undervalued because there is a temporary excess of supply in that market sector, or because of a general decline in the market price of municipal bonds of the market sector for reasons that do not apply to the particular municipal bonds that are considered undervalued. The Fund’s investment in underrated or undervalued municipal bonds will be based on the Manager’s belief that their yield is higher than that available on bonds bearing equivalent levels of interest rate risk, credit risk and other forms of risk, and that their prices will ultimately rise, relative to the market, to reflect their true value. Any capital appreciation realized by the Fund will generally result in capital gain distributions subject to federal capital gains taxation.

The Fund ordinarily does not intend to realize significant investment income not exempt from federal income taxes. From time to time, the Fund may realize taxable capital gains.

Federal tax legislation may limit the types and volume of bonds the interest on which qualifies for a U.S. federal income tax exemption. As a result, current legislation and legislation that may be enacted in the future may affect the availability of municipal bonds for investment by the Fund.

The Fund may purchase and sell futures contracts, enter into various interest rate transactions and may purchase and sell exchange-listed and over-the-counter put and call options on securities, financial indices and futures contracts. These derivative transactions may be used for duration management and other risk management to attempt to protect against possible changes in the market value of the Fund’s portfolio resulting from trends in the debt securities markets and changes in interest rates, to protect the Fund’s unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing particular securities and to enhance income or gain.

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of VRDP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to the Fund’s investment restrictions. The Fund may enter into derivative transactions that have economic leverage embedded in them.

The Fund reserves the right to borrow funds subject to the Fund’s investment restrictions. The proceeds of borrowings may be used for any valid purpose including, without limitation, liquidity, investments and repurchases of shares of the Fund.

The Fund may also borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.

Other Investment Policies:The Fund may invest up to 10% of its total assets in securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly, subject to certain requirements.

The Fund may invest up to 10% of its total assets in preferred interests of other investment funds that pay dividends that are exempt from regular federal income tax, subject to certain requirements.

During temporary defensive periods (e.g., times when, in the Manager’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax- exempt bond market adversely affect the price at which long-term or intermediate-term municipal bonds are available), and in order to keep cash on hand fully invested, the Fund may invest up to 100% of its net assets in liquid, short-term investments including high quality, short-term securities which may be either tax-exempt or taxable and securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the type in which the Fund may invest directly. The Fund intends to invest in taxable short-term investments only in the event that suitable tax-exempt temporary investments are not available at reasonable prices and yields. The Fund’s investment policies provide that it will invest only in taxable temporary investments which are U.S. government securities or securities rated within the highest grade by Moody’s, S&P or Fitch, and which mature within one year from the date of purchase or carry a variable or floating rate of interest (such short-term obligations being referred to herein as “Temporary Investments”). Temporary Investments of the Fund may include certificates of deposit issued by U.S. banks with assets of at least $1 billion, commercial paper or corporate notes, bonds or debentures with a remaining maturity of one year or less, or repurchase agreements. To the extent the Fund invests in Temporary Investments, the Fund will not at such times be in a position to achieve its investment objective of tax-exempt income.

Short-term taxable fixed-income investments include, without limitation, the following: (i) U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities, (ii) certificates of deposit issued against funds deposited in a bank or a savings and loan association, (iii) repurchase agreements, which involve purchases of debt securities, and (iv) commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Short-term tax-exempt fixed-income securities are securities that are exempt from regular federal income tax and mature within three years or less from the date of issuance.

Short-term tax-exempt fixed-income securities include, without limitation, the following: (i) Bond Anticipation Notes (“BANs”), which are usually general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds, (ii) Tax Anticipation Notes (“TANs”), which are issued by state and local governments to finance the current operations of such governments, (iii) Revenue Anticipation Notes (“RANs”), which are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes, (iv) Construction Loan Notes, which are issued to provide construction financing for specific projects, (v) Bank Notes, which are notes issued by local government bodies and agencies to commercial banks as evidence of borrowings, and (vi) Tax-Exempt Commercial Paper (“municipal paper”), which represents very short-term unsecured, negotiable promissory notes, issued by states, municipalities and their agencies.

The Fund may invest in variable rate demand obligations. The Fund may invest in all types of tax-exempt instruments currently outstanding or to be issued in the future which satisfy its short term maturity and quality standards.

Certain municipal bonds may carry variable or floating rates of interest whereby the rate of interest is not fixed but varies with changes in specified market rates or indices, such as a bank prime rate or tax-exempt money market indices.

The Fund may make short sales of municipal bonds. The Fund may make short sales to hedge positions, for duration and risk management, in order to maintain portfolio flexibility or to enhance income or gain.

The Fund may invest in restricted and illiquid investments.

The Fund may lend portfolio securities to certain borrowers determined to be creditworthy by the Manager, including to borrowers affiliated with the Manager.

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

Risk Factors

This section contains a discussion of the general risks of investing in each Fund. The net asset value and market price of, and dividends paid on, the common shares will fluctuate with and be affected by, among other things, the risks more fully described below. As with any fund, there can be no guarantee that a Fund will meet its investment objective or that the Fund’s performance will be positive for any period of time. Each risk noted below is applicable to each Fund unless the specific Fund or Funds are noted in a parenthetical.

Non-Diversification Risk (BZM, MHE, MHN, BSE, BFY and BHV): The Fund is a non-diversified fund. Because the Fund may invest in securities of a smaller number of issuers, it may be more exposed to the risks associated with and developments affecting an individual issuer than a fund that invests more widely.

Investment and Market Discount Risk: An investment in the Fund’s common shares is subject to investment risk, including the possible loss of the entire amount that you invest. As with any stock, the price of the Fund’s common shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Common shares are designed for long-term investors and the Fund should not be treated as a trading vehicle. Shares of closed-end management investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities. At any point in time an investment in the Fund’s common shares may be worth less than the original amount invested, even after taking into account distributions paid by the Fund. During periods in which the Fund may use leverage, the Fund’s investment, market discount and certain other risks will be magnified

Debt Securities Risk: Debt securities, such as bonds, involve interest rate risk, credit risk, extension risk, and prepayment risk, among other things

 

   

Interest rate risk — The market value of bonds and other fixed-income securities changes in response to interest rate changes and other factors. 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 Fund may be subject to a greater risk of rising interest rates due to the current period of historically low rates. For example, if interest rates increase by 1%, assuming a current portfolio duration of ten years, and all other factors being equal, the value of the Fund’s investments would be expected to decrease by 10%. The magnitude of these fluctuations in the market price of bonds and other fixed-income securities is generally greater for those securities with longer maturities.

Fluctuations in the market price of the Fund’s investments will not affect interest income derived from instruments already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may lose money if short-term or long-term interest rates rise sharply in a manner not anticipated by Fund management.

To the extent the Fund invests in debt securities that may be prepaid at the option of the obligor (such as mortgage-backed securities), the sensitivity of such securities to changes in interest rates may increase (to the detriment of the Fund) when interest rates rise. Moreover, because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities.

These basic principles of bond prices also apply to U.S. Government securities. A security backed by the “full faith and credit” of the U.S. Government is guaranteed only as to its stated interest rate and face value at maturity, not its current market price. Just like other fixed-income securities, government-guaranteed securities will fluctuate in value when interest rates change.

A general rise in interest rates has the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from funds that hold large amounts of fixed-income securities. Heavy redemptions could cause the Fund to sell assets at inopportune times or at a loss or depressed value and could hurt the Fund’s performance

 

   

Credit risk — Credit risk refers to the possibility that the issuer of a debt security (i.e., the borrower) will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

 

   

Extension risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these obligations to fall.

 

   

Prepayment risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields.

Municipal Securities Risks: Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. These risks include:

 

   

General obligation bonds risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base

 

   

Revenue bonds risks — These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

 

   

Private activity bonds risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment. The Fund’s investments may consist of private activity bonds that may subject certain shareholders to an alternative minimum tax.

 

   

Moral obligation bonds risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

   

Municipal notes risks — Municipal notes are shorter term municipal debt obligations. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money.

 

   

Municipal lease obligations risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.

 

   

Tax-exempt status risk — The Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities.

State Specific Risk: The Fund invests primarily in municipal bonds issued by or on behalf of its designated state.As a result, the Fund is more exposed to risks affecting issuers of its designated state’s municipal securities than is a fund that invests more widely. Fund management does not believe that the current economic conditions will adversely affect the Fund’s ability to invest in high quality state municipal securities in its designated state.

Taxability Risk: The Fund intends to minimize the payment of taxable income to shareholders by investing in tax-exempt or municipal securities in reliance at the time of purchase on an opinion of bond counsel to the issuer that the interest paid on those securities will be excludable from gross income for U.S. federal income tax purposes. Such securities, however, may be determined to pay, or have paid, taxable income subsequent to the Fund’s acquisition of the securities. In that event, the Internal Revenue Service may demand that the Fund pay U.S. federal income taxes on the affected interest income, and, if the Fund agrees to do so, the Fund’s yield could be adversely affected. In addition, the treatment of dividends previously paid or to be paid by the Fund as “exempt interest dividends” could be adversely affected, subjecting the Fund’s shareholders to increased U.S. federal income tax liabilities. Federal tax legislation may limit the types and volume of bonds the interest on which qualifies for a federal income tax-exemption. As a result, current legislation and legislation that may be enacted in the future may affect the availability of municipal bonds for investment by the Fund. In addition, future laws, regulations, rulings or court decisions may cause interest on municipal securities to be subject, directly or indirectly, to U.S. federal income taxation or interest on state municipal securities to be subject to state or local income taxation, or the value of state municipal securities to be subject to state or local intangible personal property tax, or may otherwise prevent the Fund from realizing the full current benefit of the tax-exempt status of such securities. Any such change could also affect the market price of such securities, and thus the value of an investment in the Fund.

Insurance Risk: Insurance guarantees that interest payments on a municipal security will be made on time and that the principal will be repaid when the security matures. However, insurance does not protect against losses caused by declines in a municipal security’s value. The Fund cannot be certain that any insurance company will make the payments it guarantees. If a municipal security’s insurer fails to fulfill its obligations or loses its credit rating, the value of the security could drop.

Junk Bonds Risk: Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk investments that are considered speculative and may cause income and principal losses for the Fund.

Zero Coupon Securities Risk: While interest payments are not made on such securities, holders of such securities are deemed to have received income (“phantom income”) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holder’s ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently. Longer term zero coupon bonds are more exposed to interest rate risk than shorter term zero coupon bonds. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash.

When-Issued and Delayed Delivery Securities and Forward Commitments Risk: When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.

U.S. Government Obligations Risk: Certain securities in which the Fund may invest, including securities issued by certain U.S. Government agencies and U.S. Government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.

Variable Rate Demand Obligations Risks: Variable rate demand obligations are floating rate securities that combine an interest in a long term municipal bond with a right to demand payment before maturity from a bank or other financial institution. If the bank or financial institution is unable to pay, the Fund may lose money.

Repurchase Agreements and Purchase and Sale Contracts Risk: If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in either situation and the market value of the security declines, the Fund may lose money.

Leverage Risk: The Fund uses leverage for investment purposes through the issuance of VRDP Shares. The Fund also utilizes leverage for investment purposes by entering into reverse repurchase agreements, derivative instruments with leverage embedded in then, such as TOB Residuals and, if applicable, dollar rolls. The Fund’s use of leverage may increase or decrease from time to time in its discretion and the Fund may, in the future, determine not to use leverage.

The use of leverage creates an opportunity for increased common share net investment income dividends, but also creates risks for the holders of common shares. The Fund cannot assure you that the use of leverage will result in a higher yield on the common shares. Any leveraging strategy the Fund employs may not be successful.

Leverage involves risks and special considerations for common shareholders, including:

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

   

the likelihood of greater volatility of net asset value, market price and dividend rate of the common shares than a comparable portfolio without leverage;

 

   

the risk that fluctuations in interest rates or dividend rates on any leverage that the Trust must pay will reduce the return to the common shareholders;

 

   

the effect of leverage in a declining market, which is likely to cause a greater decline in the net asset value of the common shares than if the Trust were not leveraged, which may result in a greater decline in the market price of the common shares;

 

   

leverage may increase operating costs, which may reduce total return.

Any decline in the net asset value of the Fund’s investments will be borne entirely by the holders of common shares. Therefore, if the market value of the Fund’s portfolio declines, leverage will result in a greater decrease in net asset value to the holders of common shares than if the Fund were not leveraged. This greater net asset value decrease will also tend to cause a greater decline in the market price for the common shares.

Tender Option Bonds Risk: The Fund’s participation in tender option bond transactions may reduce the Fund’s returns and/or increase volatility. Investments in tender option bond transactions expose the Fund to counterparty risk and leverage risk. An investment in a tender option bond transaction typically will involve greater risk than an investment in a municipal fixed rate security, including the risk of loss of principal. Distributions on TOB Residuals will bear an inverse relationship to short-term municipal security interest rates. Distributions on TOB Residuals paid to the Fund will be reduced or, in the extreme, eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. TOB Residuals generally will underperform the market for fixed rate municipal securities in a rising interest rate environment. The Fund may invest special purpose trusts formed for the purpose of holding municipal bonds contributed by one or more funds (“TOB Trusts”) on either a non-recourse or recourse basis. If the Fund invests in a TOB Trust on a recourse basis, it could suffer losses in excess of the value of its TOB Residuals.

Reverse Repurchase Agreements Risk: Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon price, date and interest payment. Reverse repurchase agreements involve the risk that the other party may fail to return the securities in a timely manner or at all. The Fund could lose money if it is unable to recover the securities and the value of the collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value of the securities. These events could also trigger adverse tax consequences for the Fund. In addition, reverse repurchase agreements involve the risk that the interest income earned in the investment of the proceeds will be less than the interest expense.

Dollar Rolls Risk (MHE): Dollar rolls involve the risk that the market value of the securities that the Fund is committed to buy may decline below the price of the securities the Fund has sold. These transactions may involve leverage.

Short Sales Risk (BZM, BQH, BSE, BFY and BHV): Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short.

Illiquid Investments Risk: The Fund 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. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting the Fund’s net asset value and ability to make dividend distributions. The financial markets in general, and certain segments of the mortgage-related securities markets in particular, have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time. 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.

Investment Companies and ETFs Risk (BZM, MHN, BQH, BSE, BFY and BHV): Subject to the limitations set forth in the 1940 Act or as otherwise limited by the SEC, the Fund may acquire shares in other investment companies and in exchange-traded funds (“ETFs”), some of which may be affiliated investment companies. The market value of the shares of other investment companies and ETFs may differ from their net asset value. As an investor in investment companies and ETFs, the Fund would bear its ratable share of that entity’s expenses, including its investment advisory and administration fees, while continuing to pay its own advisory and administration fees and other expenses (to the extent not offset by the Manager through waivers). As a result, shareholders will be absorbing duplicate levels of fees with respect to investments in other investment companies and ETFs (to the extent not offset by the Manager through waivers).

The securities of other investment companies and ETFs in which the Fund may invest may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities. An investment in securities of other investment companies and ETFs that use leverage may expose the Fund to higher volatility in the market value of such securities and the possibility that the Fund’s long-term returns on such securities (and, indirectly, the long-term returns of shares of the Fund) will be diminished.

As with other investments, investments in other investment companies, including ETFs, are subject to market and selection risk. To the extent the Fund is held by an affiliated fund, the ability of the Fund itself to hold other investment companies may be limited.

Derivatives Risk: The Fund’s use of derivatives may increase its costs, reduce the Fund’s returns and/or increase volatility. Derivatives involve significant risks, including:

 

   

Volatility risk — Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate with the overall securities markets.

 

   

Counterparty risk — Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation.

 

 

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Fund Investment Objectives, Policies and Risks  (continued)

 

   

Market and illiquidity risk — The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

   

Valuation risk — Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them.

 

   

Hedging risk — Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences.

 

   

Tax risk — Certain aspects of the tax treatment of derivative instruments, including swap agreements and commodity-linked derivative instruments, are currently unclear and may be affected by changes in legislation, regulations or other legally binding authority. Such treatment may be less favorable than that given to a direct investment in an underlying asset and may adversely affect the timing, character and amount of income the Fund realizes from its investments.

 

   

Regulatory risk — Derivative contracts, including, without limitation, swaps, currency forwards and non-deliverable forwards, are subject to regulation under the Dodd- Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) in the United States and under comparable regimes in Europe, Asia and other non- U.S. jurisdictions. Under the Dodd-Frank Act, certain derivatives are subject to margin requirements and swap dealers are required to collect margin from the Fund with respect to such derivatives. Specifically, regulations are now in effect that require swap dealers to post and collect variation margin (comprised of specified liquid instruments and subject to a required haircut) in connection with trading of OTC swaps with the Fund. Shares of investment companies (other than certain money market funds) may not be posted as collateral under these regulations. Requirements for posting of initial margin in connection with OTC swaps will be phased-in through at least 2021. In addition, regulations adopted by global prudential regulators that are now in effect require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many derivatives contracts, terms that delay or restrict the rights of counterparties, such as the Fund, to terminate such contracts, foreclose upon collateral, exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency proceedings. The implementation of these requirements with respect to derivatives, as well as regulations under the Dodd-Frank Act regarding clearing, mandatory trading and margining of other derivatives, may increase the costs and risks to the Fund of trading in these instruments and, as a result, may affect returns to investors in the Fund.

In November 2019, the SEC proposed new regulations governing the use of derivatives by registered investment companies. If adopted as proposed, new Rule 18f-4 would impose limits on the amount of derivatives a fund could enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treat derivatives as senior securities so that a failure to comply with the proposed limits would result in a statutory violation and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager.

Market Risk and Selection Risk: Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. The value of a security or other asset may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other asset, or factors that affect a particular issuer or issuers, exchange, country, group of countries, region, market, industry, group of industries, sector or asset class. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues like pandemics or epidemics, recessions, or other events could have a significant impact on the Fund and its investments. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.

A recent outbreak of an infectious coronavirus has developed into a global pandemic that has resulted in numerous disruptions in the market and has had significant economic impact leaving general concern and uncertainty. The impact of this coronavirus, and other epidemics and pandemics that may arise in the future, could affect the economies of many nations, individual companies and the market in general ways that cannot necessarily be foreseen at the present time.

 

 

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Automatic Dividend Reinvestment Plan

 

Pursuant to BZM, MHE, MHN, BQH, BSE, BFY and BHV’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 BZM, MHE, MHN, BQH, BSE, BFY and BHV 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 in BZM, BQH, BSE, BFY and BHV that request a sale of shares are subject to a $2.50 sales fee and a $0.15 per share sold brokerage commission fee. Participants in MHE and MHN that request a sale of shares are subject to a $0.02 per share sold brokerage commission. 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.

 

 

AUTOMATIC DIVIDEND REINVESTMENT PLAN

  109


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

  

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.    86 RICs consisting of 110 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.    86 RICs consisting of 110 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.    86 RICs consisting of 110 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.    86 RICs consisting of 110 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.    87 RICs consisting of 111 Portfolios    None

R. Glenn Hubbard

1958

  

Trustee

(Since 2007)

   Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988.    86 RICs consisting of 110 Portfolios   

ADP (data and

information services);

Metropolitan Life

Insurance Company

(insurance); KKR

Financial Corporation

(finance) from

2004 until 2014

 

 

110  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


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

  

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.    87 RICs consisting of 111 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.    87 RICs consisting of 111 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

  

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.    121 RICs consisting of 275 Portfolios    None

John M. Perlowski(d)

1964

  

Trustee

(Since 2015);

President and Chief

Executive Officer

(Since 2010)

   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.    122 RICs consisting of 276 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

 

 

TRUSTEE AND OFFICER INFORMATION

  111


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.

Lisa Belle

1968

  

Anti-Money Laundering

Compliance Officer

(Since 2019)

   Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.

Janey Ahn

1975

  

Secretary

(Since 2019)

   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.

 

 

112  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Additional Information  

 

Proxy Results

The Annual Meeting of Shareholders was held on July 27, 2020 for shareholders of record on May 29, 2020, to elect trustee nominees for each Trust other than BQH. There were no broker non-votes with regard to any of the Trusts.

Shareholders of BZM, BSE, BFY and BHV elected the Class I Trustees as follows:

 

Trust Name   Michael J. Castellano     R. Glenn Hubbard     John M. Perlowski     W. Carl Kester(a)  
  Votes For     Votes Withheld     Votes For     Votes Withheld     Votes For     Votes Withheld     Votes For     Votes Withheld  

BZM

    1,749,311       97,749       1,741,267       105,793       1,749,311       97,749       160       0  

BSE

    4,599,591       1,186,559       4,598,544       1,187,606       4,599,591       1,186,559       405       0  

BFY

    3,515,198       683,312       3,778,065       420,445       3,788,500       410,010       444       0  

BHV

    1,312,411       79,216       1,312,411       79,216       1,297,811       93,816       116       0  

 

  (a)

Voted on by holders of preferred shares only.

 

For the Trusts listed above, Trustees whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are Richard E. Cavanagh, Cynthia L. Egan, Robert Fairbairn, Catherine A. Lynch, Karen P. Robards, and Frank J. Fabozzi.

Shareholders of MHE and MHN elected the Trustees as follows:

 

Trust Name   Michael J. Castellano     Richard E. Cavanagh     Cynthia L. Egan  
  Votes For     Votes Withheld            Votes For     Votes Witheld            Votes For     Votes Withheld         

MHN

    19,494,461       7,468,510               19,458,629       7,504,342               20,045,524       6,917,447          
                 
            Votes Against     Abstain            Votes Against     Abstain            Votes Against     Abstain  

MHE

    1,987,489       74,510       2,000       1,962,959       99,040       2,000       1,990,501       71,498       2,000  
                 
Trust Name   Robert Fairbairn     R. Glenn Hubbard     Catherine A. Lynch  
  Votes For     Votes Withheld            Votes For     Votes Witheld            Votes For     Votes Withheld         

MHN

    20,032,675       6,930,296               19,984,604       6,978,367               20,045,556       6,917,415          
                 
            Votes Against     Abstain            Votes Against     Abstain            Votes Against     Abstain  

MHE

    1,985,490       76,509       2,000       1,967,774       94,225       2,000       1,984,492       77,507       2,000  
                 
Trust Name   John M. Perlowski     Karen P. Robards     Frank J. Fabozzi(a)  
  Votes For     Votes Withheld            Votes For     Votes Witheld            Votes For     Votes Withheld         

MHN

    20,025,038       6,937,933               19,498,969       7,464,002               2,436       0          
                 
            Votes Against     Abstain            Votes Against     Abstain            Votes Against     Abstain  

MHE

    1,987,490       74,509       2,000       1,985,489       76,510       2,000       185       0       0  
                 
Trust Name                                             W. Carl Kester(a)  
                                            Votes For     Votes Withheld         

MHN

                                                    2,436       0          
                 
                                                      Votes Against     Abstain  

MHE

                                                    185       0       0  

 

  (a)

Voted on by holders of preferred shares only.

 

 

 

ADDITIONAL INFORMATION

  113


Additional Information  (continued)

 

At a Special Meeting of Shareholders of BlackRock New York Municipal Bond Trust (“BQH”) held on Friday, August 21, 2020, BQH shareholders were asked to vote on the following proposals:

Common and Preferred Shareholders

Proposal 1(A). The common shareholders and preferred shareholders of BlackRock New York Municipal Bond Trust (the “Target Fund”), were asked to vote as a single class on a proposal to approve an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Target Fund will merge with and into a Massachusetts limited liability company and a wholly-owned subsidiary of BlackRock New York Municipal Opportunities Fund (the “Acquiring Fund”), a series of BlackRock Multi-State Municipal Series Trust, with the Target Fund’s common shares being converted into newly issued Investor A shares of the Acquiring Fund.

With respect to Proposal 1(A), the shares of the Trust were voted as follows:

 

Trust Name      For        Against        Abstain  

BQH

       1,444,203          116,559          29,229  

Preferred Shareholders

Proposal 1(B). The preferred shareholders of the Target Fund are being asked to vote as a separate class on a proposal to approve the Merger Agreement.

With respect to Proposal 1(B), the shares of the Trust were voted as follows:

 

Trust Name      For        Against        Abstain  

BQH

       221                    

Trust Certification

The Trusts are listed for trading on the NYSE and BZM, MHE, MHN, BSE, BFY and BHV 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 Statements 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 changes 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. 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 adviser. Please note that not all investment advisers, banks or brokerages may offer this service.

 

 

114  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Additional Information  (continued)

 

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. The Trusts’ Forms N-PORT are available on the SEC’s website at sec.gov.

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.

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.

Trusts’ Service Providers

 

Investment Adviser

BlackRock Advisors, LLC

Wilmington, DE 19809

Accounting Agent and Custodian

State Street Bank and Trust Company

Boston, MA 02111

Transfer Agent

Computershare Trust Company, N.A.

Canton, MA 02021

VRDP Liquidity Provider

The Toronto-Dominion Bank(a)

New York, NY 10019

BofA Securities, Inc.(b)

New York, NY 10036

Wells Fargo Bank, N.A.(c)

San Francisco, CA 94104

 

 

 

ADDITIONAL INFORMATION

  115


Additional Information  (continued)

 

Trusts’ Service Providers (continued)

 

VRDP Remarketing Agent

TD Securities (USA) LLC(a)

New York, NY 10019

BofA Securities, Inc.(b)

New York, NY 10036

Wells Fargo Securities, LLC(c)

Charlotte, NC 28202

VRDPTender 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

 

 

(a)

For BZM and BHV.

(b) 

For MHN, BQH, BSE and BFY.

(c) 

For MHE.

 

 

116  

2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Glossary of Terms Used in this Report

 

Portfolio Abbreviation
AGC    Assured Guaranty Corp.
AGM    Assured Guaranty Municipal Corp.
AMBAC    AMBAC Assurance Corp.
AMT    Alternative Minimum Tax
BHAC    Berkshire Hathaway Assurance Corp.
CAB    Capital Appreciation Bonds
FGIC    Financial Guaranty Insurance Co.
FHA    Federal Housing Administration
FHLMC    Federal Home Loan Mortgage Corp.
FNMA    Federal National Mortgage Association
GNMA    Government National Mortgage Association
GO    General Obligation Bonds
GTD    GTD Guaranteed
HFA    Housing Finance Agency
M/F    Multi-Family
NPFGC    National Public Finance Guarantee Corp.
RB    Revenue Bond
S/F    Single-Family
SAB    Special Assessment Bonds
SONYMA    State of New York Mortgage Agency
ST    Special Tax
TA    Tax Allocation

 

 

GLOSSARY OF TERMS USED IN THIS  REPORT

  117


 

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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.

CEF-STMUNI-8-08/20-AR

 

 

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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 of a person 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.

 

2


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  
End  
   Previous  
Fiscal Year  
End  
   Current  
Fiscal Year  
End  
   Previous  
Fiscal Year  
End  
   Current  
Fiscal Year  
End  
   Previous  
Fiscal Year  
End  
   Current  
Fiscal Year  
End  
   Previous  
Fiscal Year  
End
  
BlackRock Massachusetts Tax-Exempt Trust    $26,112    $26,112    $0    $0    $7,800    $8,000    $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 (“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.

 

3


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 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 Massachusetts Tax-Exempt Trust    $7,800    $8,000   

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

 

4


(b) Not Applicable

 

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 Michael Perilli, Vice President at BlackRock and Kevin Maloney, Vice President at BlackRock. Each of the foregoing professionals is a member of BlackRock’s municipal tax-exempt management group and 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/or selection of its investments. Messrs. Perilli and Maloney have been members of the registrant’s portfolio management team since 2016 and 2017, respectively.

 

5


 Portfolio Manager    Biography
 Michael Perilli    Vice President of BlackRock since 2014; Associate of BlackRock from 2008 to 2014.
 Kevin Maloney    Vice President of BlackRock since 2018; Associate of BlackRock from 2014 to 2017; Analyst of BlackRock from 2011 to 2013.

(a)(2) As of August 31, 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

Michael Perilli

  21   0   0   0   0   0
    $6.81 Billion   $0   $0   $0   $0   $0

Kevin Maloney

  10   0   0   0   0   0
    $3.74 Billion   $0   $0   $0   $0   $0

 

(iv)

Portfolio Manager 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 hedge fund and/or long only accounts, or may be part of a team managing 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 August 31, 2020:

Portfolio Manager Compensation Overview

The discussion below describes the portfolio managers’ compensation as of August 31, 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 Funds 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 Funds 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, the benchmark for the Fund and other accounts is: 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. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.

 

7


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.

 

8


(a)(4) Beneficial Ownership of Securities – As of August 31, 2020.

 

Portfolio Manager   

Dollar Range of Equity Securities

of the Fund Beneficially Owned

Michael Perilli

   None

Kevin Maloney

   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 Massachusetts Tax-Exempt Trust   
  By:   /s/ John M. Perlowski                               
    John M. Perlowski   
    Chief Executive Officer (principal executive officer) of   
    BlackRock Massachusetts Tax-Exempt Trust   
                  Date:   October 30, 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 Massachusetts Tax-Exempt Trust   
  Date:   October 30, 2020   
  By:   /s/ Neal J. Andrews                                   
    Neal J. Andrews   
    Chief Financial Officer (principal financial officer) of   
    BlackRock Massachusetts Tax-Exempt Trust   
  Date:   October 30, 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 Massachusetts Tax-Exempt Trust, certify that:

1.            I have reviewed this report on Form N-CSR of BlackRock Massachusetts Tax-Exempt 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: October 30, 2020

 

/s/ John M. Perlowski                
John M. Perlowski
Chief Executive Officer (principal executive officer) of
BlackRock Massachusetts Tax-Exempt 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 Massachusetts Tax-Exempt Trust, certify that:

1.            I have reviewed this report on Form N-CSR of BlackRock Massachusetts Tax-Exempt 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: October 30, 2020

 

/s/ Neal J. Andrews                
Neal J. Andrews
Chief Financial Officer (principal financial officer) of
BlackRock Massachusetts Tax-Exempt 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 Massachusetts Tax-Exempt Trust (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended August 31, 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: October 30, 2020

 

/s/ John M. Perlowski        
John M. Perlowski
Chief Executive Officer (principal executive officer) of
BlackRock Massachusetts Tax-Exempt Trust

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Massachusetts Tax-Exempt Trust (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended August 31, 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: October 30, 2020

 

/s/ Neal J. Andrews            
Neal J. Andrews
Chief Financial Officer (principal financial officer) of
BlackRock Massachusetts Tax-Exempt 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

October 1, 2020

 

 

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  Closed-End Fund Proxy Voting Policy

 

  Procedures Governing Delegation of Proxy Voting to Fund Adviser

 

 

Effective Date: October 1, 2020

 

 

 

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 and BlackRock 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

 

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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 ou r 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) “s hare-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 th e best economic interest of our clients, reputation for reliability and integrity, and operational capacity to accurately deliver th e 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.

 

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BlackRock

Investment

Stewardship

Corporate governance and proxy voting guidelines for U.S. securities

January 2020

 

 

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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

 

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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%

 

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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

 

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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

 

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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 solutions will produce the desired change; and whether the dissident represents the best option for enhancing long-term shareholder value.

 

 

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.

 

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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.

 

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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   to Collaborates set board agenda with chair and / CEO board information  

shaping Primary responsibility board agendas, for 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.

 

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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.

 

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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

 

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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.

 

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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.

 

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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 shareholders a reasonable opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting.

 

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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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