Statements of Cash Flows
Year Ended August 31, 2021
|
|
|
|
|
|
|
|
|
|
|
MHN
|
|
|
BHV
|
|
|
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
|
|
Net increase in net assets resulting from operations
|
|
$
|
29,151,291
|
|
|
$
|
1,444,006
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by
operating activities
|
|
|
|
|
|
|
|
|
Proceeds from sales of long-term investments
|
|
|
109,197,780
|
|
|
|
3,943,692
|
|
Purchases of long-term investments
|
|
|
(104,240,110
|
)
|
|
|
(4,390,756
|
)
|
Net proceeds from sales (purchases) of short-term securities
|
|
|
(1,246,581
|
)
|
|
|
79,048
|
|
Amortization of premium and accretion of discount on investments and other fees
|
|
|
4,694,467
|
|
|
|
259,654
|
|
Net realized (gain) loss on investments
|
|
|
(347,177
|
)
|
|
|
7,714
|
|
Net unrealized appreciation on investments
|
|
|
(9,806,213
|
)
|
|
|
(526,803
|
)
|
(Increase) Decrease in Assets
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
|
|
|
|
|
|
Dividends affiliated
|
|
|
(20
|
)
|
|
|
14
|
|
Interest unaffiliated
|
|
|
540,434
|
|
|
|
29,365
|
|
Variation margin on futures contracts
|
|
|
(41,630
|
)
|
|
|
(90
|
)
|
Prepaid expenses
|
|
|
30,898
|
|
|
|
(7,006
|
)
|
Increase (Decrease) in Liabilities
|
|
|
|
|
|
|
|
|
Payables
|
|
|
|
|
|
|
|
|
Accounting services fees
|
|
|
47,159
|
|
|
|
5,178
|
|
Custodian fees
|
|
|
2,543
|
|
|
|
89
|
|
Interest expense and fees
|
|
|
(45,270
|
)
|
|
|
(1,871
|
)
|
Investment advisory fees
|
|
|
987
|
|
|
|
319
|
|
Trustees and Officers fees
|
|
|
61,669
|
|
|
|
2,427
|
|
Other accrued expenses
|
|
|
2,637
|
|
|
|
23,395
|
|
Professional fees
|
|
|
6,830
|
|
|
|
(763
|
)
|
Transfer agent fees
|
|
|
1,469
|
|
|
|
193
|
|
Variation margin on futures contracts
|
|
|
|
|
|
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
28,011,163
|
|
|
|
868,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Cash dividends paid to Common Shareholders
|
|
|
(20,173,551
|
)
|
|
|
(843,882
|
)
|
Repayments of TOB Trust Certificates
|
|
|
(10,266,328
|
)
|
|
|
|
|
Proceeds from TOB Trust Certificates
|
|
|
3,257,733
|
|
|
|
|
|
Decrease in bank overdraft
|
|
|
(351,388
|
)
|
|
|
(27,244
|
)
|
Amortization of deferred offering costs
|
|
|
16,371
|
|
|
|
3,070
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities
|
|
|
(27,517,163
|
)
|
|
|
(868,056
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
|
|
|
|
|
|
|
|
|
Net increase in restricted and unrestricted cash
|
|
|
494,000
|
|
|
|
|
|
Restricted and unrestricted cash at beginning of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted and unrestricted cash at end of year
|
|
$
|
494,000
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest expense
|
|
$
|
2,666,038
|
|
|
$
|
157,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Reinvestment of common distributions
|
|
$
|
|
|
|
$
|
32,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE END OF YEAR TO THE STATEMENTS OF ASSETS AND
LIABILITIES
|
|
|
|
|
|
|
|
|
Cash pledged
|
|
|
|
|
|
|
|
|
Futures contracts
|
|
|
494,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
494,000
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
|
|
|
26
|
|
2 0 2 1 B L A C
K R O C K A N N U A L R E P O
R T T O S H A R E H O L D E
R S
|
Financial Highlights
(For a share outstanding throughout each period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MHN
|
|
|
|
Year Ended August 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
$
|
14.92
|
|
|
$
|
15.31
|
|
|
$
|
14.27
|
|
|
$
|
14.93
|
|
|
$
|
15.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(a)
|
|
|
0.63
|
|
|
|
0.60
|
|
|
|
0.55
|
|
|
|
0.60
|
|
|
|
0.69
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss)
|
|
|
0.31
|
|
|
|
(0.43
|
)
|
|
|
1.02
|
|
|
|
(0.64
|
)
|
|
|
(0.75
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) from investment operations
|
|
|
0.94
|
|
|
|
0.17
|
|
|
|
1.57
|
|
|
|
(0.04
|
)
|
|
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Common Shareholders from net investment
income(b)
|
|
|
(0.65
|
)
|
|
|
(0.56
|
)
|
|
|
(0.53
|
)
|
|
|
(0.62
|
)
|
|
|
(0.70
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
$
|
15.21
|
|
|
$
|
14.92
|
|
|
$
|
15.31
|
|
|
$
|
14.27
|
|
|
$
|
14.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market price, end of year
|
|
$
|
14.74
|
|
|
$
|
13.79
|
|
|
$
|
13.74
|
|
|
$
|
12.35
|
|
|
$
|
14.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Applicable to Common Shareholders(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on net asset value
|
|
|
6.70
|
%
|
|
|
1.54
|
%
|
|
|
11.88
|
%
|
|
|
0.22
|
%
|
|
|
0.04
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on market price
|
|
|
11.88
|
%
|
|
|
4.57
|
%
|
|
|
16.02
|
%
|
|
|
(9.82
|
)%
|
|
|
0.37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to Average Net Assets Applicable to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1.57
|
%
|
|
|
2.15
|
%
|
|
|
2.62
|
%
|
|
|
2.45
|
%
|
|
|
2.13
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses after fees waived and/or reimbursed
|
|
|
1.51
|
%
|
|
|
2.09
|
%
|
|
|
2.55
|
%
|
|
|
2.36
|
%
|
|
|
2.05
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of
offering costs(d)(e)
|
|
|
0.95
|
%
|
|
|
0.94
|
%
|
|
|
0.94
|
%
|
|
|
0.94
|
%
|
|
|
0.96
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income to Common Shareholders
|
|
|
4.17
|
%
|
|
|
4.03
|
%
|
|
|
3.82
|
%
|
|
|
4.15
|
%
|
|
|
4.65
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to Common Shareholders, end of year (000)
|
|
$
|
473,389
|
|
|
$
|
464,504
|
|
|
$
|
476,549
|
|
|
$
|
444,369
|
|
|
$
|
464,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
294,330
|
|
|
$
|
290,683
|
|
|
$
|
295,628
|
|
|
$
|
282,417
|
|
|
$
|
290,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings outstanding, end of year (000)
|
|
$
|
56,376
|
|
|
$
|
63,384
|
|
|
$
|
55,899
|
|
|
$
|
64,262
|
|
|
$
|
70,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
14
|
%
|
|
|
10
|
%
|
|
|
23
|
%
|
|
|
15
|
%
|
|
|
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)
|
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,
|
|
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Expense ratios
|
|
|
0.94
|
%
|
|
|
0.93
|
%
|
|
|
0.93
|
%
|
|
|
0.94
|
%
|
|
|
0.95
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
|
|
|
F I N A N C I A L H I G H L I G H T
S
|
|
27
|
Financial Highlights (continued)
(For a share outstanding throughout each period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BHV
|
|
|
|
Year Ended August 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
$
|
15.38
|
|
|
$
|
15.64
|
|
|
$
|
14.97
|
|
|
$
|
15.75
|
|
|
$
|
16.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(a)
|
|
|
0.54
|
|
|
|
0.55
|
|
|
|
0.58
|
|
|
|
0.69
|
|
|
|
0.78
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss)
|
|
|
0.36
|
|
|
|
(0.26
|
)
|
|
|
0.74
|
|
|
|
(0.69
|
)
|
|
|
(0.83
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) from investment operations
|
|
|
0.90
|
|
|
|
0.29
|
|
|
|
1.32
|
|
|
|
|
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Common Shareholders from net investment
income(b)
|
|
|
(0.55
|
)
|
|
|
(0.55
|
)
|
|
|
(0.65
|
)
|
|
|
(0.78
|
)
|
|
|
(0.76
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
$
|
15.73
|
|
|
$
|
15.38
|
|
|
$
|
15.64
|
|
|
$
|
14.97
|
|
|
$
|
15.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market price, end of year
|
|
$
|
18.75
|
|
|
$
|
16.09
|
|
|
$
|
16.54
|
|
|
$
|
16.56
|
|
|
$
|
18.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Applicable to Common Shareholders(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on net asset value
|
|
|
5.76
|
%
|
|
|
1.87
|
%
|
|
|
8.94
|
%
|
|
|
(0.20
|
)%
|
|
|
(0.44
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on market price
|
|
|
20.50
|
%
|
|
|
0.77
|
%
|
|
|
4.15
|
%
|
|
|
(6.91
|
)%
|
|
|
2.17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to Average Net Assets Applicable to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
2.28
|
%
|
|
|
2.86
|
%(d)
|
|
|
3.37
|
%
|
|
|
2.94
|
%
|
|
|
2.46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses after fees waived and/or reimbursed
|
|
|
2.06
|
%
|
|
|
2.64
|
%(d)
|
|
|
3.15
|
%
|
|
|
2.72
|
%
|
|
|
2.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of
offering costs(e)(f)
|
|
|
1.43
|
%
|
|
|
1.69
|
%(d)
|
|
|
1.82
|
%
|
|
|
1.70
|
%
|
|
|
1.61
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income to Common Shareholders
|
|
|
3.49
|
%
|
|
|
3.63
|
%(d)
|
|
|
3.88
|
%
|
|
|
4.51
|
%
|
|
|
4.95
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to Common Shareholders, end of year (000)
|
|
$
|
25,326
|
|
|
$
|
24,728
|
|
|
$
|
25,119
|
|
|
$
|
24,006
|
|
|
$
|
25,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
318,324
|
|
|
$
|
313,171
|
|
|
$
|
316,539
|
|
|
$
|
306,947
|
|
|
$
|
317,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings outstanding, end of year (000)
|
|
$
|
4,876
|
|
|
$
|
4,876
|
|
|
$
|
5,396
|
|
|
$
|
5,396
|
|
|
$
|
4,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
10
|
%
|
|
|
28
|
%
|
|
|
17
|
%
|
|
|
26
|
%
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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,
|
|
|
|
2021
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Expense ratios
|
|
|
1.43
|
%
|
|
|
1.40
|
%
|
|
|
1.42
|
%
|
|
|
1.32
|
%
|
|
|
1.22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
|
|
|
28
|
|
2 0 2 1 B L A C
K R O C K A N N U A L R E P O
R T T O S H A R E H O L D E
R S
|
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 MuniHoldings New York Quality Fund, Inc.
|
|
MHN
|
|
Maryland
|
|
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.
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 using the specific
identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on
the ex-dividend dates at fair value. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis.
Segregation and Collateralization: In cases where a Trust enters into certain investments (e.g., futures contracts) or certain borrowings (e.g.,
TOB Trust transactions) that would be treated as senior securities for 1940 Act purposes, a Trust may segregate or designate on its books and records cash or liquid assets having a market value at least equal to the amount of its future
obligations under such investments or borrowings. Doing so allows the investment or borrowings to be excluded from treatment as a senior security. Furthermore, if required by an exchange or counterparty agreement, the Trusts may be
required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.
Distributions: Distributions from net investment income are declared monthly and paid monthly. Distributions of capital gains are recorded
on the ex-dividend dates and made at least annually. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
Distributions to Preferred Shareholders are accrued and determined as described in Note 10.
Deferred Compensation Plan: Under the Deferred Compensation Plan (the Plan) approved by each Trusts 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 Officers 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.
Indemnifications: In the normal course of business, a
Trust enters into contracts that contain a variety of representations that provide general indemnification. A Trusts 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.
|
|
|
N O T E S T O F I N A N C I A L S
T A T E M E N T S
|
|
29
|
Notes to Financial Statements (continued)
3. INVESTMENT
VALUATION AND FAIR VALUE MEASUREMENTS
Investment Valuation Policies: Each 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 a fund would receive to
sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Each Trust determines the fair values of its financial instruments using various independent dealers or pricing services
under policies approved by the Board. If a securitys 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 Trusts assets and liabilities:
|
|
|
Fixed-income investments for which market quotations are readily available are generally valued using the last available
bid price or current market quotations provided by independent dealers or third-party pricing services. 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 unless the Manager determines such method does not represent fair value.
|
|
|
|
Investments in open-end U.S. mutual funds (including money market funds) are
valued at that days published NAV.
|
|
|
|
Futures contracts are valued based on that days last reported settlement or trade price on the exchange where the
contract is traded.
|
If events (e.g., a market closure, market volatility, company announcement or a natural disaster) occur that
are expected to materially affect the value of such investment, or in the event that 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 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 arms-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or
its delegate, deems relevant and consistent with the principles of fair value measurement. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.
Fair Value Hierarchy: Various inputs are used in determining the fair value of 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 marketcorroborated inputs); and
|
|
|
|
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 Committees 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 that may not have a secondary market and/or may have 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: The 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. The Trusts 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.
|
|
|
30
|
|
2 0 2 1 B L A C
K R O C K A N N U A L R E P O
R T T O S H A R E H O L D E
R S
|
Notes to Financial Statements (continued)
Since the value of
securities purchased may fluctuate prior to settlement, the Trusts may be required to pay more at settlement than the security is worth. In addition, a Trust is not entitled to any of the interest earned prior to settlement. When purchasing a
security on a delayed delivery basis, the Trusts assume 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, the Trusts 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 funds 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. Each funds 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 funds 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 funds payable to the holder of the TOB Trust Certificates, as reported in the Statements of Assets and Liabilities as TOB Trust Certificates, approximates its fair value.
Interest income, including amortization and accretion of premiums and discounts, from the underlying municipal bonds is recorded by a 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
|
|
MHN
|
|
$
|
68,380
|
|
|
$
|
256,660
|
|
|
$
|
89,414
|
|
|
$
|
414,454
|
|
BHV
|
|
|
6,214
|
|
|
|
20,568
|
|
|
|
6,850
|
|
|
|
33,632
|
|
For the year ended August 31, 2021, the following table is a summary of each Trusts 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
|
|
|
|
|
|
|
|
|
MHN
|
|
$
|
104,886,721
|
|
|
$
|
56,375,777
|
|
|
|
0.05% 0.12%
|
|
|
|
|
|
|
$
|
61,752,113
|
|
|
|
0.67
|
%
|
BHV
|
|
|
9,482,236
|
|
|
|
4,876,042
|
|
|
|
0.05 0.12
|
|
|
|
|
|
|
|
4,876,042
|
|
|
|
0.69
|
|
|
(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 in the Schedules of
Investments.
|
|
|
|
|
N O T E S T O F I N A
N C I A L S T A T E M E N T
S
|
|
31
|
Notes to Financial Statements (continued)
|
(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, 2021, 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, 2021.
|
|
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).
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
exchange-traded 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 contracts 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 rates, 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 Trusts portfolio and provides the personnel,
facilities, equipment and certain other services necessary to the operations of each Trust.
For such services, MHN pays the Manager a monthly fee at
an annual rate equal to a percentage of the Trusts average daily net assets. For such services, BHV pays the Manager a monthly fee at an annual rate equal to a percentage of the Trusts average weekly managed assets. The Trusts pay their
respective fees based on the following annual rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust Name
|
|
|
|
|
Investment
Advisory Fees
|
|
|
|
MHN
|
|
|
|
|
|
|
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 Trusts NAV. 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 BHV, the Manager voluntarily agreed to waive a portion of its investment advisory
fees as a percentage of the Trusts average weekly managed assets as follows:
This voluntary waiver may be reduced or discontinued at any time. For the year ended August 31, 2021, 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
|
|
|
|
|
Fees Waived and/or Reimbursed
by the Manager
|
|
|
|
|
|
|
BHV
|
|
|
|
|
|
$
|
54,021
|
|
|
|
|
|
|
32
|
|
2 0 2 1 B L A C
K R O C K A N N U A L R E P O
R T T O S H A R E H O L D E
R S
|
Notes to Financial Statements (continued)
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, 2023. 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. These amounts
are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended August 31, 2021, the amounts waived were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust Name
|
|
|
|
|
Fees Waived and/or Reimbursed
by the Manager
|
|
|
|
|
|
|
MHN
|
|
|
|
|
|
$
|
254
|
|
|
|
|
BHV
|
|
|
|
|
|
|
569
|
|
|
|
The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of each
Trusts assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2023. 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, 2021, 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, 2021 the waiver was $285,450.
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, 2021, purchases and sales of investments, excluding short-term investments, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust Name
|
|
Purchases
|
|
|
Sales
|
|
|
|
MHN
|
|
$
|
109,777,308
|
|
|
$
|
109,197,780
|
|
BHV
|
|
|
4,390,756
|
|
|
|
3,943,692
|
|
|
|
8. INCOME TAX INFORMATION
It is each Trusts 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 Trusts 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 Trusts 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, 2021,
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust Name
|
|
Paid-in Capital
|
|
|
Accumulated
Earnings (Loss)
|
|
|
|
MHN
|
|
$
|
(15,441
|
)
|
|
$
|
15,441
|
|
BHV
|
|
|
(2,584
|
)
|
|
|
2,584
|
|
|
|
The tax character of distributions paid was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
Year Ended
|
|
Trust Name
|
|
|
08/31/21
|
|
|
|
08/31/20
|
|
|
|
MHN
|
|
|
|
|
|
|
|
|
Tax-exempt income(a)
|
|
$
|
22,472,677
|
|
|
$
|
21,666,721
|
|
Ordinary income(b)
|
|
|
584
|
|
|
|
8,370
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,473,261
|
|
|
$
|
21,675,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N O T E S T O F
I N A N C I A L S T A T E M
E N T S
|
|
33
|
Notes to Financial Statements (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
|
Trust Name
|
|
08/31/21
|
|
|
08/31/20
|
|
|
|
BHV
|
|
|
|
|
|
|
|
|
Tax-exempt income(a)
|
|
$
|
1,000,265
|
|
|
$
|
1,023,619
|
|
Ordinary income(b)
|
|
|
162
|
|
|
|
377
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,000,427
|
|
|
$
|
1,023,996
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The Trusts designate these amounts paid during the fiscal year ended August 31, 2021, 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.
|
|
As of period end, the tax components of accumulated earnings (loss) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust Name
|
|
|
|
|
|
|
Undistributed
Tax-Exempt Income
|
|
|
|
Non-Expiring
Capital
Loss
Carryforwards(a)
|
|
|
|
Net Unrealized
Gains (Losses)(b)
|
|
|
Total
|
MHN
|
|
|
|
|
|
$
|
1,186,336
|
|
|
$
|
(25,081,725
|
)
|
|
$
|
64,682,856
|
|
|
$40,787,467
|
BHV
|
|
|
|
|
|
|
16,414
|
|
|
|
(995,702
|
)
|
|
|
3,373,595
|
|
|
2,394,307
|
|
(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 realization for tax purposes of unrealized gains/losses on certain futures contracts,
the treatment of residual interests in tender option bond trusts and the deferral of compensation to trustees.
|
|
During the year ended August 31, 2021, the Trusts listed below utilized the following amounts of their
respective capital loss carryforward:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust Name
|
|
|
|
|
Amounts
|
|
|
|
BHV
|
|
|
|
|
|
$
|
42,699
|
|
|
|
As of August 31, 2021, gross unrealized appreciation and depreciation based on cost of investments (including short
positions and derivatives, if any) for U.S. federal income tax purposes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust Name
|
|
|
|
|
|
|
Tax Cost
|
|
|
|
Gross Unrealized
Appreciation
|
|
|
|
Gross Unrealized
Depreciation
|
|
|
Net Unrealized
Appreciation (Depreciation)
|
MHN
|
|
|
|
|
|
$
|
652,289,784
|
|
|
$
|
65,871,526
|
|
|
$
|
(873,616
|
)
|
|
$ 64,997,910
|
BHV
|
|
|
|
|
|
|
33,243,101
|
|
|
|
3,390,437
|
|
|
|
(16,599
|
)
|
|
3,373,838
|
9. PRINCIPAL RISKS
In the normal course of business, the 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 Trusts 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
|
|
|
34
|
|
2 0 2 1 B L A C
K R O C K A N N U A L R E P O
R T T O S H A R E H O L D E
R S
|
Notes to Financial Statements (continued)
investments if they were
more widely traded and, as a result of such illiquidity, a Trust may have to sell other investments or engage in borrowing transactions if necessary to raise funds to meet its obligations. Limited liquidity can also affect the market price of
investments, thereby adversely affecting a Trusts NAV 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 that income from each Trusts 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 portfolios current
earnings rate.
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 issuers 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.
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 funds 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 honoring 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 brokers 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 brokers customers, potentially resulting in losses to the Trusts.
Concentration Risk: A diversified
portfolio, where this is appropriate and consistent with a funds 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 each
Trusts portfolio are disclosed in its Schedule of Investments.
The 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 funds portfolio. Investment percentages in specific states or U.S. territories are presented in the Schedules of Investments.
The 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 Trusts portfolio. Investment percentages in specific sectors are presented in the Schedules of Investments.
Certain Trusts invest a
significant portion of their assets in high yield securities. High yield securities that are rated below investment-grade (commonly referred to as junk bonds) or are unrated may be deemed speculative, involve greater levels of risk than
higher-rated securities of similar maturity and are more likely to default. High yield securities may be issued by less creditworthy issuers, and issuers of high yield securities may be unable to meet their interest or principal payment obligations.
High yield securities are subject to extreme price fluctuations, may be less liquid than higher rated fixed-income securities, even under normal economic conditions, and frequently have redemption features.
The 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 Kingdoms Financial Conduct Authority announced a phase out of the London Interbank Offered Rate
(LIBOR). Although many LIBOR rates will be phased out by the end of 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition.
|
|
|
N O T E S T O F
I N A N C I A L S T A T E M
E N T S
|
|
35
|
Notes to Financial Statements (continued)
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
MHN is authorized to issue 200 million shares, all of which were initially classified as Common Shares. BHV is authorized to issue an unlimited
number of Shares, all of which were initially classified as Common Shares. The par value for MHNs Common Shares is $0.10 and for BHVs Common Shares is $0.001. The par value for MHNs Preferred Shares is $0.10 and for BHVs
Preferred Shares is $0.001. The Board is authorized, however, to reclassify any unissued Common Shares to Preferred Shares without the approval of Common Shareholders.
Common Shares
For the years shown, shares issued and
outstanding increased by the following amounts as a result of dividend reinvestment:
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Year Ended
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Trust Name
|
|
08/31/21
|
|
|
08/31/20
|
|
|
|
BHV
|
|
|
2,026
|
|
|
|
1,874
|
|
|
|
For the year ended August 31, 2021 and the year ended August 31, 2020, shares issued and outstanding remained
constant for MHN.
The Trusts participate in an open market share repurchase program (the Repurchase Program). 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. From December 1, 2020 through November 30, 2021, 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, 2020, subject to certain conditions. There is no assurance that the Trusts will purchase shares in any particular amounts. For the year ended August 31, 2021, the Trusts did not repurchase any shares.
Preferred Shares
A Trusts 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 Trusts 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 Trusts 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:
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Trust Name
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Issue
Date
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Shares
Issued
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Aggregate
Principal
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Maturity
Date
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MHN
|
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06/30/11
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2,436
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|
$
|
243,600,000
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|
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07/01/41
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BHV
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|
06/14/12
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|
|
|
116
|
|
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11,600,000
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|
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07/01/42
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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 Trusts 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.
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36
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2 0 2 1 B L A C K R O C K
A N N U A L R E P O R T T O S H A R E H O L D E R
S
|
Notes to Financial Statements (continued)
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:
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MHN
|
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BHV
|
|
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|
Expiration date
|
|
|
04/30/22
|
|
|
|
07/09/22
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|
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|
The VRDP Shares are also subject to a purchase agreement in connection with the liquidity feature. In the event a purchase
agreement is not renewed or is terminated in advance, and the VRDP Shares do not become subject to a purchase agreement with an alternate liquidity provider, the VRDP Shares will be subject to mandatory purchase by the liquidity provider prior to
the termination of the purchase agreement. In the event of such mandatory purchase, a VRDP Trust is required to redeem the VRDP Shares six months after the purchase date. Immediately after such mandatory purchase, the VRDP Trust is required to begin
to segregate liquid assets with its custodian to fund the redemption. There is no assurance that a VRDP Trust will replace such redeemed VRDP Shares with any other preferred shares or other form of leverage.
Remarketing: A VRDP Trust may incur remarketing fees on the aggregate principal amount of all its VRDP Shares, which, if any, are included in
remarketing fees on Preferred Shares in the Statements of Operations. During any special rate period (as described below), a VRDP Trust may incur nominal or no remarketing fees.
Ratings: As of period end, the VRDP Shares were assigned the following ratings:
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Trust Name
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Moodys Investors
Service, Inc.
Long-Term
Ratings
|
|
|
Fitch Ratings, Inc.
Long-Term
Ratings
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|
|
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MHN
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Aa2
|
|
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AA
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BHV
|
|
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Aa2
|
|
|
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AA
|
|
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|
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:
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Trust Name
|
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Commencement
Date
|
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|
Expiration Date as
of Period Ended
08/31/21
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MHN
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|
04/17/14
|
|
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04/15/22
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BHV
|
|
|
06/25/20
|
|
|
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06/25/22
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|
|
|
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.
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MHN
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BHV
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|
Dividend rates
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0.91%
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1.05%
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For the year ended August 31, 2021, 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 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
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N O T E S T O F I N A N C I A L S
T A T E M E N T S
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37
|
Notes to Financial Statements (continued)
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:
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Trust Name
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Dividends Accrued
|
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|
Deferred Offering
Costs Amortization
|
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MHN
|
|
$
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2,206,314
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|
$
|
16,371
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BHV
|
|
|
121,692
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|
|
|
3,070
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|
|
|
Managements 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 or will pay distributions to Common Shareholders and
Preferred Shareholders as follows:
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Trust Name
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Declaration
Date
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Record
Date
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Payable/
Paid Date
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|
Dividend Per
Common Share
|
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|
|
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MHN
|
|
|
|
|
|
|
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|
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|
09/01/21
|
|
|
|
09/15/21
|
|
|
|
10/01/21
|
|
|
$
|
0.054500
|
|
|
|
|
|
|
|
|
|
10/01/21
|
|
|
|
10/15/21
|
|
|
|
11/01/21
|
|
|
|
0.054500
|
|
|
|
|
|
|
BHV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/01/21
|
|
|
|
09/15/21
|
|
|
|
10/01/21
|
|
|
|
0.045500
|
|
|
|
|
|
|
|
|
|
10/01/21
|
|
|
|
10/15/21
|
|
|
|
11/01/21
|
|
|
|
0.045500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Shares(a)
|
|
|
|
|
|
|
|
|
|
|
Trust Name
|
|
Shares
|
|
|
Series
|
|
|
Declared
|
|
|
|
|
|
|
|
MHN
|
|
|
VRDP
|
|
|
|
W-7
|
|
|
$
|
174,391
|
|
BHV
|
|
|
VRDP
|
|
|
|
W-7
|
|
|
|
10,011
|
|
|
|
|
(a)
|
Dividends declared for period September 1, 2021 to September 30, 2021.
|
|
On September 27, 2021, each Trust announced a continuation of its open market share repurchase program.
Commencing on December 1, 2021, each Trust may repurchase through November 30, 2022, up to 5% of its common shares outstanding as of the close of business on November 30, 2021, subject to certain conditions. There is no assurance that
the Trusts will purchase shares in any particular amounts.
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38
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2 0 2 1 B L A C K R O C K
A N N U A L R E P O R T T O S H A R E H O L D E R
S
|
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors/Trustees of BlackRock MuniHoldings New
York Quality Fund, Inc. 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 MuniHoldings New York Quality Fund, Inc. and BlackRock Virginia
Municipal Bond Trust (the Funds), including the schedules of investments, as of August 31, 2021, 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, 2021, 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, 2021, 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 20, 2021
We have served as the auditor of one or more BlackRock investment companies since 1992.
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R E P O R T O F I N D E P E N D E N T
R E G I S T E R E D P U B L I C A C C O U N T I N G
F I R M
|
|
39
|
Disclosure of Investment Advisory Agreements
The Boards of Directors/Trustees, as applicable (together, the Board,
the members of which are referred to as Board Members) of BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) and BlackRock Virginia Municipal Bond Trust (BHV and together with MHN, the Funds and
each, a Fund) met on May 4, 2021 (the May Meeting) and June 8-9, 2021 (the June Meeting) to consider the approval to continue the investment advisory agreements (the
Advisory Agreements) or (the Agreements) between each Fund and BlackRock Advisors, LLC (the Manager or BlackRock), each Funds investment advisor.
The Approval Process
Consistent with the requirements of
the Investment Company Act of 1940 (the 1940 Act), the Board considers the approval of the continuation of the Agreements for each Fund on an annual basis. The Board members whom are not interested persons of each Fund, as
defined in the 1940 Act, are considered independent Board members (the Independent Board Members). The Boards consideration entailed a year-long deliberative process during which the Board and its committees assessed
BlackRocks various services to each Fund, including through the review of written materials and oral presentations, and the review of additional information provided in response to requests from the Independent Board Members. The Board had
four quarterly meetings per year, each typically extending for two days, as well as additional ad hoc meetings and executive sessions throughout the year, as needed. The committees of the Board similarly met throughout the year. The Board also had a
fifth one-day meeting to consider specific information surrounding the renewal of the Agreements. In particular, the Board assessed, among other things, the nature, extent and quality of the services provided
to each Fund by BlackRock, BlackRocks personnel and affiliates, including (as applicable): investment management services; accounting oversight; administrative and shareholder services; oversight of each Funds 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 BlackRocks management.
During the year, the Board, acting directly and through
its committees, considered information that was 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. 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, relevant benchmarks, and other performance metrics, as applicable, as well as BlackRock senior managements 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 Funds
investment objective, policies and restrictions, and meeting regulatory requirements; (f) BlackRocks and each Funds 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, as available; (h) BlackRocks and other service providers internal controls and
risk and compliance oversight mechanisms; (i) BlackRocks implementation of the proxy voting policies approved by the Board; (j) execution quality of portfolio transactions; (k) BlackRocks implementation of each Funds
valuation and liquidity procedures; (l) an analysis of management fees paid to BlackRock 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) BlackRocks 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 BlackRocks business; and (o) each Funds market discount/premium compared to peer funds.
Prior to and in preparation for the May Meeting, the Board received and reviewed materials specifically relating to the renewal of 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 May Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (Broadridge), based on Lipper classifications, regarding each Funds 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 Broadridges 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 BlackRocks and each Funds operations.
At the May Meeting, the Board reviewed materials relating to its consideration of the Agreements. As a result of the discussions that occurred during the
May Meeting, and as a culmination of the Boards 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 June Meeting.
At the June 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 Funds 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 BlackRocks 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 BlackRocks services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRocks personnel to engage in open, candid discussions with the
Board. The Board Members did not identify any particular information, or any single factor as determinative, and each Board Member may have attributed different weights to the various items and factors considered.
|
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40
|
|
2 0 2 1 B L A C K R O C K
A N N U A L R E P O R T T O S H A R E H O L D E R
S
|
Disclosure of Investment Advisory Agreements (continued)
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 BlackRocks senior management personnel responsible for investment activities, including the senior
investment officers. The Board also reviewed the materials provided by each Funds portfolio management team discussing each Funds 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
Funds 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 BlackRocks overall risk management program, including the continued efforts
of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRocks Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRocks compensation structure with respect to each Funds
portfolio management team and BlackRocks 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 Funds 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 BlackRocks fund administration, shareholder services, and legal and compliance departments and considered BlackRocks
policies and procedures for assuring compliance with applicable laws and regulations. The Board considered the operation of BlackRocks business continuity plans, including in light of the ongoing
COVID-19 pandemic.
B. The Investment Performance of each Fund and BlackRock
The Board, including the Independent Board Members, reviewed and considered the performance history of each Fund throughout the year and at the May
Meeting. In preparation for the May Meeting, the Board was provided with reports independently prepared by Broadridge, which included an analysis of each Funds performance as of December 31, 2020, as compared to its Performance Peers. The
performance information is based on net asset value (NAV), and utilizes Lipper data. Lippers methodology calculates a funds total return assuming distributions are reinvested on the ex-date at a
funds 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, MHN 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 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, BHV ranked in
the third, second and second 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 BHV, and that BlackRock has
explained its rationale for this belief to the Board. The Board and BlackRock reviewed the BHVs underperformance relative to its Customized Peer Group Composite during the applicable period.
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 Funds 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
Funds 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
Funds accrued liabilities (other than money borrowed for investment purposes) to those of its Expense Peers. The total expense ratio represents a funds 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
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Disclosure of Investment Advisory Agreements (continued)
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 BlackRocks financial condition. The Board
reviewed BlackRocks 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
BlackRocks estimated profitability with respect to each Fund and other funds the Board currently oversees for the year ended December 31, 2020 compared to available aggregate estimated profitability data provided for the prior two years.
The Board reviewed BlackRocks estimated profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRocks 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
BlackRocks 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, BlackRocks 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 BlackRocks 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 MHNs 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
BHVs 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 Funds asset levels and whether the current fee
was appropriate.
Based on the Boards 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 funds 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 BlackRocks respective relationships with each Fund, both tangible and intangible, such as BlackRocks ability to
leverage its investment professionals who manage other portfolios and its risk management personnel, an increase in BlackRocks profile in the investment advisory community, and the engagement of BlackRocks affiliates as service providers
to each Fund, including for administrative, securities lending and cash management services. The Board also considered BlackRocks 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 BlackRocks 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 Funds 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 BlackRocks 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. BlackRocks 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.
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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, 2022. 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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Investment Objectives, Policies and Risks
Recent Changes
The following information is a summary of certain changes since August 31, 2020. This information may not reflect all of the changes that have occurred since
you purchased the relevant Fund.
During each Funds most recent fiscal year, there were no material changes in the Funds 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 MuniHoldings New York Quality Fund, Inc. (MHN)
The Funds 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 Funds investment objective is a fundamental policy that may not be changed without a vote of a majority of the Funds 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 Funds total assets will be invested in New York Municipal Bonds and at least 80% of each Funds 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 Funds
assets will be invested in municipal obligations with remaining maturities of one year or more. There can be no assurance that the Funds 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 Funds 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 Global Ratings (S&P), Moodys Investors Service, Inc.
(Moodys), or Fitch Ratings, Inc. (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 Moodys. 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 Moodys 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 Moodys 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 Moodys; 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 Funds 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 Funds other investment policies. Bonds of below investment grade quality are regarded as having predominantly speculative
characteristics with respect to the issuers 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 Funds
portfolio securities will vary based upon the Managers 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 Funds securities or in anticipation of the repurchase or redemption of the Funds 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 Funds hedging strategies are not fundamental policies and may be modified by the Board of Directors of the Fund without the approval of the
Funds 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
(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 Funds 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 Funds investment objective and policies, Non-Municipal Tax-Exempt Securities that pay interest that
is exempt from federal income taxes
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Investment Objectives, Policies and Risks (continued)
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.
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.
BlackRock Virginia Municipal Bond Trust (BHV)
The Funds 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 Moodys Investors Service, Inc. (Moodys) (currently Aaa, Aa, A and Baa), S&P Global Ratings
(S&P) (currently AAA, AA, A and BBB) or Fitch Ratings, Inc. (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 Moodys are investment grade, but Moodys 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 Moodys 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 Moodys 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 Moodys 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
Moodys, 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 issuers 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 issuers 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 Funds 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 Managers 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 Funds 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 Funds 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.
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Investment Objectives, Policies and
Risks (continued)
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 Funds 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 investors tax position. Special considerations may apply to corporate investors.
The average maturity of the Funds portfolio securities will vary based upon the Managers assessment of economic and market conditions. The
Funds portfolio at any given time may include both long-term and intermediate-term municipal bonds.
The Funds stated expectation is that
it may invest in municipal bonds that, in the Managers 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 Funds 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 Funds investment in underrated or undervalued municipal bonds will be based on the Managers 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.
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 Funds 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 Funds 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.
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 Funds 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: 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 Funds 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 Funds 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 Funds net asset value could decrease as a result of its investment activities. At any point in time an investment in the Funds 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 Funds investment, market discount and certain other risks will be
magnified.
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Investment Objectives, Policies and
Risks (continued)
Debt Securities Risk: Debt securities, such as bonds, involve interest rate risk, credit risk, extension risk, and prepayment risk, among other
things.
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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.
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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 Funds 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 Funds investments will not affect interest income derived from instruments already owned
by the Fund, but will be reflected in the Funds 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 Funds
performance
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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 issuers credit rating or the markets perception of an issuers creditworthiness may also affect the value of the Funds investment in that issuer. The
degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.
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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.
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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.
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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:
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General Obligation Bonds Risks Timely payments depend on the issuers credit quality, ability to raise tax
revenues and ability to maintain an adequate tax base.
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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.
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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 Funds investments
may consist of private activity bonds that may subject certain shareholders to an alternative minimum tax.
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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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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.
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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.
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Tax-Exempt Status Risk The Fund and its investment manager will rely on
the opinion of issuers bond counsel and, in the case of certain 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.
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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 states municipal securities than is a fund that invests more widely. Fund management does not believe that the current economic conditions will adversely affect the
Funds 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
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I N V E S T M E N T O B J E C T I V E S
, P O L I C I E S A N D R I S K S
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47
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Investment Objectives, Policies and
Risks (continued)
securities, however, may be determined to pay, or have paid, taxable income subsequent to the Funds 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 Funds 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 Funds 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 exempt interest on state
municipal securities that are currently exempt 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 securitys value. The Fund cannot be certain that any insurance company will make the payments it guarantees. If a municipal
securitys 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.
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 (MHN): 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 (MHN): 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 derivative instruments with leverage embedded in then, such as TOB Residuals and, if applicable, reverse repurchase agreements. The Funds 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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the likelihood of greater volatility of net asset value, market price and dividend rate of the common shares than a
comparable portfolio without leverage;
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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;
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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;
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leverage may increase operating costs, which may reduce total return.
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Any decline in the net asset value of the Funds investments will be borne entirely by the holders of common shares. Therefore, if the market value
of the Funds 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 Funds participation in tender option bond transactions may
reduce the Funds 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 (BHV): 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.
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
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48
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A N N U A L R E P O R T T O S H A R E H O L D E R
S
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Investment Objectives, Policies and
Risks (continued)
transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely
affecting the Funds 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: 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 entitys 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 Funds 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
Funds use of derivatives may increase its costs, reduce the Funds returns and/or increase volatility. Derivatives involve significant risks, including:
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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 Funds use of derivatives is that the fluctuations in their values may not correlate with the overall securities markets.
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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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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.
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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.
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Hedging Risk Hedges are sometimes subject to imperfect matching between the derivative and the underlying
security, and there can be no assurance that the Funds hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences.
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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.
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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.
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On October 28, 2020, the SEC adopted new regulations governing the use of derivatives by registered
investment companies (Rule 18f-4). The Fund will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can 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 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
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I N V E S T M E N T O B J E C T I V E S
, P O L I C I E S A N D R I S K S
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49
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Investment Objectives, Policies and Risks
(continued)
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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50
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2 0 2 1 B L A C K R O C K
A N N U A L R E P O R T T O S H A R E H O L D E R
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Automatic Dividend Reinvestment Plan
Pursuant to MHN and BHVs 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
Trusts 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 MHN 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 Trusts primary exchange (open-market purchases). If, on the dividend payment date, the net asset value (NAV) per share 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 participants 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 Agents 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 Agents 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 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 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.
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A U T O M A T I C D I V I D E N D R
E I N V E S T M E N T P L A N
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Trustee and Officer Information
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Independent Trustees(a)
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Name
Year of Birth(b)
|
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Position(s) Held
(Length of Service)(c)
|
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Principal Occupation(s) During Past Five Years
|
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Number of BlackRock-Advised
Registered Investment Companies
(RICs) Consisting of
Investment
Portfolios
(Portfolios) Overseen
|
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Public Company
and
Other
Investment
Company
Directorships Held
During
Past Five Years
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Richard E. Cavanagh
1946
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Co-Chair of the Board and Trustee
(Since 2007)
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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.
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73 RICs consisting of 100 Portfolios
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None
|
Karen P. Robards
1950
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|
Co-Chair of the Board and Trustee
(Since 2007)
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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.
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73 RICs consisting of 100 Portfolios
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Greenhill & Co., Inc.; AtriCure, Inc. (medical devices) from 2000 until 2017.
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Michael J. Castellano
1946
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Trustee
(Since 2011)
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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 from 2017 to September 2020; 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) from 2015 to July 2020.
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73 RICs consisting of 100 Portfolios
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None
|
Cynthia L. Egan
1955
|
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Trustee
(Since 2016)
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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.
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73 RICs consisting of 100 Portfolios
|
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Unum (insurance); The Hanover Insurance Group (Board Chair) (insurance); Huntsman Corporation (chemical products); Envestnet (investment platform) from 2013 until 2016.
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Frank J. Fabozzi(d)
1948
|
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Trustee
(Since 2007)
|
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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 Yales 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; Adjunct Professor
of Finance, Carnegie Mellon University in fall 2020 semester.
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75 RICs consisting of 102 Portfolios
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None
|
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52
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2 0 2 1 B L A C K R O C K
A N N U A L R E P O R T T O S H A R E H O L D E R
S
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Trustee and Officer Information (continued)
|
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Independent Trustees(a) (continued)
|
|
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|
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|
Name
Year of Birth(b)
|
|
Position(s) Held
(Length of Service)(c)
|
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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
|
Lorenzo A. Flores
1964
|
|
Trustee
(Since 2021)
|
|
Vice Chairman, Kioxia, Inc. since 2019; Chief Financial Officer, Xilinx, Inc. from 2016 to 2019; Corporate Controller, Xilinx, Inc. from 2008 to 2016.
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73 RICs consisting of 100 Portfolios
|
|
None
|
Stayce D. Harris
1959
|
|
Trustee
(Since 2021)
|
|
Lieutenant General, Inspector General, Office of the Secretary of the United States Air Force from 2017 to 2019; Lieutenant General, Assistant Vice Chief of Staff and Director, Air Staff,
United States Air Force from 2016 to 2017; Major General, Commander, 22nd Air Force, AFRC, Dobbins Air Reserve Base, Georgia from 2014 to 2016; Pilot, United Airlines from 1990 to 2020.
|
|
73 RICs consisting of 100 Portfolios
|
|
None
|
J. Phillip Holloman
1955
|
|
Trustee
(Since 2021)
|
|
President and Chief Operating Officer, Cintas Corporation from 2008 to 2018.
|
|
73 RICs consisting of 100 Portfolios
|
|
PulteGroup, Inc. (home construction); Rockwell Automation Inc. (industrial automation)
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R. Glenn Hubbard
1958
|
|
Trustee
(Since 2007)
|
|
Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988.
|
|
73 RICs consisting of 100 Portfolios
|
|
ADP (data and information services) 2004-2020; Metropolitan Life Insurance Company (insurance); KKR Financial Corporation (finance) from 2004 until 2014.
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W. Carl Kester(d)
1951
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|
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.
|
|
75 RICs consisting of 102 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.
|
|
75 RICs consisting of 102 Portfolios
|
|
None
|
|
|
|
T R U S T E E A N D O F F I C E R
I N F O R M A T I O N
|
|
53
|
Trustee and Officer Information (continued)
|
|
|
|
|
|
|
|
|
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 BlackRocks Global Executive and Global Operating Committees; Co-Chair of BlackRocks
Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRocks 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 BlackRocks Retail and iShares® businesses from 2012 to 2016.
|
|
103 RICs consisting of 253 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.
|
|
105 RICs consisting of 255 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 Trusts 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 Trusts 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 and BlackRock Private Investments 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.
|
|
|
|
54
|
|
2 0 2 1 B L A C K R O C K
A N N U A L R E P O R T T O S H A R E H O L D E R
S
|
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.
|
Trent Walker
1974
|
|
Chief Financial Officer
(Since 2021)
|
|
Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019
and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.
|
Jay M. Fife
1970
|
|
Treasurer
(Since
2007)
|
|
Managing Director of BlackRock, Inc. since 2007.
|
Charles Park
1967
|
|
Chief Compliance Officer
(Since 2014)
|
|
Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the
BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund
Advisors (BFA) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer
for BlackRock Asset Management International Inc. since 2012.
|
Janey Ahn
1975
|
|
Secretary
(Since
2012)
|
|
Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to
2017.
|
(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.
(b) Officers of the Trust serve at the pleasure of the
Board.
|
Neal J. Andrews retired as the Chief Financial Officer effective December 31, 2020, and Trent
Walker was elected as the Chief Financial Officer effective January 1, 2021.
Effective
June 10, 2021, Stayce D. Harris and J. Phillip Holloman were each appointed to serve as a Trustee of the Trusts. Effective July 30, 2021, Lorenzo A. Flores was appointed to serve as a Trustee of the Trusts.
|
|
|
T R U S T E E A N D O F F I C E R
I N F O R M A T I O N
|
|
55
|
Additional Information
Proxy Results
The Annual Meeting of Shareholders was held on July 29, 2021 for shareholders of record on June 1, 2021, to elect trustee nominees for each
Trust. There were no broker non-votes with regard to any of the Trust.
Shareholders elected the Class II
Trustees as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Phillip Holloman
|
|
|
Catherine A. Lynch
|
|
|
Karen P. Robards
|
|
|
Frank J. Fabozzi(a)
|
|
Trust Name
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
BHV
|
|
|
1,245,366
|
|
|
|
97,677
|
|
|
|
1,236,117
|
|
|
|
106,926
|
|
|
|
1,236,117
|
|
|
|
106,926
|
|
|
|
116
|
|
|
|
0
|
|
(a)
|
Voted on by holders of Preferred Shares only.
|
For the Trust listed above, Trustees whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are
Michael J. Castellano, Richard E. Cavanagh, Cynthia L. Egan, Robert Fairbairn, Stayce Harris, R. Glenn Hubbard, John M. Perlowski and W. Carl Kester. Lorenzo A. Flores was appointed as a Trustee effective July 30, 2021.
Shareholders elected the Trustees as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Castellano
|
|
|
Richard E. Cavanagh
|
|
|
Cynthia L. Egan
|
|
|
Robert Fairbairn
|
|
Trust Name
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
MHN
|
|
|
15,162,112
|
|
|
|
10,695,808
|
|
|
|
15,190,521
|
|
|
|
10,667,399
|
|
|
|
15,219,974
|
|
|
|
10,637,946
|
|
|
|
22,753,863
|
|
|
|
3,104,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stayce Harris
|
|
|
J. Phillip Holloman
|
|
|
R. Glenn Hubbard
|
|
|
Catherine A. Lynch
|
|
Trust Name
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
MHN
|
|
|
22,755,292
|
|
|
|
3,102,628
|
|
|
|
23,152,542
|
|
|
|
2,705,378
|
|
|
|
15,118,324
|
|
|
|
10,739,596
|
|
|
|
23,207,979
|
|
|
|
2,649,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John M. Perlowski
|
|
|
Karen P. Robards
|
|
|
Frank J. Fabozzi(a)
|
|
|
W. Carl Kester(a)
|
|
Trust Name
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
MHN
|
|
|
23,183,965
|
|
|
|
2,673,955
|
|
|
|
15,219,783
|
|
|
|
10,638,137
|
|
|
|
2,436
|
|
|
|
0
|
|
|
|
2,436
|
|
|
|
0
|
|
(a)
|
Voted on by holders of Preferred Shares only.
|