SEC Form N-CSR filed by BlackRock 2037 Municipal Target Term Trust
$BMN
Trusts Except Educational Religious and Charitable
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-23621
| Name of Fund: | BlackRock 2037 Municipal Target Term Trust (BMN) |
| Fund Address: | 100 Bellevue Parkway, Wilmington, DE 19809 |
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock 2037 Municipal Target Term Trust, 50 Hudson Yards, New York, NY 10001
Registrant’s telephone number, including area code: (800) 882-0052, Option 4
Date of fiscal year end: 12/31/2024
Date of reporting period: 12/31/2024
Item 1 – Reports to Stockholders
(a) The Reports to Shareholders are attached herewith.
December 31, 2024
| 2024 Annual Report |
| BlackRock 2037 Municipal Target Term Trust (BMN) |
| Not FDIC Insured • May Lose Value • No Bank Guarantee |
Municipal Market Overview For the Reporting Period Ended December 31, 2024
Municipal Market Conditions
Volatility was heightened across fixed income markets as the
Federal Reserve (“Fed”) began to ease monetary policy and the contentious election cycle ended in a Republican sweep. While front-end interest
rates fell, intermediate and long-end rates surprisingly rose amid stronger than expected economic growth and mounting fiscal deficit concerns. Municipal bonds
started the year slow but rebounded as seasonals turned increasingly positive in the summer. However, weakness in the fourth quarter eroded most of the gains
and the Bloomberg Municipal Bond Index returned 1.05% during the period. High yield bonds, barbell yield curve strategies, and the Puerto Rico, IDR/PCR, hospital, and housing
sectors performed best. On a relative basis, the asset class modestly outperformed versus duration matched Treasuries.
| Bloomberg Municipal Bond Index | ||
| Total Returns as of December 31, 2024 | ||
| 6 |
months: |
1.46% |
| 12 |
months: |
1.05% |
During the 12-months ended December 31, 2024, municipal bond funds experienced net inflows totaling $28 billion (based on data from the Investment Company Institute), concentrated in long-term and high yield funds. At the same time, the market absorbed $488 billion in issuance, a 36% year-over-year increase, boosted by increased borrowing needs on the back of deferred maintenance and elevated inflation as well as a pull forward of supply ahead of the
election.
election.
A Closer Look at Yields
AAA Municipal Yield Curves
Source: Thomson Municipal Market Data.
From December 31, 2023, to December 31,
2024, yields on AAA-rated 30-year municipal bonds increased by 48 basis points (bps) from 3.42% to 3.90%, ten-year yields increased by 78 bps from 2.28% to 3.06%, five-year yields increased
by 59 bps from 2.28% to 2.87%, and two-year yields increased by 30 bps from 2.52% to 2.82% (as measured by Refinitiv Municipal Market Data). As a result,
the municipal yield curve steepened over the 12-month period with the spread between two- and 30-year maturities steepening by 18 bps to a slope of 108 bps, lagging the 76
bps of steepening experienced by the Treasury curve.
Despite a slight cheapening of the asset class during the period, relative
valuations remain historically rich and should continue to limit interest from
crossover investors.
Financial Conditions of Municipal Issuers
Most municipal issuers are stable as tax receipts and spending have normalized since the COVID era. With reserves at record highs, debt service burdens near 50-year lows,
and pension funding levels dramatically improving, states are well positioned to weather an economic slowdown or significant targeted changes to federal
spending or tax policy. Local governments and suburban school districts that primarily rely on property tax revenues typically fare well during a slowdown.
However, affordability is becoming a concern as the rapid appreciation of home values drives property taxes and homeowner insurance costs higher. Large cities
have adjusted to declining commercial real estate values, but changes to federal immigration policy will create near-term budgetary pressure. We view changes
in federal tax and spending policy as the largest risk to the sector since federal funds represent, on average, 35% of state budgets. States with higher
poverty rates and limited own-source revenue rely more on federal aid, making it difficult to enact dramatic across-the-board cuts to large non-discretionary programs such as
Medicaid.
We continue to favor revenue-sector
issuers over state and local governments since they are typically lower-rated and offer additional yield. Most municipal revenue sector borrowers are highly
defensive, as they are monopolistic providers of essential services that can raise user fees to cover operations. In the investment-grade sector, we prefer single-A and
triple-B bonds. We also favor prepaid gas and housing bonds that offer attractive yields, high quality, and good liquidity.
The opinions expressed are those of BlackRock as of December 31, 2024 and are subject to change at any time due to changes in market or economic
conditions. The comments should not be construed as a recommendation of any individual holdings or market sectors. Investing involves risk including loss of principal. Bond
values fluctuate in price so the value of your investment can go down depending on market conditions. Fixed income risks include interest-rate and credit risk. Typically,
when interest rates rise, there is a corresponding decline in bond values. Credit risk refers to the possibility that the bond issuer will not be able to make principal and
interest payments. There may be less information on the financial condition of municipal issuers than for public corporations. The market for municipal bonds may be
less liquid than for taxable bonds. Some investors may be subject to Alternative Minimum Tax (“AMT”). Capital gains distributions, if any, are
taxable.
The Bloomberg Municipal Bond
Index, a broad, market value-weighted index, seeks to measure the performance of the U.S. municipal bond market. All bonds in the index are exempt from U.S. federal income
taxes or subject to the AMT. Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. It is not possible to invest
directly in an index.
Municipal Market Overview 3
The Benefits and Risks
of Leveraging
The Trust may utilize leverage to seek
to enhance the distribution rate on, and net asset value (“NAV”) of, its common shares (“Common Shares”). However, there is no guarantee that
these objectives can be achieved in all interest rate environments.
In general, the concept of leveraging is based on the premise that the financing cost of leverage, which is based on short-term interest rates, is normally lower than the
income earned by the Trust on its longer-term portfolio investments purchased with the proceeds from leverage. To the extent that the total assets of the Trust
(including the assets obtained from leverage) are invested in higher-yielding portfolio investments, the Trust’s shareholders benefit from the incremental net income. The interest earned on securities purchased with the proceeds from leverage (after paying the leverage costs) is paid to shareholders in the form of dividends, and the value of these portfolio
holdings (less the leverage liability) is reflected in the per share NAV.
To illustrate these concepts, assume the Trust’s capitalization is $100 million and it utilizes leverage for an additional $30
million, creating a total value of $130 million available for investment in longer-term income securities. If prevailing short-term interest rates are 3% and
longer-term interest rates are 6%, the yield curve has a strongly positive slope. In this case, the Trust’s financing costs on the $30 million of
proceeds obtained from leverage are based on the lower short-term interest rates. At the same time, the securities purchased by the Trust with the proceeds
from leverage earn income based on longer-term interest rates. In this case, the Trust’s financing cost of leverage is significantly lower than the
income earned on the Trust’s longer-term investments acquired from such leverage proceeds, and therefore the holders of Common Shares (“Common
Shareholders”) are the beneficiaries of the incremental net income.
However, in order to benefit shareholders, the return on assets purchased with leverage proceeds must exceed the ongoing costs associated with the leverage. If interest and
other costs of leverage exceed the Trust’s return on assets purchased with leverage proceeds, income to shareholders is lower than if the Trust had not used leverage. Furthermore, the value of the Trust’s portfolio investments generally varies inversely with the direction of long-term interest rates, although other factors can influence the value of portfolio investments. In contrast, the amount of the Trust’s obligations under its leverage arrangement generally does not fluctuate in relation to interest rates. As a result, changes in interest rates can influence the Trust’s NAVs positively or negatively. Changes in the future direction of interest rates are very difficult to predict accurately, and there is no assurance that the
Trust’s intended leveraging strategy will be successful.
The use of leverage also generally causes greater changes in the
Trust’s NAV, market price and dividend rates than comparable portfolios without leverage. In
a declining market, leverage is likely to cause a greater decline in the NAV and market price of the Trust’s shares than if the Trust were not leveraged.
In addition, the Trust may be required to sell portfolio securities at inopportune times or at distressed values in order to comply with regulatory
requirements applicable to the use of leverage or as required by the terms of leverage instruments, which may cause the Trust to incur losses. The use of
leverage may limit the Trust’s ability to invest in certain types of securities or use certain types of hedging strategies. The Trust incurs expenses in
connection with the use of leverage, all of which are borne by shareholders and may reduce income to the shareholders. Moreover, to the extent the calculation
of the Trust’s investment advisory fees includes assets purchased with the proceeds of
leverage, the investment advisory fees payable to the Trust’s investment adviser will be higher than if the Trust did not use leverage.
The Trust may utilize leverage through the use of tender option bond trusts ("TOB Trusts") as described in the Notes to Financial Statements, if
applicable.
Under the Investment Company Act
of 1940, as amended (the “1940 Act”), the Trust is permitted to issue debt securities up to 33 1/3% of its total managed assets. The Trust may voluntarily elect
to limit its leverage to less than the maximum amount permitted under the 1940 Act.
4
2024 BlackRock
Annual Report to Shareholders
Trust
Summary as of December 31, 2024
BlackRock 2037 Municipal Target Term Trust (BMN)
Investment Objective
BlackRock 2037 Municipal Target Term Trust’s (BMN) (the “Trust”) investment objectives are to provide current income that is exempt from regular federal income tax (but which may be subject to the federal alternative minimum tax in certain circumstances) and to return $25.00 per common share (the initial public offering price per common
share) to holders of common shares on or about September 30, 2037. Under normal market conditions, the Trust invests at least 80% of its Managed Assets in
municipal securities. The Trust invests primarily in investment grade quality securities or securities that are unrated but judged to be of comparable quality by the
investment adviser.
There is no assurance that the Trust will
achieve its investment objectives, including its investment objective of returning $25.00 per share.
Trust Information
| Symbol on New York Stock Exchange |
BMN |
| Initial Offering Date |
October 28, 2022 |
| Termination Date |
September 30, 2037 |
| Yield on Closing Market Price as of December 31, 2024 ($25.59)(a) |
4.40% |
| Tax Equivalent Yield(b) |
7.43% |
| Current Monthly Distribution per Common
Share(c) |
$0.093750 |
| Current Annualized Distribution per Common Share(c) |
$1.125000 |
| Leverage as of December 31,
2024(d) |
7% |
| (a) |
Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance is not an indication
of future results. |
| (b) |
Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income,
exemptions and deductions. Lower taxes will result in lower tax equivalent
yields. |
| (c) |
The distribution rate is not constant and is subject to change. A portion of the distribution may be deemed a return of capital or net realized gain. |
| (d) |
Represents TOB Trusts as a percentage of total managed assets, which is the total assets of the Trust, including any assets attributable to TOB Trusts, minus the sum of
its accrued liabilities. Does not reflect derivatives or other instruments
that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Trust, please see The Benefits and Risks of Leveraging. |
Market Price and Net Asset Value Per Share Summary
| |
12/31/24 |
12/31/23 |
Change |
High |
Low |
| Closing Market Price |
$ 25.59
|
$ 23.78
|
7.61 % |
$ 25.77
|
$ 23.58
|
| Net Asset Value |
25.72 |
26.20 |
(1.83 ) |
26.45 |
25.64 |
GROWTH OF $10,000 INVESTMENT
BMN commenced operations on October 28, 2022.
(a)
Represents the Trust’s closing market price on the NYSE and reflects the reinvestment of dividends and/or distributions at actual reinvestment prices.
(b)
An unmanaged index that tracks the U.S. long term tax-exempt bond market, including state and local general obligation bonds, revenue bonds, pre-refunded bonds, and insured
bonds.
Trust Summary 5
Trust
Summary as of December 31,
2024(continued)
BlackRock 2037 Municipal Target Term Trust (BMN)
Performance
Returns for the period ended December 31, 2024 were as follows:
| |
Average Annual Total Returns | |
| |
1 Year |
Since Inception(a)
|
| Trust at NAV(b)(c) |
2.72 % |
5.68 % |
| Trust at Market Price(b)(c) |
12.60 |
5.43 |
| Customized Reference Benchmark(d) |
1.13 |
8.72 |
| Bloomberg Municipal Bond Index |
1.05 |
5.78 |
| (a) |
BMN commenced operations on October 28, 2022. |
| (b) |
All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage, if
any. |
| (c) |
The Trust’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV.
|
| (d) |
The Customized Reference Benchmark is comprised of the Bloomberg Municipal Bond Index (75%) and the Bloomberg Municipal Bond: High Yield (non-Investment Grade) 2037
Total Return Index (25%). |
Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally
accepted accounting principles.
Past performance is not an indication of future results.
Past performance is not an indication of future results.
The Trust is presenting the performance of one or more indices
for informational purposes only. The Trust is actively managed and does
not seek to track or replicate the performance of any index. The index performance shown is not intended to be indicative of the Trust’s investment
strategies, portfolio components or past or future performance.
More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.
The following discussion relates to the Trust’s absolute
performance based on NAV:
On a sector basis,
healthcare, transportation and corporate-backed securities made the largest contributions to performance. From a ratings perspective, BBB, A and AA rated
securities were the leading contributors due to their large weightings in the Trust. Holdings in high yield bonds contributed, as well. In terms of maturities,
the 12-20 year maturity area generated higher returns than shorter-term debt. Premium coupon bonds (those with coupons of 5% and higher) outperformed discount coupon
bonds.
Although prices generally declined
during the reporting period, there were no sectors, ratings categories or coupon structures that experienced losses as a group due to the positive contribution from income.
However, certain individual bonds that the Trust purchased near the end of the period generated modestly negative returns.
The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other
conditions.
These views are not intended to be a forecast of future events and are no guarantee of future results.
These views are not intended to be a forecast of future events and are no guarantee of future results.
6
2024 BlackRock
Annual Report to Shareholders
Trust
Summary as of December 31,
2024(continued)
BlackRock 2037 Municipal Target Term Trust (BMN)
Overview of the Trust’s Total Investments
| SECTOR ALLOCATION | |
| Sector(a)
|
Percent of Total Investments(b)
|
| Health |
19.7 % |
| County/City/Special District/School District |
15.9 |
| Housing |
15.4 |
| Transportation |
15.4 |
| State |
12.7 |
| Corporate |
9.0 |
| Education |
6.1 |
| Utilities |
3.9 |
| Tobacco |
1.1 |
| Commercial Mortgage-Backed Securities |
0.8 |
| CALL/MATURITY SCHEDULE | |
| Calendar Year Ended December 31,(c) |
Percent of Total Investments(b)
|
| 2025 |
21.4 % |
| 2026 |
6.5 |
| 2027 |
8.4 |
| 2028 |
3.5 |
| 2029 |
6.4 |
| CREDIT QUALITY ALLOCATION | |
| Credit
Rating(d) |
Percent of Total Investments(b)
|
| AAA/Aaa |
5.1 % |
| AA/Aa |
26.8 |
| A |
20.9 |
| BBB/Baa |
21.1 |
| BB/Ba |
5.1 |
| B |
2.6 |
| N/R(e) |
18.4 |
| (a) |
For purposes of this report, sector sub-classifications may differ from those utilized by the Trust for compliance purposes. |
| (b) |
Excludes short-term securities. |
| (c) |
Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years. |
| (d) |
For purposes of this report, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s Investors Service,
Inc. if ratings differ. These rating agencies are independent, nationally
recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low
credit quality. Credit quality ratings are subject to change. |
| (e) |
The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar
investments and financial analysis of sectors and individual investments.
Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of December 31, 2024, the market value of unrated securities deemed by the investment adviser to be investment grade represents less than 1.0% of total investments. |
Trust Summary 7
Schedule of Investments
December 31, 2024
BlackRock 2037 Municipal Target Term Trust (BMN)
(Percentages shown are based on Net Assets)
| Security |
|
Par (000) |
Value |
| Municipal Bonds | |||
| Arizona — 1.7% |
| ||
| Arizona Industrial Development Authority, RB, 5.00%, 07/01/38(a) |
$ |
460 |
$ 462,039
|
| Salt Verde Financial Corp., RB, 5.00%, 12/01/37 |
|
2,000 |
2,150,994 |
| |
|
|
2,613,033 |
| California — 3.8% |
| ||
| California Community Choice Financing Authority, RB, Series E-2, Sustainability Bonds, 4.71%,
02/01/54(b) |
|
625 |
624,920 |
| California Enterprise Development Authority, RB, 7.60%,
11/15/37(a) |
|
1,000 |
1,016,487 |
| California Public Finance Authority,
RB(a) |
|
|
|
| Series A, 5.88%, 06/01/39 |
|
750 |
720,353 |
| Sustainability Bonds, 5.00%, 11/15/36 |
|
1,000 |
990,675 |
| California School Finance Authority, Refunding RB,
Sustainability Bonds, 5.25%, 08/01/38(a) |
|
125 |
130,319 |
| California Statewide Communities Development Authority, RB, Series A, 5.00%, 12/01/41(a)
|
|
2,500 |
2,505,755 |
| |
|
|
5,988,509 |
| Colorado — 5.3% |
| ||
| City & County of Denver Colorado Airport System Revenue,
Refunding ARB, Series D, AMT, 5.00%, 11/15/42 |
|
4,000 |
4,202,307 |
| Colorado Health Facilities Authority, Refunding RB, Series A, 4.00%, 08/01/39 |
|
750 |
725,630 |
| Denver Convention Center Hotel Authority, Refunding RB,
5.00%, 12/01/40 |
|
2,000 |
2,013,139 |
| Eagle County Airport Terminal Corp., ARB, Series B, AMT, 5.00%, 05/01/41 |
|
1,000 |
1,000,989 |
| Southlands Metropolitan District No. 1, Refunding GO,
Series A-1, 5.00%, 12/01/37 |
|
500 |
502,203 |
| |
|
|
8,444,268 |
| District of Columbia — 0.7% |
| ||
| District of Columbia, RB, Series A, AMT, Sustainability Bonds, 5.50%, 02/28/37 |
|
1,000 |
1,131,178 |
| Florida — 3.0% |
| ||
| County of Miami-Dade Seaport Department, Refunding RB, Series A, AMT, 5.00%, 10/01/42 |
|
2,000 |
2,080,837 |
| East Nassau Stewardship District, SAB, Series 2024, 5.25%,
05/01/29 |
|
250 |
250,066 |
| Florida Development Finance Corp.,
RB(a)(b) |
|
|
|
| AMT, 6.13%, 07/01/32 |
|
400 |
408,655 |
| Class A, AMT, 4.38%, 10/01/54 |
|
250 |
249,360 |
| Florida Development Finance Corp., Refunding RB, AMT,
(AGM), 5.00%, 07/01/44 |
|
315 |
322,346 |
| Normandy Community Development District, SAB, 4.63%, 05/01/31(a) |
|
600 |
600,084 |
| Rookery Community Development District, SAB, 5.00%,
05/01/44 |
|
500 |
475,817 |
| Village Community Development District No. 15, SAB, 4.85%, 05/01/38(a) |
|
400 |
413,463 |
| |
|
|
4,800,628 |
| Georgia — 1.6% |
| ||
| DeKalb County Housing Authority, Refunding RB, 4.13%,
12/01/34 |
|
250 |
242,943 |
| Development Authority of Cobb County, RB, Series A, 5.70%, 06/15/38(a) |
|
625 |
629,010 |
| Main Street Natural Gas, Inc., RB, Series A, 5.00%, 05/15/37 |
|
1,500 |
1,606,548 |
| |
|
|
2,478,501 |
| Security |
|
Par (000) |
Value |
| Illinois — 9.2% |
| ||
| Chicago Board of Education, GO, Series C, 5.25%, 12/01/39 |
$ |
2,675 |
$ 2,675,722
|
| City of Chicago Illinois, GO, Series A, 5.50%, 01/01/41 |
|
1,855 |
1,930,617 |
| Illinois Finance Authority, RB, Series A, 6.50%, 05/15/42 |
|
250 |
268,028 |
| Illinois Finance Authority, Refunding RB |
|
|
|
| 4.00%, 08/15/41 |
|
1,170 |
1,140,848 |
| Series A, 5.00%, 05/15/41 |
|
310 |
290,420 |
| Illinois Housing Development Authority, RB, S/F Housing,
Series G, Sustainability Bonds, (FHLMC, FNMA, GNMA),
4.85%, 10/01/42 |
|
5,000 |
5,132,119 |
| Metropolitan Pier & Exposition Authority, RB, Series A, (NPFGC), 0.00%, 06/15/37(c) |
|
2,000 |
1,201,989 |
| State of Illinois, GO, 5.00%, 02/01/39 |
|
1,850 |
1,850,716 |
| |
|
|
14,490,459 |
| Kansas — 0.2% |
| ||
| City of Manhattan Kansas, Refunding RB, Series A, 4.00%, 06/01/26 |
|
315 |
312,445 |
| Louisiana — 0.8% |
| ||
| Louisiana Housing Corp., RB, S/F Housing, Series B, (FHLMC, FNMA, GNMA), 4.60%, 12/01/42 |
|
995 |
1,010,726 |
| Louisiana Public Facilities Authority, Refunding RB,
Series A2, 5.00%, 12/15/43(a) |
|
335 |
327,405 |
| |
|
|
1,338,131 |
| Maine — 0.1% |
| ||
| Finance Authority of Maine, Refunding RB, AMT, 4.63%, 12/01/47(a)(b) |
|
100 |
99,894 |
| Maryland — 3.6% |
| ||
| Maryland Community Development Administration, RB, S/F Housing, Sustainability Bonds, (FHLMC, FNMA, GNMA), 4.95%, 09/01/42 |
|
4,000 |
4,137,621 |
| Maryland Economic Development Corp., RB, Class B, AMT,
Sustainability Bonds, 5.00%, 12/31/40 |
|
1,500 |
1,517,973 |
| |
|
|
5,655,594 |
| Massachusetts — 0.6% |
| ||
| Massachusetts Development Finance Agency, RB, 5.00%, 07/01/42 |
|
1,000 |
1,025,716 |
| Michigan — 7.9% |
| ||
| Michigan Finance Authority, Refunding RB |
|
|
|
| 5.00%, 11/15/41 |
|
1,000 |
1,011,413 |
| Series A, 5.00%, 12/01/42 |
|
4,865 |
4,971,118 |
| Michigan State Housing Development Authority, RB, S/F
Housing |
|
|
|
| Series D, Sustainability Bonds, 5.10%, 12/01/37 |
|
2,250 |
2,370,954 |
| Series D, Sustainability Bonds, 5.20%, 12/01/40 |
|
2,750 |
2,885,470 |
| Wayne County Airport Authority, ARB, Series D, 5.00%, 12/01/40 |
|
1,230 |
1,244,306 |
| |
|
|
12,483,261 |
| Minnesota — 1.0% |
| ||
| Minnesota Housing Finance Agency, RB, S/F Housing,
Series M, Sustainability Bonds, (FHLMC, FNMA, GNMA),
5.10%, 07/01/42 |
|
1,465 |
1,553,566 |
| Missouri — 0.9% |
| ||
| St Louis County Industrial Development Authority, RB,
Series A, 5.00%, 09/01/38 |
|
1,500 |
1,488,150 |
8
2024 BlackRock Annual Report to Shareholders
Schedule of Investments (continued)
December 31, 2024
BlackRock 2037 Municipal Target Term Trust (BMN)
(Percentages shown are based on Net Assets)
| Security |
|
Par (000) |
Value |
| Nevada(a)
— 0.7% |
| ||
| City of North Las Vegas Nevada, SAB |
|
|
|
| 5.50%, 06/01/37 |
$ |
490 |
$ 513,644
|
| 5.75%, 06/01/42 |
|
490 |
516,431 |
| |
|
|
1,030,075 |
| New Jersey — 5.2% |
| ||
| New Jersey Economic Development Authority, RB, Series A, 5.00%, 06/15/42 |
|
1,500 |
1,536,576 |
| New Jersey Transportation Trust Fund Authority, RB, 5.00%,
06/15/42 |
|
2,200 |
2,364,843 |
| South Jersey Port Corp., Refunding ARB, Series S, 5.00%, 01/01/39 |
|
1,350 |
1,362,343 |
| South Jersey Transportation Authority, Refunding RB,
Series A, 5.00%, 11/01/39 |
|
3,000 |
2,940,462 |
| |
|
|
8,204,224 |
| New Mexico — 0.6% |
| ||
| City of Santa Fe New Mexico, Refunding RB, 5.00%, 05/15/32 |
|
1,000 |
1,000,463 |
| New York — 8.3% |
| ||
| Build NYC Resource Corp., RB, Sustainability Bonds, 5.00%, 06/01/32(a) |
|
400 |
414,067 |
| Metropolitan Transportation Authority, Refunding RB |
|
|
|
| Series B, 5.00%, 11/15/40 |
|
1,000 |
1,001,059 |
| Series C, Sustainability Bonds, 5.00%, 11/15/42 |
|
500 |
521,588 |
| Monroe County Industrial Development Corp., RB, Series A, 5.00%, 12/01/37 |
|
1,670 |
1,661,613 |
| New York City Housing Development Corp., RB, M/F
Housing, Class F-1, Sustainability Bonds, 4.60%,
11/01/42 |
|
1,500 |
1,516,101 |
| New York Convention Center Development Corp., Refunding RB, 5.00%, 11/15/40 |
|
2,500 |
2,506,313 |
| New York State Environmental Facilities Corp., RB, AMT,
5.13%, 09/01/50(a)(b) |
|
250 |
260,078 |
| New York Transportation Development Corp., ARB, AMT, 5.00%, 01/01/36 |
|
1,500 |
1,531,180 |
| New York Transportation Development Corp., RB |
|
|
|
| AMT, 5.00%, 10/01/40 |
|
1,500 |
1,539,419 |
| AMT, Sustainability Bonds, 5.50%, 06/30/38 |
|
1,000 |
1,063,150 |
| Onondaga Civic Development Corp., RB, 5.00%, 07/01/40 |
|
1,075 |
1,077,658 |
| |
|
|
13,092,226 |
| North Carolina — 1.0% |
| ||
| North Carolina Medical Care Commission, Refunding RB,
5.00%, 10/01/30 |
|
500 |
500,240 |
| North Carolina Turnpike Authority, Refunding RB, Series A, 5.00%, 07/01/42 |
|
995 |
999,861 |
| |
|
|
1,500,101 |
| Ohio — 3.7% |
| ||
| County of Franklin Ohio, RB, 5.00%, 05/15/40 |
|
3,140 |
3,148,527 |
| Ohio Air Quality Development Authority, RB, AMT, 4.50%, 01/15/48(a) |
|
1,000 |
947,173 |
| State of Ohio, RB, Series P3, AMT, 5.00%, 12/31/39 |
|
1,680 |
1,685,758 |
| |
|
|
5,781,458 |
| Security |
|
Par (000) |
Value |
| Oklahoma — 2.2% |
| ||
| Tulsa Airports Improvement Trust, Refunding RB, AMT,
5.00%, 06/01/35(b) |
$ |
2,490 |
$ 2,505,752
|
| Tulsa County Industrial Authority, Refunding RB, 5.25%, 11/15/37 |
|
1,000 |
1,009,507 |
| |
|
|
3,515,259 |
| Oregon — 1.9% |
| ||
| Port of Morrow Oregon, GOL, Series A, 5.15%, 10/01/26(a) |
|
1,140 |
1,148,978 |
| Port of Portland Oregon Airport Revenue, ARB, Series 24B, AMT, 5.00%, 07/01/42 |
|
1,835 |
1,845,886 |
| |
|
|
2,994,864 |
| Pennsylvania — 8.5% |
| ||
| Allentown Neighborhood Improvement Zone Development
Authority, RB, 5.00%, 05/01/42(a) |
|
920 |
940,182 |
| Allentown Neighborhood Improvement Zone Development Authority, Refunding RB, 5.00%, 05/01/42 |
|
2,580 |
2,653,722 |
| Montgomery County Industrial Development Authority,
Refunding RB, 5.00%, 11/15/36 |
|
350 |
353,245 |
| Pennsylvania Economic Development Financing Authority, RB, AMT, 5.50%, 06/30/43 |
|
5,000 |
5,296,399 |
| Pennsylvania Higher Educational Facilities Authority,
Refunding RB, 5.00%, 05/01/41 |
|
1,500 |
1,508,339 |
| Pennsylvania Turnpike Commission, RB, Sub-Series B-1, 5.00%, 06/01/42 |
|
1,500 |
1,535,180 |
| Philadelphia Gas Works Co., Refunding RB, 5.00%,
08/01/42 |
|
1,170 |
1,189,829 |
| |
|
|
13,476,896 |
| Puerto Rico — 4.4% |
| ||
| Commonwealth of Puerto Rico, GO, Series A-1, Restructured, 5.75%, 07/01/31 |
|
3,447 |
3,756,131 |
| Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue,
RB |
|
|
|
| Series A-2, Convertible, Restructured, 4.33%, 07/01/40 |
|
1,500 |
1,471,433 |
| Series A-1, Restructured, 4.55%, 07/01/40 |
|
1,750 |
1,747,322 |
| |
|
|
6,974,886 |
| South Carolina — 1.6% |
| ||
| Patriots Energy Group Financing Agency, RB, Series A1, 5.25%, 10/01/54(b) |
|
805 |
862,368 |
| South Carolina Public Service Authority, RB, Series E, 5.50%,
12/01/42 |
|
1,500 |
1,666,432 |
| |
|
|
2,528,800 |
| Tennessee — 3.6% |
| ||
| Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board, Refunding RB |
|
|
|
| 5.00%, 10/01/38 |
|
1,000 |
1,028,394 |
| Series A, 5.00%, 10/01/41 |
|
1,000 |
1,008,469 |
| Tennergy Corp., RB, Series A, 5.50%, 10/01/53(b) |
|
2,500 |
2,654,868 |
| Tennessee Energy Acquisition Corp., RB, Series A, 5.00%, 05/01/52(b) |
|
925 |
973,926 |
| |
|
|
5,665,657 |
| Texas — 3.9% |
| ||
| City of Houston Texas Airport System Revenue, ARB,
Series B, AMT, 5.50%, 07/15/37 |
|
205 |
216,857 |
| Clifton Higher Education Finance Corp., RB, Series D, 6.00%, 08/15/38 |
|
1,000 |
1,005,305 |
Schedule of Investments 9
Schedule of Investments (continued)
December 31, 2024
BlackRock 2037 Municipal Target Term Trust (BMN)
(Percentages shown are based on Net Assets)
| Security |
|
Par (000) |
Value |
| Texas (continued) |
| ||
| EP Royal Estates PFC, RB, M/F Housing, 4.25%, 10/01/39 |
$ |
2,000 |
$ 1,912,513
|
| Harris County Cultural Education Facilities Finance Corp., Refunding RB, 5.00%, 01/01/27 |
|
380 |
385,022 |
| New Hope Cultural Education Facilities Finance Corp., RB,
5.00%, 08/15/39(a) |
|
425 |
421,683 |
| San Antonio Water System, Refunding RB, Series A, Junior Lien, 4.00%, 05/15/40 |
|
810 |
798,566 |
| Tarrant County Cultural Education Facilities Finance Corp.,
Refunding RB, 5.00%, 11/15/40 |
|
1,500 |
1,487,698 |
| |
|
|
6,227,644 |
| Vermont — 0.8% |
| ||
| Vermont Economic Development Authority, RB, AMT, 4.63%, 04/01/36(a)(b) |
|
1,300 |
1,306,872 |
| Washington — 2.6% |
| ||
| University of Washington, Refunding RB, Series C, 4.00%, 12/01/40 |
|
2,500 |
2,441,993 |
| Washington State Housing Finance Commission, Refunding
RB, Series A, 5.00%, 07/01/38 |
|
1,590 |
1,669,152 |
| |
|
|
4,111,145 |
| Wisconsin — 2.8% |
| ||
| Public Finance Authority, RB |
|
|
|
| 5.00%, 07/15/30(a) |
|
250 |
253,822 |
| 5.00%, 06/15/34 |
|
430 |
438,582 |
| 5.00%, 07/01/35(a) |
|
350 |
354,510 |
| Public Finance Authority, Refunding RB |
|
|
|
| 5.25%, 05/15/42(a) |
|
1,230 |
1,229,950 |
| Series B, AMT, 5.00%, 07/01/42 |
|
1,500 |
1,469,366 |
| Wisconsin Health & Educational Facilities Authority,
Refunding RB, 5.00%, 11/01/27 |
|
745 |
740,873 |
| |
|
|
4,487,103 |
| Wyoming — 1.2% |
| ||
| Wyoming Community Development Authority, Refunding RB, S/F Housing, Series 1, 4.40%, 12/01/43 |
|
2,000 |
1,924,960 |
| Total Municipal Bonds — 93.4% (Cost: $144,064,610) |
147,725,966 | ||
| Municipal Bonds Transferred to Tender Option Bond Trusts(d) | |||
| Pennsylvania — 12.4% |
| ||
| Allegheny County Airport Authority, ARB |
|
|
|
| Series A, AMT, (AGM), 5.25%, 01/01/37 |
|
1,640 |
1,769,387 |
| Series A, AMT, (AGM), 5.25%, 01/01/40 |
|
1,700 |
1,833,907 |
| Series A, AMT, (AGM), 5.50%, 01/01/41 |
|
1,660 |
1,791,128 |
| Series A, AMT, (AGM), 5.50%, 01/01/42 |
|
1,500 |
1,618,607 |
| General Authority of Southcentral Pennsylvania, Refunding
RB, 5.00%, 06/01/39 |
|
5,000 |
5,228,370 |
| Pennsylvania Housing Finance Agency, RB, S/F Housing, Series 143A, Sustainability Bonds, 5.13%, 10/01/41 |
|
7,000 |
7,397,228 |
| |
|
|
19,638,627 |
| Total Municipal Bonds Transferred to Tender Option Bond Trusts — 12.4% (Cost: $18,772,242) |
19,638,627 | ||
| Security |
|
Par (000) |
Value |
| Non-Agency Mortgage-Backed Securities | |||
| Commercial Mortgage-Backed Securities — 0.9% | |||
| National Finance Authority Affordable Housing Certificates, Series 2024-1, Class A, 4.15%, 10/20/40 |
$ |
1,350 |
$ 1,319,226 |
| Total Non-Agency Mortgage-Backed Securities — 0.9% (Cost: $1,341,980) |
1,319,226 | ||
| Total Long-Term Investments — 106.7% (Cost: $164,178,832) |
168,683,819 | ||
| |
|
Shares |
|
| Short-Term Securities | |||
| Money Market Funds — 0.0% |
| ||
| BlackRock Liquidity Funds, MuniCash, Institutional Shares, 3.38%(e)(f) |
|
82,598 |
82,606 |
| Total Short-Term Securities — 0.0% (Cost: $82,606) |
82,606 | ||
| Total Investments — 106.7% (Cost: $164,261,438) |
168,766,425 | ||
| Other Assets Less Liabilities — 1.2% |
1,801,544 | ||
| Liability for
TOB Trust
Certificates, Including Interest Expense and Fees Payable —
(7.9)% |
(12,455,719 ) | ||
| Net Assets — 100.0% |
$ 158,112,250 | ||
| (a) |
Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933,
as amended. These securities may be resold in transactions exempt from registration to
qualified institutional investors. |
| (b) |
Variable rate security. Interest rate resets periodically. The rate shown is the effective
interest rate as of period end. Security description also includes the reference rate and
spread if published and available. |
| (c) |
Zero-coupon bond. |
| (d) |
Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates
received by the Trust. These bonds serve as collateral in a secured borrowing. See Note 4
of the Notes to Financial Statements for details. |
| (e) |
Affiliate of the Trust. |
| (f) |
Annualized 7-day yield as of period end. |
10
2024 BlackRock
Annual Report to Shareholders
Schedule of Investments (continued)
December 31, 2024
BlackRock 2037 Municipal Target Term Trust (BMN)
Affiliates
Investments in issuers considered to be affiliate(s) of the Trust during the year ended December 31, 2024 for purposes of Section 2(a)(3)
of the Investment Company Act of 1940, as amended, were as
follows:
| Affiliated Issuer |
Value at 12/31/23 |
Purchases at Cost |
Proceeds from Sales |
Net Realized Gain (Loss) |
Change in Unrealized Appreciation (Depreciation) |
Value at 12/31/24 |
Shares Held at 12/31/24 |
Income |
Capital Gain Distributions from Underlying Funds |
| BlackRock Liquidity Funds, MuniCash, Institutional Shares |
$ 2,059,735 |
$ — |
$ (1,977,129 )(a) |
$ 116 |
$ (116 ) |
$ 82,606 |
82,598 |
$ 43,646 |
$ — |
| (a) |
Represents net amount purchased (sold). |
Fair Value Hierarchy as of Period End
Various inputs are used in determining the fair value of
financial instruments at the measurement date. For a description of the input levels and information about the Trust’s policy regarding valuation of financial
instruments, refer to the Notes to Financial Statements.
The following table summarizes the Trust’s financial instruments categorized in the fair value hierarchy. The breakdown of the Trust’s financial instruments into major categories is disclosed in the Schedule of Investments above.
| |
Level 1 |
Level 2 |
Level 3 |
Total |
| Assets |
|
|
|
|
| Investments |
|
|
|
|
| Long-Term Investments |
|
|
|
|
| Municipal Bonds |
$ —
|
$ 147,725,966
|
$ —
|
$ 147,725,966
|
| Municipal Bonds Transferred to Tender Option Bond Trusts |
— |
19,638,627 |
— |
19,638,627 |
| Non-Agency Mortgage-Backed Securities |
— |
1,319,226 |
— |
1,319,226 |
| Short-Term Securities |
|
|
|
|
| Money Market Funds |
82,606 |
— |
— |
82,606 |
| |
$82,606 |
$168,683,819 |
$— |
$168,766,425 |
The Trust may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, TOB Trust
Certificates of $12,335,000 are categorized as Level 2 within the fair value hierarchy.
See notes to financial statements.
Schedule of Investments 11
Statement of Assets and Liabilities December 31, 2024
| |
BMN |
| ASSETS |
|
| Investments, at value —
unaffiliated(a) |
$ 168,683,819 |
| Investments, at value —
affiliated(b) |
82,606 |
| Receivables: |
|
| Investments sold |
215,000 |
| Dividends — affiliated |
1,463 |
| Interest — unaffiliated |
1,759,658 |
| Prepaid expenses |
1,371 |
| Total assets |
170,743,917 |
| ACCRUED LIABILITIES |
|
| Payables: |
|
| Accounting services fees |
16,792 |
| Custodian fees |
771 |
| Interest expense and fees |
120,719 |
| Investment advisory fees |
80,009 |
| Trustees’ and Officer’s fees |
162 |
| Other accrued expenses |
7,373 |
| Professional fees |
66,479 |
| Transfer agent fees |
4,362 |
| Total accrued liabilities |
296,667 |
| OTHER LIABILITIES |
|
| TOB Trust Certificates |
12,335,000 |
| Total liabilities |
12,631,667 |
| Commitments and contingent liabilities |
|
| NET ASSETS |
$ 158,112,250 |
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS CONSIST OF |
|
| Paid-in capital(c)(d)(e) |
$ 153,545,807 |
| Accumulated earnings |
4,566,443 |
| NET ASSETS |
$ 158,112,250 |
| Net asset value |
$ 25.72 |
| (a) Investments, at cost—unaffiliated |
$164,178,832 |
| (b) Investments, at cost—affiliated |
$82,606 |
| (c) Shares outstanding |
6,147,653 |
| (d) Shares authorized |
Unlimited |
| (e) Par value |
$0.001 |
See notes to financial statements.
12
2024 BlackRock Annual Report to Shareholders
Statement of Operations Year Ended December 31,
2024
| |
BMN |
| INVESTMENT INCOME |
|
| Dividends — affiliated |
$43,646 |
| Interest — unaffiliated |
8,136,532 |
| Total investment income |
8,180,178 |
| EXPENSES |
|
| Investment advisory |
947,659 |
| Professional |
60,990 |
| Accounting services |
39,759 |
| Transfer agent |
24,079 |
| Printing and postage |
19,283 |
| Trustees and Officer |
11,263 |
| Registration |
8,486 |
| Custodian |
1,902 |
| Miscellaneous |
10,116 |
| Total expenses excluding interest expense and fees |
1,123,537 |
| Interest expense and fees(a) |
482,050 |
| Total expenses |
1,605,587 |
| Less: |
|
| Fees waived and/or reimbursed by the Manager |
(1,438 ) |
| Total expenses after fees waived and/or reimbursed |
1,604,149 |
| Net investment income |
6,576,029 |
| REALIZED AND UNREALIZED GAIN (LOSS) |
|
| Net realized gain from: |
|
| Investments — unaffiliated |
142,918 |
| Investments — affiliated |
116 |
| |
143,034 |
| Net change in unrealized appreciation (depreciation) on: |
|
| Investments — unaffiliated |
(2,735,239 ) |
| Investments — affiliated |
(116 ) |
| |
(2,735,355 ) |
| Net realized and unrealized loss |
(2,592,321 ) |
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
$3,983,708 |
| (a) Related to TOB Trusts. | |
See notes to financial statements.
Financial Statements 13
Statements of Changes in Net Assets
| |
BMN | |
| |
Year Ended
12/31/24 |
Year Ended 12/31/23
|
| | ||
| INCREASE (DECREASE) IN NET ASSETS |
|
|
| OPERATIONS |
|
|
| Net investment income |
$6,576,029
|
$6,444,263
|
| Net realized gain (loss) |
143,034 |
(44,267 ) |
| Net change in unrealized appreciation (depreciation) |
(2,735,355 ) |
5,327,495 |
| Net increase in net assets resulting from operations |
3,983,708 |
11,727,491 |
| DISTRIBUTIONS TO SHAREHOLDERS(a) |
|
|
| From net investment income and net realized gain |
(6,770,592 ) |
(6,929,444 ) |
| Return of capital |
(145,518 ) |
— |
| Decrease in net assets resulting from distributions to shareholders |
(6,916,110 ) |
(6,929,444 ) |
| NET ASSETS |
|
|
| Total increase (decrease) in net assets |
(2,932,402 ) |
4,798,047 |
| Beginning of year |
161,044,652 |
156,246,605 |
| End of year |
$158,112,250 |
$161,044,652 |
| (a) |
Distributions for annual periods determined in accordance with U.S. federal income tax
regulations. |
See notes to financial statements.
14
2024 BlackRock Annual Report to Shareholders
Financial Highlights (For a share outstanding throughout each period)
| |
BMN | ||
| |
Year Ended
12/31/24 |
Year Ended
12/31/23 |
Period from
10/28/22(a) to 12/31/22 |
| | |||
| Net asset value, beginning of period |
$26.20 |
$25.42 |
$25.00 |
| Net investment income(b) |
1.07 |
1.05 |
0.11 |
| Net realized and unrealized gain (loss) |
(0.42 ) |
0.86 |
0.31 |
| Net increase from investment operations |
0.65 |
1.91 |
0.42 |
| Distributions(c)
|
|
|
|
| From net investment income |
(1.09 ) |
(1.13 ) |
— |
| From net realized gain |
(0.02 ) |
— |
— |
| Return of capital |
(0.02 ) |
— |
— |
| Total distributions |
(1.13 ) |
(1.13 ) |
— |
| Net asset value, end of period |
$25.72 |
$26.20 |
$25.42 |
| Market price, end of period |
$25.59 |
$23.78 |
$24.44 |
| Total
Return(d) |
|
|
|
| Based on net asset value |
2.72 % |
7.97 % |
1.68
%(e)
|
| Based on market price |
12.60 % |
1.92 % |
(2.24
)%(e)
|
| Ratios to Average Net
Assets(f) |
|
|
|
| Total expenses |
1.00 % |
0.72 % |
0.65
%(g)(h)
|
| Total expenses after fees waived and/or reimbursed |
1.00 % |
0.72 % |
0.61
%(g)(h)
|
| Total expenses after fees waived and/or reimbursed and excluding interest expense(i) |
0.70 % |
0.67 % |
0.61
%(h)
|
| Net investment income |
4.11 % |
4.11 % |
2.60
%(h)
|
| Supplemental Data |
|
|
|
| Net assets, end of period (000) |
$158,112 |
$161,045 |
$156,247 |
| TOB Trust Certificates, end of period (000) |
$12,335 |
$12,335 |
$— |
| Asset coverage per $1,000 of TOB Trust Certificates, end of period |
$13,818 |
$14,056 |
N/A |
| Portfolio turnover rate |
7 % |
20 % |
38 % |
| (a) |
Commencement of operations. |
| (b) |
Based on average shares outstanding. |
| (c) |
Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| (d) |
Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where
applicable, excludes the effects of any sales charges and assumes the reinvestment
of distributions at actual reinvestment prices. |
| (e) |
Not annualized. |
| (f) |
Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
| (g) |
Audit and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses and total expenses after
fees waived and/or reimbursed would have been 0.80% and 0.76%.
|
| (h) |
Annualized. |
| (i) |
Interest expense and fees relate to TOB Trusts. See Note 4 of the Notes to Financial Statements for details. |
See notes to financial statements.
Financial Highlights 15
Notes
to Financial Statements
1.
ORGANIZATION
BlackRock 2037 Municipal Target Term Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”). The Trust is registered as a non-diversified, closed-end management investment company. The Trust is organized as a Maryland
statutory trust. The Trust determines and makes available for publication the net asset value (“NAV”) of its Common Shares on a daily basis.
The Trust, together with certain other registered investment
companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of 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. The 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.
Collateralization: If required by an exchange
or counterparty agreement, the Trust may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain
investments.
Distributions:
Distributions from net investment income are declared and paid monthly.
Distributions of capital gains are recorded on the ex-dividend dates and made at least annually. The portion of distributions, if any, that exceeds a fund’s current and accumulated earnings and profits, as measured on a tax basis, constitute a non-taxable return of capital. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
Deferred Compensation Plan: Under the Deferred Compensation Plan (the “Plan”) approved by the Board of Trustees of the Trust (the “Board”), the trustees who are not “interested persons” of the Trust, 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 the Trust, as applicable. Deferred compensation liabilities, if any, are included in the Trustees’ and Officer’s fees payable in the Statement of Assets and Liabilities and will remain as a liability of the Trust until such amounts are distributed in accordance with the Plan. Net appreciation (depreciation) in the value of participants’ deferral accounts is allocated among the participating funds in
the BlackRock Fixed-Income Complex and reflected as Trustees and Officer expense on the Statement of Operations. The Trustees and Officer expense may be
negative as a result of a decrease in value of the deferred accounts.
Indemnifications: In the normal course of
business, the Trust enters into contracts that contain a variety of representations that provide general indemnification. The Trust’s maximum exposure under these arrangements is unknown because it involves future potential claims against the
Trust, which cannot be predicted with any certainty.
Other: Expenses directly related to the Trust are charged to the 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.
The Trust has an arrangement with its custodian whereby credits are earned on uninvested cash balances, which could be used to reduce custody fees and/or overdraft charges.
Segment Reporting: The Trust adopted Financial Accounting Standards Board Update
2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”) during the period. The Trust’s adoption of the new standard impacted financial statement disclosures only and did not affect
the Trust’s financial position or
results of operations.
The Chief Financial
Officer acts as the Trust’s Chief Operating Decision Maker (“CODM’) and is
responsible for assessing performance and allocating resources with respect to the Trust. The CODM has concluded that the Trust operates as a single operating segment since the Trust has a single investment strategy as disclosed in its prospectus, against which the CODM assesses performance. The financial information provided to and reviewed by the CODM is presented within the Trust’s financial statements.
3.
INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS
Investment Valuation Policies: The Trust’
s 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. The Board has approved the designation of the Trust’s Manager as the valuation designee for the Trust. The Trust determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. If
16
2024 BlackRock Annual Report to Shareholders
Notes
to Financial Statements (continued)
a security’s market price is not readily available or does not otherwise accurately
represent the fair value of the security, the security will be valued in accordance with the Manager’s policies and procedures as reflecting fair value.
The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial
instruments, with assistance from other BlackRock pricing committees.
Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the
fair value of the Trust’s 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. Floating rate loan interests are valued at the mean of the bid prices from one or more independent brokers or dealers as obtained from a third-party pricing service. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a fund may hold or transact in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values, including transaction data (e.g., recent representative bids and offers), market data, credit quality information, perceived market movements, news, and other relevant information. Certain fixed-income securities, including asset-backed and mortgage related securities may be valued based on valuation models that consider the estimated cash flows of each tranche of the entity, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche. The amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity 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 day’s NAV.
If events (e.g., 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 Valuation Committee in accordance with the Manager’s policies and procedures as
reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the 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 Valuation Committee seeks to
determine the price that the Trust might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an
arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the
principles of fair value measurement as of the measurement date.
Fair Value Hierarchy: Various inputs are used in determining the fair value of
financial instruments at the measurement date. 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 that the Trust has the ability to access for identical assets or liabilities;
•Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
•Level 3 – Inputs that are unobservable and significant to the entire fair value measurement for the asset or liability (including the Valuation Committee’s
assumptions used in determining the fair value of financial instruments).
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is
greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such
cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value
measurement in its entirety. Investments classified within Level 3 have
significant unobservable inputs used by the 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
Asset-Backed and Mortgage-Backed
Securities: Asset-backed securities are generally issued as pass-through certificates or as debt instruments. Asset-backed securities issued as pass-through certificates represent undivided fractional ownership interests in an underlying pool of assets. Asset-backed securities issued as debt instruments,
which are also known as collateralized obligations, are typically issued as the debt of a special purpose entity organized solely for the purpose of owning
such assets and issuing such debt. Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties.
The yield characteristics of certain asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal
part of the obligations may be prepaid at any time because the underlying assets (i.e., loans) may be prepaid at any time. As a result, a decrease in interest
rates in the market may result in increases in the level of prepayments as borrowers, particularly mortgagors, refinance and repay their loans. An increased
prepayment rate with respect to an asset-backed security will have the effect of shortening the maturity of the security. In addition, a fund may subsequently
have to reinvest the proceeds at lower interest rates. If a fund has purchased such an asset-backed security at a premium, a faster than anticipated prepayment rate could
result in a loss of principal to the extent of the premium paid.
For mortgage pass-through securities (the “Mortgage Assets”) there are a number of important differences among the agencies and instrumentalities of the U.S.
Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae
are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States.
However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie Mae guaranteed mortgage pass-through certificates,
which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the
right of the issuer to borrow from the U.S. Treasury.
Notes to Financial Statements
17
Notes
to Financial Statements (continued)
Non-agency mortgage-backed securities are securities issued by non-governmental issuers and
have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers
thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the
income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a
borrower’s ability to repay its loans.
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.
Municipal Bonds Transferred to TOB
Trusts: The Trust leverages its assets through the use of “TOB Trust” transactions. The fund transfers 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 fund 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 fund 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 the 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 the 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 Trust) whereas in other termination events, TOB Trust Certificates holders and TOB Residuals holders will be paid pro rata.
While the fund’s investment policies and restrictions
expressly permit investments in inverse floating rate securities, such as TOB Residuals, they restrict the ability of the fund to borrow money for purposes of
making investments. The Trust’s transfer of the municipal bonds to
a TOB Trust is considered a secured borrowing for financial reporting purposes. The cash received by the TOB Trust from the sale of the TOB Trust Certificates,
less certain transaction expenses, is paid to the Trust. The Trust typically invests the cash received in additional municipal bonds.
Accounting for TOB Trusts: The municipal bonds deposited into a TOB Trust are
presented in the Trust’s Schedule of Investments and the TOB Trust
Certificates are shown in Other Liabilities in the Statement 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 the Trust’s payable to the holder of the TOB Trust Certificates, as reported in the
Statement 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
the Trust on an accrual basis. Interest expense incurred on the TOB Trust transaction and other expenses related to remarketing, administration, trustee, liquidity and other services to a TOB Trust are shown
as interest expense and fees in the Statement of Operations. Fees paid upon creation of the TOB Trust are recorded as debt issuance costs and are amortized to
interest expense and fees in the Statement of Operations to the expected maturity of the TOB Trust. In connection with the restructurings of the TOB Trusts to non-bank sponsored TOB Trusts, the Trust incurred non-recurring, legal and restructuring fees, which are recorded as interest expense and fees in the Statement of Operations. Amounts recorded within interest expense and fees in the Statement of Operations are:
| Trust Name |
Interest Expense |
Liquidity Fees |
Other Expenses |
Total |
| BMN |
$ 423,409
|
$ 44,907
|
$ 13,734
|
$ 482,050
|
For the year ended December 31, 2024,
the following table is a summary of the Trust’s TOB Trusts:
| Trust Name |
Underlying Municipal Bonds Transferred to TOB Trusts(a)
|
Liability for TOB Trust Certificates(b)
|
Range of Interest Rates on TOB Trust Certificates at Period End |
Average TOB Trust Certificates Outstanding |
Daily Weighted Average Rate of Interest and Other Expenses on TOB Trusts |
| BMN |
$ 19,638,627
|
$ 12,335,000
|
3.65% — 3.80
% |
$ 12,335,000
|
3.90 % |
| (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 Trust, 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 Trust, for
such reimbursements, as applicable, are included in the maximum potential amounts
disclosed for recourse TOB Trusts in the Schedule of Investments. |
18
2024 BlackRock
Annual Report to Shareholders
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 the Trust invests in a TOB Trust on a recourse basis,
the Trust enters into a reimbursement
agreement with the Liquidity Provider where the Trust is required to reimburse the Liquidity Provider for any shortfall between the amount paid by the Liquidity Provider and proceeds received from liquidation of municipal bonds held in the TOB Trust
(the “Liquidation Shortfall”). As a result, if the Trust invests in a recourse TOB Trust, the Trust will bear the risk of loss with respect to any
Liquidation Shortfall. If multiple funds participate in any such TOB Trust,
these losses will be shared ratably, including the maximum potential amounts owed by the Trust at December 31, 2024, in proportion to their participation in the TOB Trust. The recourse TOB Trusts are identified in the Schedule of Investments including the maximum potential amounts owed by the Trust at December 31, 2024. |
5.
INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Investment Advisory: The Trust entered into an Investment Advisory Agreement with the Manager, the Trust’s 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 the Trust’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the
operations of the Trust.
For such services, the Trust pays the Manager a monthly fee at an annual rate equal to 0.55% of the average
daily value of the Trust’s managed assets.
For purposes of calculating this fee, “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 Waivers: The Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Trust pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2026. 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 the Trust.
This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2024, the amount waived was
$1,438.
The Manager contractually agreed to
waive its investment advisory fee with respect to any portion of
the Trust’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2026. 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 Trust’s Independent Trustees. For the year ended December 31, 2024, there were no fees waived by the Manager pursuant to this arrangement.
Trustees and Officers: Certain trustees and/or officers of the Trust are directors and/or officers of BlackRock or its affiliates. The Trust reimburses the Manager for a portion of the compensation paid to the Trust’s Chief Compliance Officer, which is included in Trustees and Officer in the Statement of Operations.
6.
PURCHASES
AND SALES
For the year ended December 31, 2024, purchases and sales of investments, excluding
short-term securities, were $14,113,785 and $12,515,112, respectively.
7.
INCOME TAX INFORMATION
It is
the Trust’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to
regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is
required.
The 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
the Trust’s U.S. federal
tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on the Trust’
s state and local tax returns may remain open for an additional year depending upon the
jurisdiction.
Management has analyzed tax
laws and regulations and their application to the Trust as of December 31, 2024, 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 Trust’s
financial statements. Management’s analysis is based on the tax laws and judicial and administrative interpretations thereof in effect as of
the date of these financial statements, all of which are subject to change, possibly with retroactive effect which may impact the Trust’s NAV.
The tax character of distributions paid was as
follows:
| Trust Name |
Year Ended 12/31/24 |
Year Ended 12/31/23 |
| BMN |
|
|
| Tax-exempt income |
$ 6,670,702
|
$ 6,916,052
|
| Ordinary income |
2,479 |
13,392 |
| Long-term capital gains |
97,411 |
— |
| Return of capital |
145,518 |
— |
| |
$ 6,916,110 |
$ 6,929,444 |
Notes to Financial Statements 19
Notes
to Financial Statements (continued)
As of December 31, 2024, the tax components of accumulated earnings (loss) were as follows:
| Trust Name |
Net Unrealized Gains (Losses)(a)
|
| BMN |
$ 4,566,443
|
| (a) |
The difference between book-basis and tax-basis net unrealized gains (losses) was
attributable primarily to the tax deferral of losses on wash sales, amortization methods for premiums on fixed income securities and treatment of residual interests in tender option bond trusts. |
During the year ended December 31, 2024, the Trust utilized the following amount of
its capital loss carryforward:
| Trust Name |
Utilized |
| BMN |
$ 45,591
|
As of December 31,
2024, 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) |
| BMN |
$ 151,864,982
|
$ 5,007,233
|
$ (440,790
) |
$ 4,566,443
|
8.
PRINCIPAL RISKS
In the
normal course of business, the Trust invests in securities or other
instruments and may enter into certain transactions, and such activities subject the 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 Trust and its investments.
The Trust 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 Trust reinvests 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 the Trust.
The 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.
As
short-term interest rates rise, the Trust’s investments in the TOB Trusts may adversely
affect the Trust’s 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 Trust’s NAV per share.
The U.S. Securities and Exchange Commission (“SEC”)
and various federal banking and housing agencies have adopted credit risk retention rules for securitizations (the “Risk Retention Rules”). The
Risk Retention Rules would require the sponsor of a TOB Trust to retain at least 5% of the credit risk of the underlying assets supporting the TOB
Trust’s municipal bonds. The Risk Retention Rules may adversely affect the
Trust’s 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 Trust, 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.
Illiquidity Risk: The 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. The Trust may not be able to readily dispose of such investments at prices that approximate those at which
the Trust could sell such investments if they were more widely traded and, as a result of such illiquidity, the 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 the Trust’s 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: The 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 the Trust to reinvest in lower yielding securities. The Trust may also be exposed to reinvestment risk, which is the risk that income from the Trust’s portfolio will decline if the Trust invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below the Trust
portfolio’s 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 issuer’s ability to make payments of principal and/or interest or otherwise affect the
value of such securities. Municipal securities can be significantly affected by political or economic changes, including changes made in the law after issuance
of the securities, as well as uncertainties in the municipal market related to, taxation, legislative changes or the rights of municipal security holders,
including in connection with an issuer insolvency. Municipal securities backed by current or anticipated revenues from a specific project or specific assets
can be negatively affected by the discontinuance of the tax benefits supporting the project
20
2024 BlackRock
Annual Report to Shareholders
Notes
to Financial Statements (continued)
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.
Investment Objective Risk: There is no
assurance that BMN will achieve its investment objectives, including its investment objective of returning $25.00 per share. As BMN approaches its scheduled
termination date, it is expected that the maturity of BMN’s portfolio securities will shorten, which is likely to reduce BMN’s income and distributions to
shareholders.
Counterparty
Credit Risk: The Trust 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 Trust manages 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 Trust to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due
from counterparties. The extent of the Trust’s exposure to market, issuer and counterparty
credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the
Trust.
Geographic/Asset
Class Risk: A diversified portfolio, where this is appropriate and
consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment
concentrations within the Trust’s portfolio are disclosed in its
Schedule of Investments.
The Trust invests a significant portion of its assets in securities within a single or limited
number of market sectors. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social
conditions affecting such sectors may have a significant impact on the Trust and could affect the income from, or the value or liquidity of, the Trust’s portfolio.
Investment percentages in specific sectors are presented in the Schedule of Investments.
The Trust invests a significant portion of its 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 Trust invests a significant portion of its assets in fixed-income securities and/or uses 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
decrease as interest rates rise and increase as interest rates fall. The Trust may be subject to a greater risk of rising interest rates during a period of
historically low interest rates. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility, and could negatively
impact the Trust’s performance.
The Trust invests a significant portion of its assets in securities of issuers
located in the United States. A decrease in imports or exports, changes
in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities
listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets
generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt
levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or
principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative
consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that
rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse
impact on the U.S. economy and the issuers in which the Trust invests.
9.
CAPITAL
SHARE TRANSACTIONS
The Trust is authorized to issue an unlimited number of shares,
all of which were initially classified as Common Shares. The Board is
authorized, however, to reclassify any unissued Common Shares to Preferred Shares without the approval of Common Shareholders.
For the year ended December 31, 2024, shares issued and outstanding remained
constant.
As of December 31, 2024, BlackRock Financial
Management, Inc., an affiliate of the Trust, owned 4,000 shares of BMN.
10.
SUBSEQUENT EVENTS
Management’s evaluation of the impact of all subsequent
events on the Trust’s financial statements was completed through the date the financial statements were
issued and the following items were noted:
The Trust declared and paid or will pay distributions to Common Shareholders as
follows:
| Trust Name |
Declaration Date |
Record Date |
Payable/ Paid Date |
|
Dividend Per Common Share |
| BMN |
01/02/25 |
01/15/25 |
02/03/25 |
|
$ 0.093750
|
| |
02/03/25 |
02/14/25 |
03/03/25 |
|
0.093750 |
Notes to Financial Statements
21
Report
of Independent Registered Public Accounting Firm
To the Shareholders and
the Board of Trustees of BlackRock 2037 Municipal Target Term Trust:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of BlackRock 2037 Municipal Target Term Trust (the
“Fund”), including the schedule of investments, as of December 31, 2024, the related statement of operations 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 two years in the period then
ended and for the period from October 28, 2022 (commencement of operations) through December 31, 2022, and the related notes. In our opinion, the financial
statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2024, the results of its
operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended and the financial highlights
for each of the two years in the period then ended and for the period from October 28, 2022 (commencement of operations) through December 31, 2022, 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 Fund’s management. Our responsibility is to express an opinion on the Fund’s
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 Fund 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 Fund is not required to have, nor were we engaged to perform, an audit of its
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 Fund’s 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 December 31, 2024, by correspondence with custodians or counterparties; when replies were not
received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Deloitte & Touche LLP
Boston, Massachusetts
February 25, 2025
Boston, Massachusetts
February 25, 2025
We have served as the auditor of one or more BlackRock investment companies since 1992.
22
2024 BlackRock
Annual Report to Shareholders
Important Tax Information (unaudited)
The following amount,
or maximum amount allowable by law, is hereby designated as tax-exempt interest dividends for the fiscal year ended December 31, 2024:
| Trust Name |
Exempt-Interest Dividends |
| BMN |
$ 6,545,569
|
The Trust hereby
designates the following amount, or maximum amount allowable by law, as capital gain dividends, subject to a long-term capital gains tax rate as noted below, for the fiscal
year ended December 31, 2024:
| Trust Name |
20% Rate Long-Term Capital Gain Dividends |
| BMN |
$ 97,411
|
The Trust hereby
designates the following amount, or maximum amount allowable by law, as interest income eligible to be treated as a Section 163(j) interest dividend for the fiscal year ended
December 31, 2024:
| Trust Name |
Interest Dividends |
| BMN |
$ 2,421
|
The Trust hereby
designates the following amount, or maximum amount allowable by law, as interest-related dividends eligible for exemption from U.S. withholding tax for nonresident aliens and
foreign corporations for the fiscal year ended December 31, 2024:
| Trust Name |
Interest- Related Dividends |
| BMN |
$ 2,421
|
Important Tax Information 23
Investment Objectives, Policies and Risks
Recent Changes
The following information is a summary of certain changes since
December 31, 2023. This information may not reflect all of the
changes that have occurred since you purchased the Trust.
During the Trust’s most recent fiscal year, there were no material changes in the Trust’s investment objectives or policies
that have not been approved by shareholders or in the principal risk factors associated with investment in the Trust.
Investment Objectives and Policies
The Trust’s investment objectives are to provide current
income that is exempt from federal income tax (but which may be subject to the federal alternative minimum tax in certain circumstances) and to return $25.00
per common share (the initial public offering price per common share) to holders of common shares on or about September 30, 2037. There can be no assurance
that the Trust’s investment objectives, including to return $25.00 per common share to the holders of common shares on or about September 30, 2037, will
be achieved or that the Trust’s investment program will be successful. The Trust’s investment objectives may be changed by the Trust’s Board of Trustees
(the “Board”) without prior shareholder approval.
Under normal market conditions, the Trust will invest at least 80% of its Managed Assets in municipal securities. For the purposes of the foregoing policy,
“Managed Assets” are the Trust’s net assets plus the amount of borrowings for investment purposes. The Trust’s investments in
derivatives will be counted toward the Trust’s 80% policy to the extent that they provide investment exposure to the securities included within that
policy or to one or more market risk factors associated with such securities. The Trust’s policy of investing at least 80% of its Managed Assets in
municipal securities is a fundamental policy that may not be changed without the approval of a majority of the outstanding voting securities of the Trust (as
defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)). The Trust invests primarily in investment grade quality
securities, which are securities that are rated, at the time of investment, within the four highest grades (Baa or BBB or better by Moody’s Investor’s Service Inc. (“Moody’s”), S&P Global Ratings (“S&P”) or Fitch Ratings, Inc. (“Fitch”)) or securities that are unrated but judged to be
of comparable quality by BlackRock Advisors, LLC (the “Manager”). Split rated municipal securities (securities that receive different ratings from
two or more rating agencies) will be considered to have the higher credit rating. Municipal securities rated Baa by Moody’s are investment grade, but
Moody’s considers municipal securities 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 securities that are rated BBB or Baa (or that have equivalent ratings) to make principal and
interest payments than is the case for issuers of higher grade municipal securities. In the case of short term notes, the investment grade rating categories
are SP-1+ through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F-1+ through F-3 for Fitch. In the case of tax-exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch. Obligations ranked in the lowest
investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s and BBB and F-3 for Fitch), while considered
“investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the
rating categories set forth above. In assessing the quality of municipal securities 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 securities are entitled and the creditworthiness of the financial institution
that provided such credit enhancement.
The
Trust may invest up to 35% of its Managed Assets in municipal securities that are rated, at the time of investment, below investment grade quality (rated Ba/BB or below by Moody’s, S&P or Fitch) or securities that are unrated but judged to be of comparable quality by the Manager. However, under no circumstances will the Trust
invest more than 25% of its Managed Assets in any securities, including municipal securities or any other securities, rated Caa/CCC or below by Moody’s,
S&P or Fitch (or, if unrated, determined to be of a comparable credit quality by the Manager). Securities of below investment grade quality, sometimes
referred to as “high yield” or “junk” bonds, are predominantly speculative with respect to the 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.
The Trust may invest 25% or more of its Managed Assets in municipal securities of
issuers in the same state (or U.S. Territory) or in the same economic sector.
The foregoing credit quality policies apply only at the time a security is purchased, and the Trust is not required to dispose of a security if a rating agency downgrades
its assessment of the credit characteristics of a particular issue. In determining whether to retain or sell a security that a rating agency has downgraded,
the Manager may consider such factors as the Manager’s assessment of the credit quality of the issuer of the security, the price at which the security
could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Trust disposes of a portfolio security
subsequent to its being downgraded, the Trust may experience a greater risk of loss than if such security had been sold prior to such downgrade.
The Trust may also invest up to 10% of its total assets in
securities of other investment companies, including open- or closed-end investment companies that invest primarily in municipal securities of the types in
which the Trust may invest directly and in tax-exempt preferred shares that pay dividends exempt from regular federal income tax. Additionally, the Trust may
purchase municipal securities that are 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 Trust’s income. The insurance feature does not guarantee the market value of the insured
obligations or the net asset value of the common shares. The Trust may purchase insured municipal securities and may purchase insurance for municipal securities in its
portfolio.
The Trust may invest without limit
in certain tax-exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (in general, bonds
that benefit non-governmental entities) that may subject certain investors in the Trust to the federal alternative minimum tax. The percentage of the
Trust’s Managed Assets invested in private activity bonds will vary from time to time. The Trust has not established any limit on the percentage of its
portfolio that may be invested in municipal securities subject to the alternative minimum tax provisions of federal tax law, and the Trust expects that a
portion of the income it produces will be includable in alternative minimum taxable income. Common shares therefore would not ordinarily be a suitable
investment for investors who are subject to the federal alternative minimum tax or who would become subject to such tax by purchasing common shares. The
suitability of an investment in our common shares will depend upon a comparison of the after-tax yield likely to be provided from the Trust with that from
comparable tax- exempt investments not subject to the alternative minimum tax, and from comparable fully taxable investments, in light of each such investor’s tax
position.
24
2024 BlackRock Annual Report to Shareholders
Investment Objectives, Policies and Risks (continued)
The
Trust seeks to return $25.00 per common share to holders of common shares on or about September 30, 2037 (when the Trust will terminate unless (i) a majority of the Trust’s Board and 75% of the outstanding shares of the Trust approve an amendment to the Trust’s Amended and Restated Agreement and Declaration of Trust to
extend the Trust’s termination date or (ii) 80% of the Trust’s Board approves an earlier termination date) by actively managing its portfolio of
municipal obligations, which will have an average final maturity on or about such date, and by retaining each year a percentage of its net investment income,
but continuing to maintain its status as a regulated investment company for federal income tax purposes. The purpose of retaining a portion of the net
investment income is to enhance the Trust’s ability to return to investors $25.00 per common share outstanding upon the Trust’s termination. Such
retained net investment income will generally serve to increase the net asset value of the Trust. However, if the Trust realizes any capital losses on
dispositions of securities that are not offset by capital gains on the disposition of other securities, the Trust may return less than $25.00 for each common
share outstanding at the end of the Trust’s term. In addition, the leverage used by the Trust may increase the possibility of incurring capital losses
and the difficulty of subsequently incurring capital gains to offset such losses. However, the Manager believes that it will be able to manage the
Trust’s assets so that the Trust will not realize capital losses which are not offset by capital gains over the life of the Trust on the disposition of
its other assets and retained net investment income. Although neither the Manager nor the Trust can guarantee these results, their achievement should enable
the Trust, on or about September 30, 2037, to have available for distribution to holders of its common shares $25.00 (or more) for each common share then
outstanding. There is no assurance that the Trust will be able to achieve its investment objective of returning $25.00 per common share to holders of common shares on or
about September 30, 2037.
After the initial
investment period, the Trust intends to actively manage the maturity of its securities, which are expected to have a dollar weighted average effective maturity
approximately equal to the Trust’s maturity date of or about September 30, 2037. As a result, over time the maturity of the Trust’s portfolio is
expected to shorten in relation to the remaining term of the Trust.
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 securities for investment by the Trust.
The Trust does not intend to invest in municipal securities the income from which is subject to regular federal income tax; however, to the extent that the
Trust does invest in such securities, a portion of your dividends would be subject to regular federal income tax. The Trust ordinarily does not intend to
realize significant investment income not exempt from regular federal income tax. From time to time, the Trust may realize taxable capital gains.
During temporary defensive periods, including the period during
which the net proceeds of this offering are being invested, and in order to keep the Trust’s cash fully invested, the Trust may invest up to 100% of its
total assets in liquid, short-term investments, including high quality, short-term securities that may be either tax-exempt or taxable. The Trust may not
achieve its investment objectives under these circumstances. The Trust intends to invest in taxable short-term investments only if suitable tax-exempt short-term
investments are not available at reasonable prices and yields. If the Trust invests in taxable short-term investments, a portion of your dividends would be
subject to regular federal income tax.
Leverage: The Trust may use leverage to seek to achieve its investment objectives. The Trust’s use of leverage may increase or decrease from time to time in its discretion and the Trust may, in the future, determine not to use leverage. The Trust may utilize leverage for investment purposes by investing in residual interest municipal tender
option bonds (“TOB Residuals”), which are derivative interests in municipal bonds, in an amount up to 33 1/3% of its Managed Assets (50% of its net
assets). In addition, the Trust may utilize leverage for investment purposes through the issuance of preferred shares, subject to market conditions being
conducive to the successful implementation of a leveraging strategy through the issuance of preferred shares.
Although it has no present intention to do so, the Trust reserves
the right to borrow money from banks or other financial institutions, or issue debt securities in the future if it believes that market conditions would be conducive to the
successful implementation of a leveraging strategy through borrowing money or issuing debt securities.
The Trust may enter into derivative securities transactions that have leverage embedded in them.
The Trust 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
Trust securities.
Under normal market
conditions, the Trust’s use of leverage, subject to the limitations set forth in the Investment Company Act, from any combination of (i) borrowings
(including by investing in TOB Residuals) or the issuance of debt securities, (ii) the issuance of preferred shares, and (iii) derivative instruments with
embedded leverage for investment purposes, will not exceed 50% of the Trust’s Managed Assets (100% of its net assets) (the “50% Policy”). The
Trust’s use of derivative instruments with embedded leverage for hedging purposes will not be subject to the 50% Policy.
Risk Factors
This section contains a discussion of the general risks of
investing in the Trust. 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 the Trust will meet its investment objective or that the Trust’s
performance will be positive for any period of time. The order of the below risk factors does not indicate the significance of any particular risk factor.
Investment and Market Discount Risk: An
investment in the Trust’s common shares is subject to investment risk, including the possible loss of the entire amount that you invest. As with any
stock, the price of the Trust’s common shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Common shares are designed for long-term investors and the Trust 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 Trust’s net asset
value could decrease as a result of its investment activities. At any point in time an investment in the Trust’s common shares may be worth less than the
original amount invested, even after taking into account distributions paid by the Trust. During periods in which the Trust may use leverage, the Trust’s
investment, market discount and certain other risks will be magnified.
Investment Objectives, Policies and Risks 25
Investment Objectives, Policies and Risks (continued)
Limited Term Risk: The Trust will terminate on or about September 30, 2037 in
accordance with the terms of its Amended and Restated Agreement and Declaration of Trust, unless (i) a majority of the Trust’s Board and 75% of the
outstanding shares of the Trust approve an amendment to the Trust’s Amended and Restated Agreement and Declaration of Trust to extend the Trust’s
termination date or (ii) 80% of the Trust’s Board approves an earlier termination date. The Trust seeks to return $25.00 per common share (the initial
public offering price per common share) to holders of common shares on or about September 30, 2037. The Trust’s limited term may cause it to sell securities when it otherwise would not, which could cause the Trust’s returns to decrease and the market price and/or net asset value of the common shares to fall. As the Trust
approaches its termination date, the Manager may need to reinvest the proceeds from sold, matured or called securities into securities with shorter maturity
dates and lower yields, or hold the proceeds in cash or cash equivalents, which may adversely affect the performance of the Trust or the Trust’s ability to maintain its
dividend.
Non-Diversification
Risk: The Trust is a non-diversified fund. Because the Trust 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.
Debt Securities Risk: Debt securities, such as bonds, involve risks, such as credit risk, interest rate risk, extension risk, and prepayment risk, each of which are described in further detail below:
•Credit Risk — Credit risk refers to the possibility that the issuer of a debt security (i.e., the
borrower) will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an
issuer’s creditworthiness may also affect the value of the Trust’s investment in that issuer. The degree of credit risk depends on both the financial condition of
the issuer and the terms of the obligation.
•Interest Rate Risk — The market value of bonds and other fixed-income securities changes in response to interest
rate changes and other factors. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as
interest rates rise.
The Trust may be subject to a greater risk of rising interest rates during a period of historically low interest 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 Trust’s
investments would be expected to decrease by 10%. (Duration is a measure of the price sensitivity of a debt security or portfolio of debt securities
to relative changes in interest rates.) 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 Trust’s investments will not affect interest income
derived from instruments already owned by the Trust, but will be reflected in the Trust’s net asset value. The Trust may lose money if short-term or
long-term interest rates rise sharply in a manner not anticipated by Trust management.
To the extent the Trust 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 Trust) 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 Trust 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 Trust to sell assets at inopportune times or at a loss or depressed value and could hurt the
Trust’s performance.
•Extension Risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these obligations to fall.
•Prepayment Risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Trust may have to invest the proceeds in securities with lower yields.
Municipal Securities Risks: Municipal securities risks include the ability of
the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative
changes which could affect the market for and value of municipal securities. Budgetary constraints of local, state, and federal governments upon which the issuers may be
relying for funding may also impact municipal securities. These risks include:
•General Obligation Bonds Risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues
and ability to maintain an adequate tax base.
•Revenue Bonds Risks — These payments depend on the money earned by the particular facility or class of
facilities, or the amount of revenues derived from another source.
•Private Activity Bonds Risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its full faith, credit and taxing power for repayment. The Trust’s investments may consist of private activity bonds that may subject certain shareholders to an alternative minimum tax.
•Moral Obligation Bonds Risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.
•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 Trust may lose money.
26
2024 BlackRock
Annual Report to Shareholders
Investment Objectives, Policies and Risks (continued)
•Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease
obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased
property.
•Tax-Exempt Status Risk — The Trust and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Trust nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Trust and its shareholders to substantial tax liabilities.
Taxability Risk: The Trust intends to minimize the payment of taxable income to
shareholders by investing in tax-exempt or municipal securities in reliance at the time of purchase on an opinion of bond counsel to the issuer that the
interest paid on those securities will be excludable from gross income for U.S. federal income tax purposes. Such securities, however, may be determined to
pay, or have paid, taxable income subsequent to the Trust’s acquisition of the securities. In that event, the Internal Revenue Service may demand that
the Trust pay U.S. federal income taxes on the affected interest income, and, if the Trust agrees to do so, the Trust’s yield could be adversely affected. In addition, the treatment of dividends previously paid or to be paid by the Trust as “exempt interest dividends” could be adversely affected, subjecting the
Trust’s shareholders to increased U.S. federal income tax liabilities. Federal tax legislation may limit the types and volume of bonds the interest on
which qualifies for a federal income tax-exemption. As a result, current legislation and legislation that may be enacted in the future may affect the
availability of municipal bonds for investment by the Trust. In addition, future laws, regulations, rulings or court decisions may cause interest on municipal
securities to be subject, directly or indirectly, to U.S. federal income taxation or interest on state municipal securities to be subject to state or local
income taxation, or the value of state municipal securities to be subject to state or local intangible personal property tax, or may otherwise prevent the
Trust 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 Trust.
Insurance Risk: Insurance guarantees that interest payments on a municipal
security will be made on time and that the principal will be repaid when the security matures. However, insurance does not protect against losses caused by
declines in a municipal security’s value. The Trust cannot be certain that any insurance company will make the payments it guarantees. If a municipal security’s
insurer fails to fulfill its obligations or loses its credit rating, the value of the security could drop.
High Yield 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
Trust.
Economic Sector and
Geographic Risk: The Trust may invest 25% or more of its Managed Assets in municipal securities of issuers in the same state (or U.S. Territory) or in the same economic sector. If the Trust does so, this may make it more susceptible to adverse economic, political or regulatory occurrences affecting a particular state
or economic sector. As concentration increases, so does the potential for fluctuation in the net asset value of the Trust’s common shares.
Leverage Risk: 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 Trust cannot assure you that the intended use of leverage will result in a higher yield on the common shares. There can be no assurance that the Trust’s intended
leveraging strategy will be successful. The Trust’s use of leverage may increase or decrease from time to time in its discretion and the Trust 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 Trust
cannot assure you that the use of leverage will result in a higher yield on the common shares. Any leveraging strategy the Trust employs may not be successful.
Leverage involves risks and special considerations for common shareholders,
including:
•the likelihood of greater volatility of net asset value, market price and dividend rate of the common shares than a comparable portfolio without leverage;
•the risk that fluctuations in interest rates or dividend rates on any leverage that the Trust must pay will reduce the return to the common
shareholders;
•the effect of leverage in a
declining market, which is likely to cause a greater decline in the net asset value of the common shares than if the Trust were not leveraged, which may result in a greater
decline in the market price of the common shares;
•leverage may increase operating costs, which may reduce total return.
Any decline in the net asset value of the Trust’s
investments will be borne entirely by the holders of common shares. Therefore, if the market value of the Trust’s portfolio declines, leverage will
result in a greater decrease in net asset value to the holders of common shares than if the Trust 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 Trust’s participation in tender option bond
transactions may reduce the Trust’s returns and/or increase volatility. Investments in tender option bond transactions expose the Trust 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 Trust 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 Trust may invest in 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 Trust invests in a TOB Trust on a recourse basis, it could suffer losses in excess of the value
of its TOB Residuals.
Illiquid Investments Risk: The 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. The Trust may not be able to readily dispose of such investments at prices that approximate those at which the
Investment Objectives, Policies and Risks 27
Investment Objectives, Policies and Risks (continued)
Trust
could sell such investments if they were more widely traded and, as a result of such illiquidity, the Trust may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting the
Trust’s net asset value and ability to make dividend distributions. The financial markets in general, and certain segments of the mortgage-related
securities markets in particular, have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of
liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could
be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time. Privately issued debt securities
are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt
securities.
Investment Companies
and ETFs Risk: Subject to the limitations set forth in the Investment Company Act and the rules thereunder, the Trust 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 Trust would bear its ratable share of
that entity’s expenses, including its investment advisory and administration fees, while continuing to pay its own advisory and administration fees and
other expenses (to the extent not offset by the Manager through waivers). As a result, shareholders will be absorbing duplicate levels of fees with respect to
investments in other investment companies and ETFs (to the extent not offset by the Manager through waivers).
The securities of other investment companies and ETFs in which
the Trust may invest may be leveraged. As a result, the Trust 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 Trust to higher volatility in the market value of such securities and the possibility that
the Trust’s long-term returns on such securities (and, indirectly, the long-term returns of shares of the Trust) 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 Trust is held by an affiliated fund, the ability of the Trust itself to hold other investment companies may be limited.
Derivatives Risk: The Trust’s use of derivatives may increase its costs, reduce the Trust’s returns and/or increase volatility. Derivatives involve significant risks, including:
•Leverage Risk — The Trust’s use of derivatives can magnify the Trust’s gains and losses. Relatively small market movements may result in large changes in the value of a derivatives position and can result in losses that greatly exceed the amount originally invested.
•Market Risk – Some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The Trust could also suffer losses
related to its derivatives positions as a result of unanticipated market movements, which losses are potentially unlimited. Finally, the Manager may not be able to predict
correctly the direction of securities prices, interest rates and other economic factors, which could cause the Trust’s derivatives positions to lose value.
•Counterparty Risk — Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will be unable or unwilling to fulfill its contractual obligation, and the related risks of having concentrated exposure to such a counterparty.
•Illiquidity Risk — The possible lack of a liquid secondary market for derivatives and the resulting inability of the Trust to sell or otherwise close a derivatives position could expose the Trust to losses and could make derivatives more difficult for the Trust to value accurately.
•Operational Risk — The use of derivatives includes the risk of potential operational issues, including documentation issues, settlement issues, systems failures, inadequate controls and human error.
•Legal
Risk — The risk of insufficient documentation, insufficient capacity or authority
of counterparty, or legality or enforceability of a contract.
•Volatility and Correlation 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 Trust’s use of derivatives is that the fluctuations in their values may not correlate with
the overall securities markets.
•Valuation Risk — Valuation for derivatives may not be readily available in the market. Valuation may be more
difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them.
•Hedging Risk — Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Trust’s hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences.
•Tax Risk — Certain aspects of the tax treatment of derivative instruments, including swap agreements and commodity-linked derivative instruments, are currently unclear and may be affected by changes in legislation, regulations or other legally binding authority. Such treatment may be less favorable than that given to a direct investment in an underlying asset and may adversely affect the timing, character and amount of income the Trust realizes from its investments.
Risk of Investing in the United States: Certain changes in the U.S. economy, such as when the U.S. economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Trust has exposure.
Market Risk and Selection Risk: Market risk is the risk that one or more markets
in which the Trust 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 Trust and its investments. Selection risk is the risk that the
securities selected by Trust 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.
28
2024 BlackRock
Annual Report to Shareholders
Investment Objectives, Policies and Risks (continued)
An
outbreak of an infectious coronavirus (COVID-19) that was first detected in December 2019 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. Although vaccines have been developed and approved for use by various governments, the duration of the pandemic and its effects cannot be predicted with certainty. 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.
Shareholder Activism
Risk: Shareholder activism involving closed-end funds has recently been increasing. Shareholder activism can take many forms, including engaging in public campaigns to demand that the Trust consider significant transactions such as a tender offer, merger or liquidation or to attempt to influence the Trust’s
corporate governance and/or management, commencing proxy contests to attempt to elect the activists’ representatives or others to the Trust’s Board
of Trustees, or to seek other actions such as a termination of the Trust’s investment advisory contract with its current investment manager or commencing
litigation. If the Trust becomes the subject of shareholder activism, then management and the Board may be required to divert significant resources and
attention to respond to the activist and the Trust may incur substantial costs defending against such activism if management and the Board determine that the
activist’s demands are not in the best interest of the Trust. Further, the Trust’s share price could be subject to significant fluctuation or otherwise be
adversely affected by the events, risks and uncertainties of any shareholder activism.
Investment Objectives, Policies and
Risks 29
Automatic Dividend Reinvestment Plan
Pursuant to
BMN’s Dividend Reinvestment Plan (the “Reinvestment Plan”), Common Shareholders
are automatically enrolled to have all distributions of dividends and capital gains and other distributions reinvested by Computershare Trust Company, N.A.
(the “Reinvestment Plan Agent”) in the Trust’s Common Shares pursuant to the
Reinvestment Plan. Shareholders who do not participate in the Reinvestment Plan will receive all distributions in cash paid by check and mailed directly to the
shareholders of record (or if the shares are held in street name or other nominee name, then to the nominee) by the Reinvestment Plan Agent, which serves as
agent for the shareholders in administering the Reinvestment Plan.
After BMN declares a dividend or determines to make a capital gain distribution or other distribution, the Reinvestment Plan Agent will
acquire shares for the participants’ accounts by the purchase of outstanding shares on the open market or on BMN’s primary exchange (“open market purchases”). BMN will not issue any new shares under the
Reinvestment Plan.
You may elect not to participate in the Reinvestment Plan and to receive all dividends in cash by contacting the Reinvestment Plan Agent, at the address set forth below.
Participation in the Reinvestment Plan is completely
voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Reinvestment Plan Agent prior to the dividend
record date. Additionally, the Reinvestment Plan Agent seeks to process notices received after the record date but prior to the payable date and such notices
often will become effective by the payable date. Where late notices are not processed by the applicable payable date, such termination or resumption will be effective with
respect to any subsequently declared dividend or other distribution.
The Reinvestment Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by the Trust. However, each participant will pay a pro rata
share of brokerage commissions incurred with respect to the Reinvestment Plan Agent’s open-market purchases in connection with the reinvestment of all
distributions. The automatic reinvestment of all distributions will not relieve participants of any U.S. federal, state or local income tax that may be payable on such
dividends or distributions.
The Trust
reserves the right to amend or terminate the Reinvestment Plan. There is no direct service charge to participants in the Reinvestment Plan; however, the Trust
reserves the right to amend the Reinvestment Plan to include a service charge payable by the participants. Participants in BMN that request a sale of shares
are subject to a $2.50 sales fee and a $0.15 per share sold fee. Per share fees include any applicable brokerage commissions the Reinvestment Plan Agent is
required to pay. 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 43006, Providence, RI 02940-3078, Telephone: (800) 699-1236. Overnight correspondence
should be directed to the Reinvestment Plan Agent at Computershare, 150 Royall Street, Suite 101, Canton, MA 02021.
30
2024 BlackRock Annual Report to Shareholders
Trustee and Officer Information
| Independent Trustees(a) | ||||
| Name Year of Birth(b)
|
Position(s) Held
(Length of Service)(c) |
Principal Occupation(s) During Past 5 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 5 Years |
| R. Glenn Hubbard 1958 |
Chair of the Board (Since
2022)
Trustee
(Since 2022) |
Dean, Columbia Business School from 2004 to 2019;
Faculty member, Columbia Business School since 1988. |
67 RICs consisting of 102 Portfolios |
ADP (data and information services) from 2004 to 2020; Metropolitan Life Insurance Company (insurance); TotalEnergies SE (multi-energy) |
| W. Carl
Kester(d)
1951 |
Vice Chair of the Board
(Since 2022)
Trustee
(Since 2022) |
Baker Foundation Professor and George Fisher Baker Jr.
Professor of Business Administration, Emeritus, Harvard
Business School since 2022; George Fisher Baker Jr.
Professor of Business Administration, Harvard Business
School from 2008 to 2022; 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. |
69 RICs consisting of 104 Portfolios |
None |
| Cynthia L.
Egan(d)
1955 |
Trustee
(Since 2022) |
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. |
69 RICs consisting of 104 Portfolios |
Unum (insurance); The Hanover Insurance Group (Board Chair); Huntsman Corporation (Lead Independent Director and non-Executive Vice Chair of the Board) (chemical products) |
| Lorenzo A. Flores 1964 |
Trustee
(Since 2022) |
Chief Financial Officer, Intel Foundry since 2024; Vice
Chairman, Kioxia, Inc. from 2019 to 2024; Chief Financial
Officer, Xilinx, Inc. from 2016 to 2019; Corporate
Controller, Xilinx, Inc. from 2008 to 2016. |
67 RICs consisting of 102 Portfolios |
None |
| Stayce D. Harris 1959 |
Trustee
(Since 2022) |
Lieutenant General, Inspector General 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. |
67 RICs consisting of 102 Portfolios |
KULR Technology Group, Inc. in 2021; The Boeing Company (airplane manufacturer) |
| J. Phillip Holloman 1955 |
Trustee
(Since 2022) |
President and Chief Operating Officer, Cintas Corporation
from 2008 to 2018. |
67 RICs consisting of 102 Portfolios |
PulteGroup, Inc. (home construction); Vestis Corporation (uniforms and facilities services) |
| Catherine A. Lynch(d)
1961 |
Trustee
(Since 2022) |
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. |
69 RICs consisting of 104 Portfolios |
PennyMac Mortgage Investment Trust |
Trustee and Officer Information 31
Trustee and Officer Information (continued)
| Independent Trustees(a) (continued) | ||||
| Name
Year of Birth(b) |
Position(s) Held
(Length of Service)(c) |
Principal Occupation(s) During Past 5 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 5 Years |
| Arthur P. Steinmetz(d)
1958 |
Trustee
(Since 2023) |
Trustee of Denison University since 2020; Consultant,
Posit PBC (enterprise data science) since 2020; Director,
ScotiaBank (U.S.) from 2020 to 2023; Chairman, Chief
Executive Officer and President of OppenheimerFunds,
Inc. from 2015, 2014 and 2013, respectively to 2019;
Trustee, President and Principal Executive Officer of
104 OppenheimerFunds funds from 2014 to 2019;
Portfolio manager of various OppenheimerFunds fixed
income mutual funds from 1986 to 2014. |
69 RICs consisting of 104 Portfolios |
Trustee of 104 OppenheimerFunds funds from 2014 to 2019 |
| Interested Trustees(a)(e) | ||||
| Name Year of Birth(b)
|
Position(s) Held
(Length of Service)(c) |
Principal Occupation(s) During Past 5 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 5 Years |
| Robert Fairbairn 1965 |
Trustee
(Since 2022) |
Vice Chairman of BlackRock, Inc. since 2019; Member of
BlackRock’s Global Executive and Global Operating
Committees; Co-Chair of BlackRock’s Human Capital
Committee; Senior Managing Director of BlackRock, Inc.
from 2010 to 2019; oversaw BlackRock’s Strategic Partner
Program and Strategic Product Management Group from
2012 to 2019; Member of the Board of Managers of
BlackRock Investments, LLC from 2011 to 2018; Global
Head of BlackRock’s Retail and iShares® businesses from
2012 to 2016. |
95 RICs consisting of 268 Portfolios |
None |
| John M. Perlowski(d)
1964 |
Trustee
(Since 2022)
President and Chief
Executive Officer
(Since 2022) |
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. |
97 RICs consisting of 270 Portfolios |
None |
| (a) |
The address of each Trustee is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001. |
| (b) |
Each Independent Trustee holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as
provided by the Trust’s by-laws or charter or statute, or until
December 31 of the year in which he or she turns 75. Trustees who are “interested persons,” as defined in the Investment Company Act serve until their successor
is duly elected and qualifies or until their earlier death, resignation, retirement or
removal as provided by the Trust’s by-laws or statute, or until December 31 of the year in which they turn 72. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate. |
| (c) |
Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy
BlackRock fund boards were realigned and consolidated into three new fund
boards in 2007. Certain Independent Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: R. Glenn Hubbard, 2004 and W. Carl Kester, 1995. |
| (d) |
Ms. Egan, Dr. Kester, Ms. Lynch, Mr. Steinmetz 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. |
32
2024 BlackRock Annual Report to Shareholders
Trustee and Officer Information (continued)
| Officers Who Are Not Trustees(a) | ||
| Name Year of Birth(b)
|
Position(s) Held
(Length of Service) |
Principal Occupation(s) During Past 5 Years |
| Jonathan Diorio 1980 |
Vice President
(Since 2022) |
Member of BlackRock’s Global Operating Committee since 2023; Managing Director of BlackRock, Inc. since 2015. |
| Trent Walker 1974 |
Chief Financial Officer
(Since 2022) |
Managing Director of BlackRock, Inc. since 2019; Executive Vice President of PIMCO from 2016 to 2019. |
| Jay M. Fife 1970 |
Treasurer
(Since 2022) |
Managing Director of BlackRock, Inc. since 2007. |
| Aaron Wasserman 1974 |
Chief Compliance Officer
(Since 2023) |
Managing Director of BlackRock, Inc. since 2018; Chief Compliance Officer of the BlackRock-advised funds in the
BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex since
2023; Deputy Chief Compliance Officer for the BlackRock-advised funds in the
BlackRock Multi-Asset Complex, the BlackRock Fixed- Income Complex and the iShares
Complex from 2014 to 2023. |
| Janey Ahn 1975 |
Secretary
(Since 2022) |
Managing Director of BlackRock, Inc. since 2018. |
| (a) |
The address of each Officer is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001. |
| (b) |
Officers of the Trust serve at the pleasure of the Board. |
Trustee and Officer Information 33
Additional Information
Proxy Results
The Annual Meeting of Shareholders was held on July 26, 2024 for
shareholders of record on May 28, 2024, to elect trustee nominees for BlackRock 2037 Municipal Target Term Trust. There were no broker non-votes with regard to the
Trust.
Shareholders elected the Class II Trustees as
follows:
| |
R. Glenn Hubbard |
W. Carl Kester |
John M. Perlowski | |||
| Trust Name |
Votes For |
Votes Withheld |
Votes For |
Votes Withheld |
Votes For |
Votes Withheld |
| BMN |
5,324,395 |
173,335 |
5,335,847 |
161,883 |
5,341,483 |
156,247 |
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 Cynthia L. Egan, Robert Fairbairn, Lorenzo A. Flores, Stayce D. Harris, J. Phillip
Holloman, Arthur P. Steinmetz and Catherine A. Lynch.
Trust Certification
The Trust is listed for trading on the NYSE and has filed with the NYSE its annual chief executive officer certification regarding compliance with the NYSE’s listing standards. The Trust filed with the SEC the certification of its chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act.
Environmental, Social and Governance (“ESG”)
Integration
Although the Trust does not seek
to implement a specific sustainability objective, strategy or process unless otherwise disclosed, Trust management will consider ESG factors as part of the
investment process for the Trust. Trust management views ESG integration as the practice of incorporating financially material ESG data or information into
investment processes with the objective of enhancing risk-adjusted returns. These ESG considerations will vary depending on the Trust’s particular investment strategies and may include consideration of third-party research as well as consideration of proprietary BlackRock research across the ESG risks and opportunities regarding an issuer. The
ESG characteristics utilized in the Trust’s investment process are anticipated to evolve over time and one or more characteristics may not be relevant with respect to all issuers that are eligible for investment. Certain of these considerations may affect the
Trust’s exposure to certain companies or industries. While Trust management views ESG considerations as having the potential to contribute to the Trust’s long-term performance, there is no guarantee that such results will be achieved.
Dividend Policy
The Trust’s dividend policy is to make regular monthly cash distributions to holders of its common shares (stated in terms of a fixed cents per common share dividend distribution rate). The Trust intends to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In addition, in any monthly
period, in order to maintain its declared distribution amount, the Trust may pay out more or less than the entire amount of net investment income earned in any
particular month. In the event a Trust distributes more than its net investment income during any yearly period, such distributions may also come from sources
other than net income, including return of capital. The Trust’s current accumulated but undistributed net investment income, if any, is disclosed as accumulated earnings (loss) in the Statement of Assets and Liabilities, which comprises part of the financial information included in this report.
General Information
The Trust does not make available copies of its Statement of Additional Information because the Trust’s shares are not continuously offered, which means that the Statement of Additional Information of the Trust has not been updated after completion of the Trust’s offerings and the information contained in the Trust’s Statement of
Additional Information may have become outdated.
The following information is a summary of certain changes since December 31, 2023. This information may not reflect all of the changes that have occurred since you purchased the Trust.
Except if noted otherwise herein, there were no changes to the Trust’s charter or by-laws that would delay or prevent a change of control of the Trust that were not approved by the shareholders. Except if noted otherwise herein, there have been no changes in the persons who are primarily responsible for the day-to-day management of the
Trust’s
portfolios.
Quarterly performance, shareholder reports, current net asset value and other information regarding the Trust may be found on BlackRock’s website, which can be
accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Trust and does not, and is not intended to, incorporate BlackRock’s website in this report.
Electronic Delivery
Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports by enrolling in the electronic delivery program.
Electronic copies of shareholder reports are available on BlackRock’s website.
To enroll in electronic delivery:
34
2024 BlackRock Annual Report to Shareholders
Additional Information (continued)
Shareholders Who Hold Accounts with Investment Advisers, Banks or Brokerages:
Please contact your financial adviser. Please note that not all investment
advisers, banks or brokerages may offer this service.
Householding
The Trust will mail only one copy of shareholder documents, annual and semi-annual reports, Rule 30e-3 notices and proxy statements, to shareholders with multiple accounts
at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of
shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing
of these documents to be combined with those for other members of your household, please call the Trust at (800) 882-0052.
Availability of Quarterly Schedule of Investments
The Trust files its complete schedule of portfolio
holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Trust’s Form N-PORT is available on the SEC’s website at sec.gov. Additionally, the Trust makes its portfolio holdings for the first and third quarters
of each fiscal year available at blackrock.com/fundreports.
Availability of Proxy Voting Policies, Procedures and Voting
Records
A description of the policies and
procedures that the Trust uses to determine how to vote proxies relating to portfolio securities and information about how the Trust voted proxies relating to
securities held in the Trust’s portfolio during the most recent 12-month period ended June 30
is available without charge, upon request (1) by calling (800) 882-0052; (2) on the BlackRock website at blackrock.com; and (3) on the SEC’s website at sec.gov.
Availability of Trust Updates
BlackRock will update performance and certain other data for the
Trust on a monthly basis on its website in the “Closed-end Funds” section of blackrock.com as well as certain other material information as necessary from time to time. Investors and
others are advised to check the website for updated performance information and the release of other material information about the Trust. This reference to
BlackRock’s website is intended to allow investors public access to information regarding the Trust and does not, and is not intended to, incorporate BlackRock’s
website in this report.
BlackRock Privacy
Principles
BlackRock is committed to
maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in
certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or
different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information
from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on
applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting
agency; and (iv) from visits to our websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as
permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect
the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your
account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access
to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains
physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper
storage and disposal of such information.
Trust and Service Providers
Investment Adviser
BlackRock Advisors, LLC
Wilmington, DE 19809
Wilmington, DE 19809
Accounting Agent and Custodian
State Street Bank and Trust Company
Boston, MA 02114
Boston, MA 02114
Transfer Agent
Computershare Trust Company, N.A.
Canton, MA 02021
Canton, MA 02021
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Boston, MA 02110
Boston, MA 02110
Additional Information 35
Additional Information (continued)
Trust and Service Providers (continued)
Legal Counsel
Willkie
Farr & Gallagher LLP
New York, NY 10019
New York, NY 10019
Address of the Trust
100 Bellevue
Parkway
Wilmington, DE 19809
Wilmington, DE 19809
36
2024 BlackRock
Annual Report to Shareholders
Glossary of Terms Used in this Report
| Portfolio Abbreviation | |
| AGM |
Assured Guaranty Municipal Corp.
|
| AMT |
Alternative Minimum Tax |
| ARB |
Airport Revenue Bonds |
| FHLMC |
Federal Home Loan Mortgage Corp.
|
| FNMA |
Federal National Mortgage
Association |
| GNMA |
Government National Mortgage
Association |
| GO |
General Obligation Bonds |
| GOL |
General Obligation Ltd. |
| M/F |
Multi-Family |
| NPFGC |
National Public Finance Guarantee
Corp. |
| RB |
Revenue Bond |
| S/F |
Single-Family |
| SAB |
Special Assessment Bonds |
Glossary of Terms Used in this Report
37
Want to know
more?
blackrock.com |
800-882-0052
This report is intended for current holders. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. Statements and other information herein are as dated and are subject to change.
MTTT-12/24-AR
(b) Not Applicable
| Item 3 – | Audit Committee Financial Expert – The registrant’s board of trustees (the “board of trustees”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: |
Lorenzo A. Flores
Catherine A. Lynch
Arthur P. Steinmetz
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of trustees in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of trustees.
| Item 4 – | Principal Accountant Fees and Services |
The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:
| (a) Audit Fees |
(b) Audit-Related Fees1 |
(c) Tax Fees2 | (d) All Other Fees | |||||||||||||
| Entity Name |
Current Fiscal Year End |
Previous Fiscal Year End |
Current Fiscal Year End |
Previous Fiscal Year End |
Current Fiscal Year End |
Previous Fiscal Year End |
Current Fiscal Year End |
Previous Fiscal Year End | ||||||||
| BlackRock 2037 Municipal Target Term Trust | $32,946 | $32,946 | $0 | $0 | $15,100 | $15,100 | $0 | $407 | ||||||||
The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (the “Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under
1
common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Affiliated Service Providers”):
| Current Fiscal Year End | Previous Fiscal Year End | |||
| (b) Audit-Related Fees1 |
$0 | $0 | ||
| (c) Tax Fees2 |
$0 | $0 | ||
| (d) All Other Fees3 |
$2,149,000 | $2,154,000 |
1 The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.
2 The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.
3 Non-audit fees of $2,149,000 and $2,154,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(e)(1) Audit Committee Pre-Approval Policies and Procedures:
The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.
Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.
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(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not Applicable
(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:
| Entity Name |
Current Fiscal Year End |
Previous Fiscal Year End | ||
| BlackRock 2037 Municipal Target Term Trust | $15,100 | $15,507 |
Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored or advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:
| Current Fiscal Year End |
Previous Fiscal Year End | |
|
$2,149,000 |
$2,154,000 |
These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
(i) Not Applicable
(j) Not Applicable
| Item 5 – | Audit Committee of Listed Registrant |
(a) The following individuals are members of the registrant’s separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)):
Lorenzo A. Flores
J. Phillip Holloman
Catherine A. Lynch
Arthur P. Steinmetz
(b) Not Applicable
| Item 6 – | Investments |
(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1(a) of this Form.
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(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
| Item 7 – | Financial Statements and Financial Highlights for Open-End Management Investment Companies – Not Applicable |
| Item 8 – | Changes in and Disagreements with Accountants for Open-End Management Investment Companies – Not Applicable |
| Item 9 – | Proxy Disclosures for Open-End Management Investment Companies – Not Applicable |
| Item 10 – | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies – Not Applicable |
| Item 11 – | Statement Regarding Basis for Approval of Investment Advisory Contract – Not Applicable |
| Item 12 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – The board of trustees has delegated the voting of proxies for the Fund’s portfolio securities to the Investment Adviser pursuant to the Closed-End Fund Proxy Voting Policy. The Investment Adviser has adopted the BlackRock Active Investment Stewardship - Global Engagement and Voting Guidelines (the “BAIS Guidelines”) with respect to certain funds, including the Fund. Copies of the Closed-End Fund Proxy Voting Policy and the BAIS Guidelines are attached as Exhibit 99.PROXYPOL. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling (800) 882-0052, (ii) at www.blackrock.com and (iii) on the SEC’s website at http://www.sec.gov. |
| Item 13 – | Portfolio Managers of Closed-End Management Investment Companies |
(a)(1) As of the date of filing this Report:
The registrant is managed by a team of investment professionals comprised of Phillip Soccio, CFA, Director at BlackRock, and Christian Romaglino, CFA, Director at BlackRock. Each is a member of BlackRock’s municipal tax-exempt management group. Each is jointly responsible for the day-to-day management of the registrant’s portfolio, which includes setting the registrant’s overall investment strategy, overseeing the management of the registrant and/or selection of its investments. Messrs. Soccio and Romaglino have been members of the registrant’s portfolio management team since 2022.
| Portfolio Manager |
Biography | |
| Phillip Soccio, CFA |
Director of BlackRock since 2009; Vice President of BlackRock from 2005 to 2008. | |
| Christian Romaglino, CFA |
Director of BlackRock since 2017; Portfolio Manager for the Municipal Mutual Fund Desk within BlackRock’s Global Fixed Income Group since 2017; Portfolio Manager of Brown Brothers Harriman from 2007 to 2017. |
(a)(2) As of December 31, 2024:
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|
(ii) Number of Other Accounts Managed and Assets by Account Type |
(iii) Number of Other Accounts and Assets for Which Advisory Fee is Performance-Based | |||||||||||
| (i) Name of Portfolio Manager | Other Registered Investment Companies |
Other Pooled Vehicles |
Other Accounts |
Other Registered Investment Companies |
Other Pooled Vehicles |
Other Accounts | ||||||
| Philip Soccio, CFA |
34 | 0 | 0 | 0 | 0 | 0 | ||||||
| $27.34 Billion | $0 | $0 | $0 | $0 | $0 | |||||||
| Christian Romaglino, CFA |
36 | 0 | 0 | 0 | 0 | 0 | ||||||
| $16.48 Billion | $0 | $0 | $0 | $0 | $0 | |||||||
(iv) Portfolio Manager Potential Material Conflicts of Interest
BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, Inc., its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, Inc., or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock, Inc.’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock, Inc. or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that a portfolio manager may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Such portfolio managers may therefore be entitled to receive a portion of any incentive fees earned on such accounts. Currently, the portfolio managers of this fund are not entitled to receive a portion of incentive fees of other accounts.
As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock, Inc. has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.
(a)(3) As of December 31, 2024:
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Portfolio Manager Compensation Overview
The discussion below describes the portfolio managers’ compensation as of December 31, 2024.
BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.
Base Compensation. Generally, portfolio managers receive base compensation based on their position with the firm.
Discretionary Incentive Compensation. Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to these portfolio managers, such benchmarks for the Fund and other accounts are: a combination of market-based indices (e.g., Bloomberg Municipal Bond Index), certain customized indices and certain fund industry peer groups.
Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.
Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.
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For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.
Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:
Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock, Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($345,000 for 2024). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock, Inc. contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock, Inc. common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.
(a)(4) Beneficial Ownership of Securities – As of December 31, 2024.
| Portfolio Manager |
Dollar Range of Equity Securities of the Fund Beneficially Owned |
|||
| Phillip Soccio, CFA |
$1 - $10,000 | |||
| Christian Romaglino, CFA |
$1 - $10,000 |
(b) Not Applicable
| Item 14 – | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable due to no such purchases during the period covered by this report. |
| Item 15 – | Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures. |
| Item 16 – | Controls and Procedures |
(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940
7
Act”)) are effective as of a date within 90 days of the filing date of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| Item 17 – | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable |
| Item 18 – | Recovery of Erroneously Awarded Compensation – Not Applicable |
| Item 19 – | Exhibits attached hereto |
(a)(1) Code of Ethics – See Item 2
(a)(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed – Not Applicable
(a)(3) Section 302 Certifications are attached
(a)(4) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable
(a)(5) Change in Registrant’s independent public accountant – Not Applicable
(b) Section 906 Certifications are attached
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BlackRock 2037 Municipal Target Term Trust
| By: |
/s/ John M. Perlowski | |||
| John M. Perlowski | ||||
| Chief Executive Officer (principal executive officer) of | ||||
| BlackRock 2037 Municipal Target Term Trust |
Date: February 26, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: |
/s/ John M. Perlowski | |||
| John M. Perlowski | ||||
| Chief Executive Officer (principal executive officer) of | ||||
| BlackRock 2037 Municipal Target Term Trust |
Date: February 26, 2025
| By: |
/s/ Trent Walker | |||
| Trent Walker | ||||
| Chief Financial Officer (principal financial officer) of | ||||
| BlackRock 2037 Municipal Target Term Trust |
Date: February 26, 2025
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