SEC Form N-CSR filed by BlackRock Virginia Municipal Bond Trust
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: 811-21053
| Name of Fund: | BlackRock Virginia Municipal Bond Trust (BHV) |
| Fund Address: | 100 Bellevue Parkway, Wilmington, DE 19809 |
Name and address of agent for
service: John M. Perlowski, Chief Executive Officer, BlackRock Virginia
Municipal Bond 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: 07/31/2023
Date of reporting period: 07/31/2023
Item 1 – Report to Stockholders
(a) The Report to Shareholders is attached herewith.
|
|
JULY 31, 2023 |
| 2023 Annual Report | ||
BlackRock MuniHoldings New York Quality Fund, Inc. (MHN)
BlackRock Virginia Municipal Bond Trust (BHV)
| Not FDIC Insured • May Lose Value • No Bank Guarantee |
Dear Shareholder,
Despite an uncertain economic landscape during the 12-month reporting period ended July 31, 2023, the resilience of the U.S. economy in the face of ever tighter financial conditions provided an encouraging backdrop for investors. While inflation was near multi-decade highs at the beginning of the period, it declined precipitously as commodity prices dropped. Labor shortages also moderated, although wages continued to grow and unemployment rates reached the lowest levels in decades. This robust labor market powered further growth in consumer spending, backstopping the economy.
Equity returns were solid, as the durability of consumer sentiment eased investors’ concerns about the economy’s trajectory. The U.S. economy resumed growth in the third quarter of 2022 and continued to expand thereafter. Most major classes of equities advanced, including large- and small-capitalization U.S. stocks and equities from developed and emerging markets.
The 10-year U.S. Treasury yield rose during the reporting period, driving its price down, as investors reacted to elevated inflation and attempted to anticipate future interest rate changes. The corporate bond market also faced inflationary headwinds, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.
The U.S. Federal Reserve (the “Fed”), acknowledging that inflation has been more persistent than expected, raised interest rates seven times during the 12-month period ended July 31, 2023. Furthermore, the Fed wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity. However, the Fed declined to raise interest rates at its June 2023 meeting, the first time it paused its tightening in the current cycle, before again raising rates in July 2023.
Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has decelerated the pace of interest rate hikes and recently opted for a pause, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period to keep inflation under control. Furthermore, ongoing structural changes may mean that the Fed will be hesitant to cut interest rates in the event of faltering economic activity lest inflation accelerate again. We believe investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt.
While we favor an overweight position to developed market equities in the long term, we prefer an underweight stance in the near-term. Expectations for corporate earnings remain elevated, which seems inconsistent with macroeconomic constraints. Nevertheless, we are overweight on emerging market stocks in the near-term as growth trends for emerging markets appear brighter. We also believe that stocks with an A.I. tilt should benefit from an investment cycle that is set to support revenues and margins. We are neutral on credit overall amid tightening credit and financial conditions; however, there are selective opportunities in the near term. For fixed income investing with a six- to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. inflation-linked bonds, U.S. mortgage-backed securities, and hard-currency emerging market bonds.
Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.
Sincerely,
Rob Kapito
President, BlackRock Advisors, LLC
Rob Kapito
President, BlackRock Advisors, LLC
| Total Returns as of July 31, 2023
| ||||
|
6-Month
|
12-Month
| |||
|
U.S. large cap
equities
|
13.52% | 13.02% | ||
|
U.S. small cap
equities
|
4.51 | 7.91 | ||
|
International
equities
|
6.65 | 16.79 | ||
|
Emerging market
equities
|
3.26 | 8.35 | ||
|
3-month Treasury bills
|
2.34 | 3.96 | ||
|
U.S. Treasury
securities
|
(2.08) | (7.56) | ||
|
U.S. investment
grade bonds
|
(1.02) | (3.37) | ||
|
Tax-exempt municipal bonds
|
0.20 | 0.93 | ||
|
U.S. high yield
bonds
|
2.92 | 4.42 | ||
| Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index. | ||||
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| 3 |
| Municipal Market Overview For the Reporting Period Ended July 31, 2023 |
Municipal Market Conditions
Municipal bonds posted positive total returns amid heightened volatility. Interest rates rose rapidly early in the period as the Fed continued its historic hiking cycle but became increasingly rangebound later in the reporting period as economic activity slowed, inflation expectations moderated, and the Fed tempered the magnitude and pace of its policy tightening. Strong credit fundamentals, bolstered by robust post-pandemic revenue growth and elevated fund balances, drove strong positive excess returns versus comparable U.S. Treasuries. Lower-rated investment grade credits and the 15-year part of the yield curve performed best.
| During the 12-month period ended July 31, 2023, municipal bond funds experienced net outflows totaling $52 billion (based on data from the Investment Company Institute), transitioning from the largest outflow cycle on record in 2022 to mixed in 2023. At the same time, the market contended with just $324 billion in issuance, well below the $422 billion issued during the prior 12-months. However, elevated bid-wanted activity filled some of the gap as investors raised cash to meet redemptions, portfolio leverage was repositioned, and the Federal Deposit Insurance Corporation (“FDIC”) liquidated collapsed bank assets. |
|
Bloomberg Municipal Bond Index(a) 12 months: 0.93%
|
A Closer Look at Yields
| AAA Municipal Yield Curves
|
From July 31, 2022, to July 31, 2023, yields on AAA-rated 30-year municipal bonds increased by 62 basis points (“bps”) from 2.89% to 3.51%, ten-year yields increased by 36 bps from 2.21% to 2.57%, five-year yields increased by 86 bps from 1.80% to 2.66%, and two-year yields increased by 140 bps from 1.60% to 3.00% (as measured by Refinitiv Municipal Market Data). As a result, the municipal yield curve flattened over the 12-month period with the spread between two- and 30-year maturities flattening by 78 bps to a slope of 51 bps. Still, the curve remained relatively steep compared to the deeply inverted U.S. Treasury curve.
Outperformance throughout the period prompted historically rich valuations across the curve. Municipal-to-Treasury ratios tightened well through their 5-year averages led by short and intermediate maturities. |
Financial Conditions of Municipal Issuers
Buoyed by successive federal aid injections, vaccine distribution, and the re-opening of the economy, states and many local governments experienced revenue growth above forecasts in 2021 and 2022. However, revenue collections through April 2023, particularly personal income tax receipts, have softened or declined in many states, such as California and New York. A slowing economy could cause more widespread declines in overall revenue collections. While the inflation rate has slowed, higher wages and interest rates in the post-Covid recovery will pressure state and local government costs. Nevertheless, overall credit fundamentals remain solid, particularly near-record reserve levels. Other sectors also exhibit strong credit fundamentals. Municipal utilities typically benefit from autonomous rate-setting that allows them to adjust for rising fuel costs. Rising commodity prices over a prolonged period could test affordability and the political will to raise rates to balance operations. State housing authority bonds, flagship universities, and strong national and regional health systems may also be pressured but are better poised to absorb the impact of the economic shock. Critical providers (safety net hospitals, mass transit systems, airports) with limited resources may still experience fiscal strain from the economic fallout from high inflation, but aid and demand in the service sector of the economy will continue to support operating results through 2023. Work-from-home policies remain headwinds for mass transit farebox revenue and commercial real estate values.
The opinions expressed are those of BlackRock as of July 31, 2023 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.
| (a) | 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. |
| 4 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| The Benefits and Risks of Leveraging |
The Trusts may utilize leverage to seek to enhance the distribution rate on, and net asset value (“NAV”) of, their common shares (“Common Shares”). However, there is no guarantee that these objectives can be achieved in all interest rate environments.
In general, the concept of leveraging is based on the premise that the financing cost of leverage, which is based on short-term interest rates, is normally lower than the income earned by a Trust on its longer-term portfolio investments purchased with the proceeds from leverage. To the extent that the total assets of each Trust (including the assets obtained from leverage) are invested in higher-yielding portfolio investments, each Trust’s shareholders benefit from the incremental net income. The interest earned on securities purchased with the proceeds from leverage (after paying the leverage costs) is paid to shareholders in the form of dividends, and the value of these portfolio holdings (less the leverage liability) is reflected in the per share NAV.
To illustrate these concepts, assume a Trust’s Common Shares capitalization is $100 million and it utilizes leverage for an additional $30 million, creating a total value of $130 million available for investment in longer-term income securities. If prevailing short-term interest rates are 3% and longer-term interest rates are 6%, the yield curve has a strongly positive slope. In this case, a Trust’s financing costs on the $30 million of proceeds obtained from leverage are based on the lower short-term interest rates. At the same time, the securities purchased by a Trust with the proceeds from leverage earn income based on longer-term interest rates. In this case, a Trust’s financing cost of leverage is significantly lower than the income earned on a Trust’s longer-term investments acquired from such leverage proceeds, and therefore the holders of Common Shares (“Common Shareholders”) are the beneficiaries of the incremental net income.
However, in order to benefit Common Shareholders, the return on assets purchased with leverage proceeds must exceed the ongoing costs associated with the leverage. If interest and other costs of leverage exceed a Trust’s return on assets purchased with leverage proceeds, income to shareholders is lower than if a Trust had not used leverage. In such circumstance, the investment adviser may nevertheless determine to maintain a Trust’s leverage if it deems such action to be appropriate. Furthermore, the value of the Trusts’ portfolio investments generally varies inversely with the direction of long-term interest rates, although other factors can influence the value of portfolio investments. In contrast, the amount of each Trust’s obligations under its respective leverage arrangement generally does not fluctuate in relation to interest rates. As a result, changes in interest rates can influence the Trusts’ NAVs positively or negatively. Changes in the future direction of interest rates are very difficult to predict accurately, and there is no assurance that a Trust’s intended leveraging strategy will be successful.
The use of leverage also generally causes greater changes in each Trust’s NAV, market price and dividend rates than comparable portfolios without leverage. In a declining market, leverage is likely to cause a greater decline in the NAV and market price of a Trust’s Common Shares than if the Trust were not leveraged. In addition, each Trust may be required to sell portfolio securities at inopportune times or at distressed values in order to comply with regulatory requirements applicable to the use of leverage or as required by the terms of leverage instruments, which may cause the Trust to incur losses. The use of leverage may limit a Trust’s ability to invest in certain types of securities or use certain types of hedging strategies. Each Trust incurs expenses in connection with the use of leverage, all of which are borne by Common Shareholders and may reduce income to the Common Shares. Moreover, to the extent the calculation of each Trust’s investment advisory fees includes assets purchased with the proceeds of leverage, the investment advisory fees payable to the Trusts’ investment adviser will be higher than if the Trusts did not use leverage.
To obtain leverage, each Trust has issued Variable Rate Demand Preferred Shares (“VRDP Shares” or “Preferred Shares”) and/or leveraged its assets through the use of tender option bond trusts (“TOB Trusts”) as described in the Notes to Financial Statements.
Under the Investment Company Act of 1940, as amended (the “1940 Act”), each Trust is permitted to borrow money (including through the use of TOB Trusts) or issue debt securities up to 33 1/3% of its total managed assets or equity securities (e.g., Preferred Shares) up to 50% of its total managed assets. A Trust may voluntarily elect to limit its leverage to less than the maximum amount permitted under the 1940 Act. In addition, a Trust may also be subject to certain asset coverage, leverage or portfolio composition requirements imposed by the Preferred Shares’ governing instruments or by agencies rating the Preferred Shares, which may be more stringent than those imposed by the 1940 Act.
Derivative Financial Instruments
The Trusts may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Trusts must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Trusts’ successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation a Trust can realize on an investment and/or may result in lower distributions paid to shareholders. The Trusts’ investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.
| T H E B E N E F I T S A N D R I S K S O F L E V E R A G I N G / D E R I V A T I V E F I N A N C I A L I N S T R U M E N T S |
5 |
| Trust Summary as of July 31, 2023 | BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) |
Investment Objective
BlackRock MuniHoldings NewYork Quality Fund, Inc.’s (MHN) (the “Trust”) investment objective is to provide shareholders with current income exempt from U.S. federal income tax and New York State and New York City personal income taxes. The Trust seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in investment grade (as rated or, if unrated, considered to be of comparable quality at the time of investment by the Trust’s investment adviser) New York municipal obligations exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax) and New York State and New York City personal income taxes (“New York Municipal Bonds”), except at times when, in the judgment of its investment adviser, New York Municipal Bonds of sufficient quality and quantity are unavailable for investment by the Trust. At all times, except during temporary defensive periods, the Trust invests at least 65% of its assets in New York Municipal Bonds. The Trust invests, under normal market conditions, at least 80% of its assets in municipal obligations with remaining maturities of one year or more. The Trust may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by BlackRock to be of comparable quality, at the time of purchase. The Trust may invest directly in such securities or synthetically through the use of derivatives.
No assurance can be given that the Trust’s investment objective will be achieved.
Trust Information
| Symbol on New York Stock Exchange |
MHN | |
| Initial Offering Date |
September 19, 1997 | |
| Yield on Closing Market Price as of July 31, 2023 ($ 10.44)(a) |
3.85% | |
| Tax Equivalent Yield(b) |
7.97% | |
| Current Monthly Distribution per Common Share(c) |
$ 0.033500 | |
| Current Annualized Distribution per Common Share(c) |
$ 0.402000 | |
| Leverage as of July 31, 2023(d) |
40% | |
| (a) | Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance is not an indication of future results. |
| (b) | Tax equivalent yield assumes the maximum marginal U.S. federal and state tax rate of 51.7%, 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 VRDP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Trust, including any assets attributable to VRDP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Trust, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments. |
Market Price and Net Asset Value Per Share Summary
| 07/31/23 | 07/31/22 | Change | High | Low | ||||||||||||||||
| Closing Market Price |
$ | 10.44 | $ | 11.23 | (7.03 | )% | $ | 11.50 | $ | 9.22 | ||||||||||
| Net Asset Value |
12.12 | 12.58 | (3.66 | ) | 12.72 | 10.68 | ||||||||||||||
GROWTH OF $10,000 INVESTMENT
| (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. |
| 6 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Trust Summary as of July 31, 2023 (continued) | BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) |
Performance
Returns for the period ended July 31, 2023 were as follows:
| Average Annual Total Returns | ||||||||||||
| 1 Year | 5 Years | 10 Years | ||||||||||
| Trust at NAV(a)(b) |
0.53 | % | 1.06 | % | 3.84 | % | ||||||
| Trust at Market Price(a)(b) |
(3.00 | ) | 0.86 | 2.82 | ||||||||
| New York Customized Reference Benchmark(c) |
1.40 | 1.85 | N/A | |||||||||
| Bloomberg Municipal Bond Index |
0.93 | 1.87 | 2.81 | |||||||||
| (a) | All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage, if any. |
| (b) | The Trust’s discount to NAV widened during the period, which accounts for the difference between performance based on market price and performance based on NAV. |
| (c) | The New York Customized Reference Benchmark is comprised of the Bloomberg Municipal Bond: New York Exempt Total Return Index Unhedged (90%) and the New York Bloomberg Municipal Bond: High Yield (non-Investment Grade) Total Return Index (10%). The New York Customized Reference Benchmark commenced on September 30, 2016. |
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.
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:
Municipal bonds posted slightly positive returns in the annual period. Bond market performance, in general, was dampened by the combination of high inflation and continued interest rate increases by the Fed. However, the contribution from income outweighed the impact of falling prices. New York municipals outperformed the national market.
Portfolio income was a large contributor to the Trust’s total return at a time of negative price performance. The Trust’s use of U.S. Treasury futures to manage interest rate risk added value in the rising-rate environment, with most of the contribution occurring in the first half of the period. (Prices and yields move in opposite directions.) Positions in bonds with 15- to 25-year maturities contributed, as well.
With respect to credit tiers, AA rated bonds were the largest contributor due to their sizable weighting in both the New York market and the Trust. BBB rated securities, which consisted mainly of holdings within the transportation and higher education sectors, also performed well. The tax-backed sector was another positive contributor.
On the negative side, positions in low-coupon bonds—particularly in the housing sector—detracted. Holdings in bonds with maturities of 25 years and longer also detracted, as did the Trust’s allocation to high yield bonds.
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.
| T R U S T S U M M A R Y |
7 |
| Trust Summary as of July 31, 2023 (continued) | BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) |
Overview of the Trust’s Total Investments
| SECTOR ALLOCATION
|
| |||
| Sector(a)(b) | Percentage of Total Investments |
|||
| Transportation |
33.3 | % | ||
| County/City/Special District/School District |
19.2 | |||
| Utilities |
13.6 | |||
| State |
10.4 | |||
| Education |
9.1 | |||
| Housing |
5.4 | |||
| Health |
4.8 | |||
| Corporate |
2.4 | |||
| Tobacco |
1.8 | |||
| CALL/MATURITY SCHEDULE
|
| |||
| Calendar Year Ended December 31,(a)(c) | Percentage | |||
| 2023 |
7.3 | % | ||
| 2024 |
6.9 | |||
| 2025 |
11.7 | |||
| 2026 |
4.8 | |||
| 2027 |
12.2 | |||
| CREDIT QUALITY ALLOCATION
|
| |||
| Credit Rating(a)(d) | Percentage of Total Investments |
|||
| AAA/Aaa |
9.4 | % | ||
| AA/Aa |
56.1 | |||
| A |
20.4 | |||
| BBB/Baa |
7.0 | |||
| BB/Ba |
0.8 | |||
| B |
0.1 | |||
| N/R(e) |
6.2 | |||
| (a) | Excludes short-term securities. |
| (b) | For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease. |
| (c) | Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years. |
| (d) | For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s 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 July 31, 2023, the market value of unrated securities deemed by the investment adviser to be investment grade represents 1.2% of the Trust’s total investments. |
| 8 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Trust Summary as of July 31, 2023 | BlackRock Virginia Municipal Bond Trust (BHV) |
Investment Objective
BlackRock Virginia Municipal Bond Trust’s (BHV) (the “Trust”) investment objective is to provide current income exempt from regular U.S. federal income tax and Virginia personal income taxes. The Trust seeks to achieve its investment objective by investing primarily in municipal bonds exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax) and Virginia personal income taxes. The Trust invests, under normal market conditions, at least 80% of its managed assets in municipal bonds that are investment grade quality at the time of investment or, if unrated, determined to be of comparable quality at the time of investment by the Trust’s investment adviser. The Trust may invest directly in such securities or synthetically through the use of derivatives.
No assurance can be given that the Trust’s investment objective will be achieved.
Trust Information
| Symbol on New York Stock Exchange |
BHV | |
| Initial Offering Date |
April 30, 2002 | |
| Yield on Closing Market Price as of July 31, 2023 ($ 10.78)(a) |
2.95% | |
| Tax Equivalent Yield(b) |
5.52% | |
| Current Monthly Distribution per Common Share(c) |
$ 0.026500 | |
| Current Annualized Distribution per Common Share(c) |
$ 0.318000 | |
| Leverage as of July 31, 2023(d) |
40% |
| (a) | Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance is not an indication of future results. |
| (b) | Tax equivalent yield assumes the maximum marginal U.S. federal and state tax rate of 46.55%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields. |
| (c) | The distribution rate is not constant and is subject to change. A portion of the distribution may be deemed a return of capital or net realized gain. |
| (d) | Represents VRDP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Trust, including any assets attributable to VRDP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Trust, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments. |
Market Price and Net Asset Value Per Share Summary
| 07/31/23 | 07/31/22 | Change | High | Low | ||||||||||||||||
| Closing Market Price |
$ | 10.78 | $ | 14.41 | (25.19 | )% | $ | 15.00 | $ | 10.44 | ||||||||||
| Net Asset Value |
12.44 | 13.32 | (6.61 | ) | 13.46 | 11.18 | ||||||||||||||
GROWTH OF $10,000 INVESTMENT
| (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. |
| T R U S T S U M M A R Y |
9 |
| Trust Summary as of July 31, 2023 (continued) | BlackRock Virginia Municipal Bond Trust (BHV) |
Performance
Returns for the period ended July 31, 2023 were as follows:
| Average Annual Total Returns | ||||||||||||
| 1 Year | 5 Years | 10 Years | ||||||||||
| Trust at NAV(a)(b) |
(3.42 | )% | (0.19 | )% | 2.77 | % | ||||||
| Trust at Market Price(a)(b) |
(22.64 | ) | (4.89 | ) | 0.58 | |||||||
| Virginia Customized Reference Benchmark(c) |
0.59 | 1.90 | N/A | |||||||||
| Bloomberg Municipal Bond Index |
0.93 | 1.87 | 2.81 | |||||||||
| (a) | All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage, if any. |
| (b) | The Trust moved from a premium to NAV to a discount during the period, which accounts for the difference between performance based on market price and performance based on NAV. |
| (c) | The Virginia Customized Reference Benchmark is comprised of the Bloomberg Municipal Bond: Virginia Exempt Total Return Index Unhedged (90%) and the Virginia Bloomberg Municipal Bond: High Yield (non-Investment Grade) Total Return Index (10%). The Virginia Customized Reference Benchmark commenced on September 30, 2016. |
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.
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:
Municipal bonds posted slightly positive returns in the annual period. Bond market performance, in general, was dampened by the combination of high inflation and continued interest rate increases by the Fed. However, the contribution from income outweighed the impact of falling prices.
The Trust’s use of U.S. Treasury futures to manage interest rate risk added value in the rising-rate environment. At the sector level, tax backed states, transportation, and development districts made the largest contributions. Despite the volatility throughout the period, low new issuance led to tighter yield spreads for higher-quality securities. Strong fundamental trends in the transportation sectors, especially airports, also helped fuel positive performance. Bonds with maturities of 20 to 25 years were especially notable contributors in this area.
On the negative side, long-dated securities with maturities of 25 years and above—particularly those with lower coupons—detracted from performance due to their higher interest rate sensitivity. Healthcare and transportation were the worst performing sectors, although this had more to do with the duration and coupon characteristics of the debt rather than any specific credit issues or spread widening. The long duration securities were concentrated in the higher-quality credit tiers: AA, A, and BBB. The Trust’s use of leverage, which amplified the effect of falling prices, was another detractor of note.
The Trust’s cash position was above typical levels at the close of the period, since higher cash balances were required for the potential unwinding of leverage. Additionally, new issuance and secondary market opportunities were not accretive to portfolio income relative to cash yields, which have risen with the increase in short-term rates. However, the Trust reduced cash incrementally late in the period to participate in new issuance.
The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
| 10 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Trust Summary as of July 31, 2023 (continued) | BlackRock Virginia Municipal Bond Trust (BHV) |
Overview of the Trust’s Total Investments
| SECTOR ALLOCATION
|
| |||
| Sector(a)(b) | Percentage of Total Investments |
|||
| County/City/Special District/School District |
19.9 | % | ||
| State |
18.2 | |||
| Health |
17.7 | |||
| Transportation |
9.9 | |||
| Housing |
8.3 | |||
| Utilities |
7.9 | |||
| Tobacco |
7.9 | |||
| Education |
6.6 | |||
| Corporate |
3.6 | |||
| CALL/MATURITY SCHEDULE
|
| |||
| Calendar Year Ended December 31,(a)(c) | Percentage | |||
| 2023 |
14.9 | % | ||
| 2024 |
4.6 | |||
| 2025 |
2.3 | |||
| 2026 |
9.1 | |||
| 2027 |
13.5 | |||
| CREDIT QUALITY ALLOCATION
|
| |||
| Credit Rating(a)(d) | Percentage of Total Investments |
|||
| AAA/Aaa |
15.4 | % | ||
| AA/Aa |
46.6 | |||
| A |
10.1 | |||
| BBB/Baa |
1.7 | |||
| B |
4.8 | |||
| N/R(e) |
21.4 | |||
| (a) | Excludes short-term securities. |
| (b) | For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease. |
| (c) | Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years. |
| (d) | For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s 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 July 31, 2023, the market value of unrated securities deemed by the investment adviser to be investment grade represents 5.4% of the Trust’s total investments. |
| T R U S T S U M M A R Y |
11 |
|
July 31, 2023 |
BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) (Percentages shown are based on Net Assets) |
| Security | Par (000) |
Value | ||||||
| Municipal Bonds |
| |||||||
| Alabama — 0.3% | ||||||||
| Corporate — 0.3% | ||||||||
| Lower Alabama Gas District, RB, Series A, 5.00%, 09/01/46 |
$ | 1,185 | $ | 1,205,197 | ||||
|
|
|
|||||||
| Guam — 0.2% | ||||||||
| Utilities — 0.2% | ||||||||
| Guam Power Authority, Refunding RB, Series A, 5.00%, 10/01/41 |
580 | 601,229 | ||||||
|
|
|
|||||||
| New York — 153.9% | ||||||||
| Corporate — 3.7% | ||||||||
| New York Liberty Development Corp., RB, 5.50%, 10/01/37 |
830 | 953,823 | ||||||
| New York Liberty Development Corp., Refunding RB, 5.25%, 10/01/35 |
5,500 | 6,290,779 | ||||||
| New York State Energy Research & Development Authority, Refunding RB, Series C, 4.00%, 04/01/34 |
740 | 747,673 | ||||||
| New York State Environmental Facilities Corp., RB, AMT, 2.75%, 09/01/50(a) |
175 | 168,100 | ||||||
| New York Transportation Development Corp., RB |
||||||||
| AMT, 5.00%, 10/01/35 |
1,565 | 1,638,616 | ||||||
| AMT, 5.00%, 10/01/40 |
2,400 | 2,447,904 | ||||||
| New York Transportation Development Corp., Refunding ARB, AMT, 3.00%, 08/01/31 |
1,465 | 1,290,035 | ||||||
|
|
|
|||||||
| 13,536,930 | ||||||||
| County/City/Special District/School District — 30.7% | ||||||||
| Battery Park City Authority, RB, Sustainability Bonds, 4.00%, 11/01/44 |
3,750 | 3,772,657 | ||||||
| City of New York, GO |
||||||||
| Series A-1, 4.00%, 09/01/46 |
2,305 | 2,253,520 | ||||||
| Series B, 5.25%, 10/01/47 |
4,605 | 5,145,217 | ||||||
| Series D-1, 5.50%, 05/01/46 |
1,140 | 1,298,527 | ||||||
| Series F-1, 5.00%, 04/01/45 |
4,950 | 5,230,620 | ||||||
| Series F-1, 4.00%, 03/01/47 |
2,270 | 2,232,509 | ||||||
| Sub-Series D-1, 5.00%, 08/01/31 |
945 | 945,865 | ||||||
| Sub-Series E-1, 4.00%, 04/01/45 |
2,485 | 2,450,011 | ||||||
| City of New York, Refunding GO |
||||||||
| Series E, 5.50%, 08/01/25 |
460 | 460,583 | ||||||
| Series E, 5.00%, 08/01/32 |
2,000 | 2,001,832 | ||||||
| County of Nassau New York, GO |
||||||||
| Series A, 5.00%, 01/15/31 |
1,400 | 1,511,338 | ||||||
| Series C, 5.00%, 10/01/31 |
1,980 | 2,174,173 | ||||||
| County of Nassau New York, Refunding GO, Series B, (AGM), 5.00%, 04/01/40 |
|
1,795 |
|
|
1,937,851 |
| ||
| Erie County Industrial Development Agency, Refunding RB, Series A, (SAW), 5.00%, 05/01/28 |
|
1,685 |
|
|
1,761,368 |
| ||
| Ithaca City School District, Refunding GO, (BAM SAW), 2.00%, 06/15/33 |
|
365 |
|
|
321,516 |
| ||
| Mahopac Central School District, Refunding GO, (SAW), 2.00%, 06/01/32 |
|
555 |
|
|
500,388 |
| ||
| New York City Industrial Development Agency, RB, (AGC), 0.00%, 03/01/39(b) |
|
1,380 |
|
|
652,922 |
| ||
| New York City Industrial Development Agency, Refunding RB, (AGM), 4.00%, 03/01/45 |
|
3,600 |
|
|
3,523,666 |
| ||
| New York City Transitional Finance Authority Future Tax Secured Revenue, RB |
||||||||
| Series A-1, 5.00%, 11/01/38 |
950 | 953,524 | ||||||
| Series A-1, 5.00%, 08/01/40 |
860 | 918,267 | ||||||
| Security | Par (000) |
Value | ||||||
| County/City/Special District/School District (continued) |
| |||||||
| New York City Transitional Finance Authority Future Tax Secured Revenue, RB (continued) |
||||||||
| Series B-1, 5.00%, 08/01/45 |
$ | 6,575 | $ | 6,852,925 | ||||
| Sub-Series A-3, 4.00%, 08/01/43 |
2,790 | 2,760,499 | ||||||
| Sub-Series B-1, 5.00%, 11/01/35 |
2,100 | 2,134,178 | ||||||
| Sub-Series B-1, 5.00%, 11/01/36 |
1,690 | 1,714,819 | ||||||
| Sub-Series B-1, 5.00%, 11/01/38 |
1,455 | 1,511,212 | ||||||
| Sub-Series E-1, 5.00%, 02/01/39 |
2,730 | 2,869,301 | ||||||
| Sub-Series E-1, 5.00%, 02/01/43 |
4,760 | 4,966,279 | ||||||
| Series A, Subordinate, 4.00%, 05/01/53 |
1,365 | 1,318,743 | ||||||
| Series A-2, Subordinate, 5.00%, 08/01/39 |
3,440 | 3,631,594 | ||||||
| Series C, Subordinate, 4.00%, 05/01/45 |
2,275 | 2,213,700 | ||||||
| Series F-1, Subordinate, 5.00%, 02/01/44 |
355 | 386,338 | ||||||
| New York Convention Center Development Corp., RB, CAB(b) |
||||||||
| Series B, Sub Lien, 0.00%, 11/15/42 |
2,185 | 831,950 | ||||||
| Series B, Sub Lien, 0.00%, 11/15/47 |
5,600 | 1,579,032 | ||||||
| Series B, Sub Lien, 0.00%, 11/15/48 |
2,665 | 746,339 | ||||||
| Series B, Sub Lien, (AGM-CR), 0.00%, 11/15/55 |
2,485 | 475,035 | ||||||
| Series B, Sub Lien, (AGM-CR), 0.00%, 11/15/56 |
3,765 | 681,653 | ||||||
| New York Convention Center Development Corp., Refunding RB |
| |||||||
| 5.00%, 11/15/40 |
6,150 | 6,298,725 | ||||||
| 5.00%, 11/15/45 |
12,215 | 12,449,455 | ||||||
| New York Liberty Development Corp., Refunding RB |
||||||||
| Series 1, 5.00%, 11/15/44(c) |
5,075 | 4,952,997 | ||||||
| Series A, 3.00%, 11/15/51 |
1,460 | 1,059,611 | ||||||
| South Glens Falls Central School District, Refunding GO |
||||||||
| Series A, (SAW), 2.00%, 07/15/34 |
1,160 | 995,386 | ||||||
| Series A, (SAW), 2.00%, 07/15/35 |
685 | 594,119 | ||||||
| Triborough Bridge & Tunnel Authority Sales Tax Revenue, RB |
||||||||
| Class A, 4.00%, 05/15/57 |
1,300 | 1,264,717 | ||||||
| Series A, 4.13%, 05/15/53 |
1,705 | 1,679,991 | ||||||
| Series A, 5.00%, 05/15/53 |
3,415 | 3,725,191 | ||||||
| Trust for Cultural Resources of The City of New York, Refunding RB(d) |
||||||||
| 5.00%, 08/01/23 |
2,000 | 2,000,000 | ||||||
| Series A, 5.00%, 08/01/23 |
2,840 | 2,840,000 | ||||||
| Yonkers Industrial Development Agency, Refunding RB, (SAW), 4.00%, 05/01/41 |
|
1,000 |
|
|
1,005,106 |
| ||
|
|
|
|||||||
| 113,585,249 | ||||||||
| Education — 14.8% | ||||||||
| Albany Capital Resource Corp., Refunding RB 4.00%, 07/01/41 |
740 | 466,315 | ||||||
| 4.00%, 07/01/51 |
765 | 424,785 | ||||||
| Build NYC Resource Corp., RB, 5.75%, 06/01/62(c) |
860 | 844,401 | ||||||
| Build NYC Resource Corp., Refunding RB 4.00%, 08/01/42 |
525 | 475,289 | ||||||
| Series A, 5.00%, 06/01/43 |
450 | 457,113 | ||||||
| Dobbs Ferry Local Development Corp., RB, 5.00%, 07/01/39 |
750 | 763,549 | ||||||
| Dutchess County Local Development Corp., RB 5.00%, 07/01/43 |
570 | 598,125 | ||||||
| 5.00%, 07/01/48 |
855 | 890,606 | ||||||
| 5.00%, 07/01/52 |
1,365 | 1,455,446 | ||||||
| Dutchess County Local Development Corp., Refunding RB |
| |||||||
| 5.00%, 07/01/42 |
985 | 1,032,841 | ||||||
| 12 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) July 31, 2023 |
BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) (Percentages shown are based on Net Assets) |
| Security | Par (000) |
Value | ||||||
| Education (continued) | ||||||||
| Dutchess County Local Development Corp., Refunding RB (continued) |
| |||||||
| 4.00%, 07/01/46 |
$ | 1,865 | $ | 1,852,421 | ||||
| Madison County Capital Resource Corp., RB |
||||||||
| Series B, 5.00%, 07/01/40 |
685 | 704,114 | ||||||
| Series B, 5.00%, 07/01/43 |
2,480 | 2,542,211 | ||||||
| Monroe County Industrial Development Corp., Refunding RB |
||||||||
| Series A, 4.00%, 07/01/39 |
350 | 352,062 | ||||||
| Series A, 4.00%, 07/01/50 |
11,950 | 11,441,611 | ||||||
| New York State Dormitory Authority, RB 1st Series, (AMBAC), 5.50%, 07/01/40 |
3,500 | 4,293,156 | ||||||
| Series A, 5.00%, 07/01/46 |
410 | 414,183 | ||||||
| New York State Dormitory Authority, Refunding RB 5.00%, 07/01/44 |
1,900 | 1,918,001 | ||||||
| Series A, 5.00%, 07/01/35 |
1,030 | 1,066,329 | ||||||
| Series A, 4.00%, 07/01/37 |
510 | 511,189 | ||||||
| Series A, 5.00%, 07/01/43 |
1,520 | 1,548,999 | ||||||
| Series A, 5.00%, 07/01/48 |
5,600 | 5,725,877 | ||||||
| Onondaga County Trust for Cultural Resources, Refunding RB |
||||||||
| 5.00%, 12/01/38 |
1,490 | 1,619,547 | ||||||
| 5.00%, 12/01/39 |
2,650 | 2,872,277 | ||||||
| 4.00%, 12/01/47 |
1,800 | 1,754,537 | ||||||
| Orange County Funding Corp., Refunding RB |
||||||||
| Series A, 5.00%, 07/01/37 |
715 | 714,980 | ||||||
| Series A, 5.00%, 07/01/42 |
445 | 444,890 | ||||||
| Troy Capital Resource Corp., Refunding RB 5.00%, 09/01/35 |
450 | 495,648 | ||||||
| 5.00%, 09/01/36 |
2,360 | 2,575,539 | ||||||
| 4.00%, 09/01/40 |
1,320 | 1,275,886 | ||||||
| Trust for Cultural Resources of The City of New York, Refunding RB |
||||||||
| Series A, 5.00%, 07/01/37 |
1,775 | 1,809,128 | ||||||
| Series A, 5.00%, 07/01/41 |
750 | 762,317 | ||||||
| Yonkers Economic Development Corp., Refunding RB |
||||||||
| Series A, 5.00%, 10/15/40 |
320 | 304,057 | ||||||
| Series A, 5.00%, 10/15/50 |
540 | 485,702 | ||||||
|
|
|
|||||||
| 54,893,131 | ||||||||
| Health — 7.9% | ||||||||
| Build NYC Resource Corp., RB |
||||||||
| Class A, 5.25%, 07/01/37 |
1,250 | 1,144,658 | ||||||
| Class A, 5.50%, 07/01/47 |
765 | 680,369 | ||||||
| Genesee County Funding Corp., Refunding RB, |
||||||||
| Series A, 5.25%, 12/01/52 |
1,325 | 1,373,761 | ||||||
| Huntington Local Development Corp., RB, Series A, 5.25%, 07/01/56 |
240 | 188,517 | ||||||
| Monroe County Industrial Development Corp., RB 4.00%, 12/01/41 |
500 | 451,991 | ||||||
| 5.00%, 12/01/46 |
235 | 237,019 | ||||||
| Series A, 5.00%, 12/01/37 |
1,180 | 1,180,614 | ||||||
| Monroe County Industrial Development Corp., Refunding RB |
||||||||
| 4.00%, 12/01/38 |
1,150 | 1,080,285 | ||||||
| 4.00%, 12/01/39 |
475 | 443,294 | ||||||
| 4.00%, 12/01/46 |
4,595 | 4,072,999 | ||||||
| New York State Dormitory Authority, RB |
||||||||
| Series C, 4.25%, 05/01/39 |
1,000 | 999,877 | ||||||
| Series D, 4.25%, 05/01/39 |
685 | 684,916 | ||||||
| Security | Par (000) |
Value | ||||||
| Health (continued) | ||||||||
| New York State Dormitory Authority, Refunding RB 4.00%, 07/01/45 |
$ | 380 | $ | 257,585 | ||||
| 4.00%, 07/01/47 |
2,660 | 2,597,267 | ||||||
| 4.25%, 05/01/52 |
3,645 | 3,569,658 | ||||||
| 5.00%, 05/01/52 |
3,850 | 4,113,205 | ||||||
| Series A, 5.00%, 05/01/32 |
2,645 | 2,727,479 | ||||||
| Oneida County Local Development Corp., Refunding |
||||||||
| RB, (AGM), 3.00%, 12/01/44 |
2,540 | 1,959,773 | ||||||
| Suffolk County Economic Development Corp., RB, |
||||||||
| Series C, 5.00%, 07/01/32 |
460 | 467,446 | ||||||
| Westchester County Local Development Corp., Refunding RB(c) |
||||||||
| 5.00%, 07/01/41 |
510 | 429,895 | ||||||
| 5.00%, 07/01/56 |
570 | 440,299 | ||||||
|
|
|
|||||||
| 29,100,907 | ||||||||
| Housing — 8.0% | ||||||||
| New York City Housing Development Corp., RB, M/F Housing |
||||||||
| Series G-1, 3.90%, 05/01/45 |
450 | 400,569 | ||||||
| Sustainability Bonds, 4.80%, 02/01/53 |
2,915 | 2,951,012 | ||||||
| Class F-1, Sustainability Bonds, 4.60%, 11/01/42 |
225 | 227,001 | ||||||
| Series A, Sustainability Bonds, 4.75%, 11/01/48 |
365 | 370,103 | ||||||
| Series E-1, Sustainability Bonds, (SONYMA HUD SECT 8), 4.20%, 11/01/42 |
920 | 889,432 | ||||||
| New York City Housing Development Corp., Refunding |
||||||||
| RB, Series F-1-A, Sustainability Bonds, 3.30%, 11/01/46 |
460 | 389,575 | ||||||
| New York City Housing Development Corp., Refunding |
||||||||
| RB, M/F Housing |
||||||||
| Sustainability Bonds, 3.85%, 05/01/58 |
1,726 | 1,449,036 | ||||||
| Series B-1-A, Sustainability Bonds, 3.75%, 11/01/54 |
1,345 | 1,147,546 | ||||||
| New York State Housing Finance Agency, RB |
||||||||
| Series D, (SONYMA), 3.80%, 11/01/49 |
1,700 | 1,435,446 | ||||||
| Series B-1, Sustainability Bonds, (SONYMA), 4.85%, 11/01/48 |
1,310 | 1,328,218 | ||||||
| New York State Housing Finance Agency, RB, M/F |
||||||||
| Housing |
||||||||
| (SONYMA), 4.65%, 11/01/48 |
515 | 516,986 | ||||||
| Series B, (FHLMC, FNMA, GNMA, SONYMA), 4.00%, 11/01/42 |
845 | 774,275 | ||||||
| Series E, (SONYMA), 3.80%, 11/01/49 |
945 | 797,377 | ||||||
| Series H, (FNMA, SONYMA), 4.15%, 11/01/43 |
1,375 | 1,278,844 | ||||||
| Series H, (FNMA, SONYMA), 4.20%, 11/01/48 |
905 | 824,405 | ||||||
| Series I, (FNMA, SONYMA), 4.05%, 11/01/48 |
1,090 | 969,982 | ||||||
| Series A, AMT, 4.65%, 11/15/38 |
1,000 | 970,381 | ||||||
| New York State Housing Finance Agency, Refunding |
||||||||
| RB, Series C, (FNMA, SONYMA), 3.85%, 11/01/39 |
2,005 | 1,847,197 | ||||||
| State of New York Mortgage Agency, RB, S/F Housing 250th Series, (SONYMA), 4.80%, 10/01/48 |
3,410 | 3,483,475 | ||||||
| Series 239, (SONYMA), 2.70%, 10/01/47 |
1,360 | 979,371 | ||||||
| State of New York Mortgage Agency, Refunding RB |
||||||||
| Series 190, 3.80%, 10/01/40 |
1,395 | 1,364,602 | ||||||
| Series 194, AMT, 3.80%, 04/01/28 |
2,065 | 2,065,694 | ||||||
| Series 218, AMT, 3.60%, 04/01/33 |
855 | 842,054 | ||||||
| Series 218, AMT, 3.85%, 04/01/38 |
115 | 114,261 | ||||||
| Yonkers Industrial Development Agency, RB, AMT, |
||||||||
| (SONYMA), 5.25%, 04/01/37 |
2,000 | 2,000,192 | ||||||
|
|
|
|||||||
| 29,417,034 | ||||||||
| S C H E D U L E O F I N V E S T M E N T S |
13 |
| Schedule of Investments (continued) July 31, 2023 |
BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) (Percentages shown are based on Net Assets) |
| Security | Par (000) |
Value | ||||||
| State — 11.8% | ||||||||
| New York City Transitional Finance Authority Building |
||||||||
| Aid Revenue, Refunding RB |
||||||||
| Series S-1, Subordinate, (SAW), 4.00%, 07/15/35 |
$ | 910 | $ | 962,485 | ||||
| Series S-3, Subordinate, (SAW), 4.00%, 07/15/38 |
5,045 | 5,121,815 | ||||||
| New York State Dormitory Authority, RB |
||||||||
| Series A, 5.00%, 03/15/38 |
3,425 | 3,663,901 | ||||||
| Series A, 5.00%, 03/15/40 |
3,700 | 3,900,085 | ||||||
| Series A, 5.00%, 03/15/44 |
7,475 | 7,894,364 | ||||||
| Series B, 5.00%, 03/15/38 |
1,000 | 1,057,060 | ||||||
| Series B, 5.00%, 03/15/39 |
1,465 | 1,544,873 | ||||||
| New York State Dormitory Authority, Refunding RB, |
||||||||
| Series A, 5.00%, 03/15/40 |
2,950 | 3,167,902 | ||||||
| New York State Urban Development Corp., RB |
||||||||
| Series A, 4.00%, 03/15/45 |
5,265 | 5,211,418 | ||||||
| Series A, 3.00%, 03/15/50 |
3,105 | 2,416,482 | ||||||
| Series C, 5.00%, 03/15/32 |
2,000 | 2,001,958 | ||||||
| New York State Urban Development Corp., Refunding |
||||||||
| RB, 4.00%, 03/15/46 |
6,880 | 6,766,163 | ||||||
|
|
|
|||||||
| 43,708,506 | ||||||||
| Tobacco — 2.9% | ||||||||
| Chautauqua Tobacco Asset Securitization Corp., Refunding RB |
||||||||
| 4.75%, 06/01/39 |
1,875 | 1,803,319 | ||||||
| 5.00%, 06/01/48 |
680 | 638,852 | ||||||
| New York Counties Tobacco Trust VI, Refunding RB |
||||||||
| Series A-2B, 5.00%, 06/01/45 |
2,010 | 1,902,909 | ||||||
| Series A-2B, 5.00%, 06/01/51 |
765 | 716,022 | ||||||
| Series B, 5.00%, 06/01/41 |
575 | 581,367 | ||||||
| Niagara Tobacco Asset Securitization Corp., Refunding RB |
||||||||
| 5.25%, 05/15/34 |
1,495 | 1,513,383 | ||||||
| 5.25%, 05/15/40 |
1,500 | 1,520,407 | ||||||
| TSASC, Inc., Refunding RB, Series A, 5.00%, 06/01/35 |
260 | 268,771 | ||||||
| Westchester Tobacco Asset Securitization Corp., |
||||||||
| Refunding RB, Sub-Series C, 4.00%, 06/01/42 |
1,720 | 1,691,214 | ||||||
|
|
|
|||||||
| 10,636,244 | ||||||||
| Transportation — 52.1% | ||||||||
| Buffalo & Fort Erie Public Bridge Authority, RB, 5.00%, 01/01/47 |
2,315 | 2,391,293 | ||||||
| Hudson Yards Infrastructure Corp., Refunding RB |
||||||||
| Series A, 5.00%, 02/15/42 |
3,760 | 3,929,854 | ||||||
| Series A, (AGM), 4.00%, 02/15/47 |
2,425 | 2,380,188 | ||||||
| Metropolitan Transportation Authority, RB |
||||||||
| Series A-1, 5.25%, 11/15/23(d) |
3,240 | 3,257,620 | ||||||
| Series B, 5.25%, 11/15/44 |
1,000 | 1,006,564 | ||||||
| Series D-3, 4.00%, 11/15/49 |
3,050 | 2,802,825 | ||||||
| Series E, 5.00%, 11/15/38 |
8,750 | 8,770,982 | ||||||
| Metropolitan Transportation Authority, Refunding RB |
||||||||
| Series A, 4.00%, 11/15/43 |
1,430 | 1,426,296 | ||||||
| Series A, 5.00%, 11/15/45 |
3,485 | 3,814,350 | ||||||
| Series A, (AGM), 4.00%, 11/15/46 |
855 | 845,070 | ||||||
| Series A-1, (AGM), 4.00%, 11/15/54 |
1,760 | 1,684,332 | ||||||
| Series C-1, 4.75%, 11/15/45 |
3,765 | 3,818,828 | ||||||
| Series C-1, 5.00%, 11/15/56 |
1,920 | 1,948,629 | ||||||
| Sub-Series B-1, 5.00%, 11/15/31 |
4,000 | 4,020,788 | ||||||
| Sub-Series C-1, 5.00%, 11/15/34 |
3,345 | 3,490,916 | ||||||
| Security | Par (000) |
Value | ||||||
| Transportation (continued) | ||||||||
| MTA Hudson Rail Yards Trust Obligations, Refunding |
||||||||
| RB, Series A, 5.00%, 11/15/56 |
$ | 5,410 | $ | 5,418,937 | ||||
| New York City Industrial Development Agency, |
||||||||
| Refunding RB, Series A, AMT, 5.00%, 07/01/28 |
705 | 704,874 | ||||||
| New York Liberty Development Corp., Refunding RB |
||||||||
| Series 1, 2.25%, 02/15/41 |
1,800 | 1,326,532 | ||||||
| Series 1, 3.00%, 02/15/42 |
925 | 737,536 | ||||||
| New York State Thruway Authority, RB 5.00%, 03/15/53 |
6,165 | 6,721,675 | ||||||
| Series N, 4.00%, 01/01/43 |
5,300 | 5,301,818 | ||||||
| Series N, 4.00%, 01/01/44 |
2,250 | 2,231,028 | ||||||
| Series A, Junior Lien, 5.00%, 01/01/36 |
1,400 | 1,469,861 | ||||||
| New York State Thruway Authority, Refunding RB |
||||||||
| Series K, 5.00%, 01/01/29 |
1,750 | 1,801,464 | ||||||
| Series K, 5.00%, 01/01/31 |
1,000 | 1,029,443 | ||||||
| Series L, 5.00%, 01/01/35 |
810 | 880,591 | ||||||
| Series O, 4.00%, 01/01/44 |
1,640 | 1,616,130 | ||||||
| Series B, Subordinate, 4.00%, 01/01/45 |
4,950 | 4,836,952 | ||||||
| Series B, Subordinate, 4.00%, 01/01/50 |
2,645 | 2,530,553 | ||||||
| New York Transportation Development Corp., ARB |
| |||||||
| AMT, 5.00%, 12/01/35 |
3,405 | 3,663,739 | ||||||
| Series A, AMT, 5.00%, 07/01/46 |
8,630 | 8,653,594 | ||||||
| Series A, AMT, 5.25%, 01/01/50 |
6,665 | 6,678,923 | ||||||
| New York Transportation Development Corp., RB, |
||||||||
| AMT, 4.00%, 10/31/46 |
1,510 | 1,331,726 | ||||||
| New York Transportation Development Corp., Refunding RB |
||||||||
| 5.00%, 12/01/32 |
1,600 | 1,793,643 | ||||||
| Series A, AMT, 5.00%, 12/01/25 |
2,690 | 2,743,924 | ||||||
| Series A, AMT, 5.00%, 12/01/32 |
1,000 | 1,070,488 | ||||||
| Niagara Frontier Transportation Authority, Refunding ARB |
||||||||
| AMT, 5.00%, 04/01/34 |
100 | 106,446 | ||||||
| AMT, 5.00%, 04/01/35 |
90 | 95,488 | ||||||
| AMT, 5.00%, 04/01/36 |
95 | 100,334 | ||||||
| AMT, 5.00%, 04/01/37 |
110 | 115,591 | ||||||
| AMT, 5.00%, 04/01/38 |
55 | 57,625 | ||||||
| AMT, 5.00%, 04/01/39 |
80 | 83,721 | ||||||
| Port Authority of New York & New Jersey, ARB, |
||||||||
| Series 221, AMT, 4.00%, 07/15/55 |
7,275 | 6,718,812 | ||||||
| Port Authority of New York & New Jersey, RB, |
||||||||
| Consolidated, 218th Series, AMT, 5.00%, 11/01/44 |
1,850 | 1,923,293 | ||||||
| Port Authority of New York & New Jersey, Refunding ARB |
||||||||
| 179th Series, 5.00%, 12/01/38 |
1,390 | 1,398,895 | ||||||
| 183th Series, 4.00%, 06/15/44 |
1,500 | 1,477,326 | ||||||
| 194th Series, 5.25%, 10/15/55 |
3,410 | 3,512,511 | ||||||
| Series 211th, 4.00%, 09/01/43 |
5,000 | 4,991,245 | ||||||
| AMT, 5.00%, 01/15/47 |
660 | 695,836 | ||||||
| 177th Series, AMT, 4.00%, 01/15/43 |
285 | 272,246 | ||||||
| 178th Series, AMT, 5.00%, 12/01/43 |
750 | 752,031 | ||||||
| 195th Series, AMT, 5.00%, 04/01/36 |
1,400 | 1,463,990 | ||||||
| Series 178th, AMT, 5.00%, 12/01/33 |
1,000 | 1,003,661 | ||||||
| Series 223, AMT, 4.00%, 07/15/39 |
2,825 | 2,814,833 | ||||||
| Series 238, AMT, 5.00%, 07/15/38 |
680 | 745,814 | ||||||
| Port Authority of New York & New Jersey, Refunding RB, Series 226, AMT, 5.00%, 10/15/40 |
3,165 | 3,404,464 | ||||||
| 14 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) July 31, 2023 |
BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) (Percentages shown are based on Net Assets) |
| Security | Par (000) |
Value | ||||||
| Transportation (continued) | ||||||||
| Triborough Bridge & Tunnel Authority, RB |
||||||||
| Series A, 5.00%, 11/15/47 |
$ | 3,735 | $ | 4,077,895 | ||||
| Series A, 5.00%, 11/15/49 |
970 | 1,037,832 | ||||||
| Triborough Bridge & Tunnel Authority, Refunding RB |
||||||||
| Series A, 5.00%, 11/15/41 |
5,000 | 5,194,480 | ||||||
| Series A, 5.00%, 11/15/45 |
5,435 | 5,733,778 | ||||||
| Series A, 5.25%, 11/15/45 |
1,280 | 1,316,932 | ||||||
| Series A, 5.00%, 11/15/50 |
3,885 | 3,957,001 | ||||||
| Series A, 4.00%, 05/15/51 |
1,135 | 1,097,987 | ||||||
| Series A, 5.00%, 05/15/57 |
1,140 | 1,226,162 | ||||||
| Series A-1, 5.00%, 05/15/51 |
2,250 | 2,430,131 | ||||||
| Series B, 5.00%, 11/15/37 |
8,225 | 8,759,123 | ||||||
| Series C, 5.00%, 05/15/47 |
1,740 | 1,895,328 | ||||||
| Series C, 4.13%, 05/15/52 |
8,080 | 7,876,942 | ||||||
| Triborough Bridge & Tunnel Authority, Refunding RB, |
||||||||
| CAB(b) |
||||||||
| Series B, 0.00%, 11/15/28 |
3,215 | 2,744,340 | ||||||
| Series B, 0.00%, 11/15/32 |
7,670 | 5,765,347 | ||||||
|
|
|
|||||||
| 192,979,406 | ||||||||
| Utilities — 22.0% | ||||||||
| Long Island Power Authority, RB 5.00%, 09/01/35 |
1,000 | 1,094,220 | ||||||
| 5.00%, 09/01/36 |
825 | 888,372 | ||||||
| 5.00%, 09/01/37 |
3,175 | 3,441,792 | ||||||
| 5.00%, 09/01/47 |
1,355 | 1,415,689 | ||||||
| Long Island Power Authority, Refunding RB, Series B, 5.00%, 09/01/41 |
750 | 782,996 | ||||||
| New York City Municipal Water Finance Authority, RB |
||||||||
| Series AA-1, 4.00%, 06/15/51 |
1,135 | 1,103,790 | ||||||
| Series AA-1, 5.25%, 06/15/52 |
4,650 | 5,194,027 | ||||||
| Series BB-1, 3.00%, 06/15/50 |
2,270 | 1,737,719 | ||||||
| Series CC-1, 4.00%, 06/15/52 |
5,400 | 5,236,639 | ||||||
| Series DD, 5.00%, 06/15/47 |
2,250 | 2,336,701 | ||||||
| Series GG, 5.00%, 06/15/48 |
1,330 | 1,426,350 | ||||||
| New York City Municipal Water Finance Authority, |
||||||||
| Refunding RB 5.00%, 06/15/38 |
1,155 | 1,230,199 | ||||||
| Series BB-1, 5.00%, 06/15/44 |
1,795 | 1,971,506 | ||||||
| Series BB-1, 4.00%, 06/15/45 |
1,585 | 1,561,723 | ||||||
| Series DD, 4.13%, 06/15/47 |
3,410 | 3,415,180 | ||||||
| Series DD, 5.00%, 06/15/47 |
3,325 | 3,664,230 | ||||||
| Series GG, 5.00%, 06/15/39 |
4,220 | 4,374,684 | ||||||
| Series HH, 5.00%, 06/15/39 |
2,250 | 2,327,215 | ||||||
| New York Power Authority, RB, (AGM), 4.00%, 11/15/47 |
2,790 | 2,721,366 | ||||||
| New York Power Authority, Refunding RB |
||||||||
| Series A, 4.00%, 11/15/50 |
7,420 | 7,232,727 | ||||||
| Series A, 4.00%, 11/15/55 |
7,160 | 6,954,150 | ||||||
| Series A, 4.00%, 11/15/60 |
470 | 448,884 | ||||||
| New York State Environmental Facilities Corp., RB, 5.00%, 08/15/41 |
3,630 | 3,803,597 | ||||||
| Security | Par (000) |
Value | ||||||
| Utilities (continued) | ||||||||
| New York State Environmental Facilities Corp., Refunding RB |
||||||||
| 5.00%, 06/15/51 |
$ | 1,895 | $ | 2,074,040 | ||||
| Series A, 5.00%, 06/15/40 |
1,545 | 1,607,911 | ||||||
| Series A, 5.00%, 06/15/45 |
7,935 | 8,138,398 | ||||||
| Series A, Subordinate, 4.00%, 06/15/46 |
1,000 | 1,002,105 | ||||||
| Rockland County Solid Waste Management Authority, |
||||||||
| RB, Series A, AMT, 4.00%, 12/15/46 |
1,255 | 1,156,690 | ||||||
| Utility Debt Securitization Authority, Refunding RB, |
||||||||
| Series A, Restructured, 5.00%, 12/15/35 |
3,000 | 3,206,292 | ||||||
|
|
|
|||||||
| 81,549,192 | ||||||||
|
|
|
|||||||
| Total Municipal Bonds in New York |
569,406,599 | |||||||
| Puerto Rico — 5.1% | ||||||||
| State — 5.1% | ||||||||
| Puerto Rico Sales Tax Financing Corp. Sales Tax |
||||||||
| Revenue, RB |
||||||||
| Series A-1, Restructured, 4.75%, 07/01/53 |
2,549 | 2,408,512 | ||||||
| Series A-1, Restructured, 5.00%, 07/01/58 |
3,602 | 3,514,378 | ||||||
| Series A-2, Restructured, 4.78%, 07/01/58 |
390 | 366,960 | ||||||
| Series A-2, Restructured, 4.33%, 07/01/40 |
10,319 | 9,759,947 | ||||||
| Series B-1, Restructured, 4.75%, 07/01/53 |
620 | 585,688 | ||||||
| Series B-2, Restructured, 4.78%, 07/01/58 |
601 | 565,638 | ||||||
| Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, CAB, Series A-1, Restructured, 0.00%, 07/01/46(b) |
6,358 | 1,792,428 | ||||||
|
|
|
|||||||
| Total Municipal Bonds in Puerto Rico |
18,993,551 | |||||||
|
|
|
|||||||
| Total Municipal Bonds — 159.5% |
||||||||
| (Cost: $587,227,321) |
590,206,576 | |||||||
|
|
|
|||||||
| Municipal Bonds Transferred to Tender Option Bond Trusts(e) | ||||||||
| New York — 3.8% | ||||||||
| County/City/Special District/School District — 0.7% | ||||||||
| City of New York New York, GO, Sub-Series 1-I, 5.00%, 03/01/36 |
2,500 | 2,526,525 | ||||||
|
|
|
|||||||
| Housing — 0.9% | ||||||||
| New York City Housing Development Corp., Refunding |
||||||||
| RB, Series A, 4.25%, 11/01/43 |
3,314 | 3,237,736 | ||||||
|
|
|
|||||||
| S C H E D U L E O F I N V E S T M E N T S |
15 |
| Schedule of Investments (continued) July 31, 2023 |
BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) (Percentages shown are based on Net Assets) |
| Security | Par (000) |
Value | ||||||
| Transportation — 2.2% | ||||||||
| Hudson Yards Infrastructure Corp., Refunding RB, |
||||||||
| Series A, 5.00%, 02/15/42 |
$ | 4,500 | $ | 4,703,285 | ||||
| Port Authority of New York & New Jersey, Refunding |
||||||||
| ARB, AMT, 231st Series, 5.50%, 08/01/47(f) |
3,193 | 3,490,602 | ||||||
|
|
|
|||||||
| 8,193,887 | ||||||||
|
|
|
|||||||
| Total Municipal Bonds in New York |
13,958,148 | |||||||
|
|
|
|||||||
| Total Municipal Bonds Transferred to Tender Option Bond Trusts — 3.8% |
|
|||||||
| (Cost: $13,866,748) |
13,958,148 | |||||||
|
|
|
|||||||
| Total Long-Term Investments — 163.3% |
||||||||
| (Cost: $601,094,069) |
604,164,724 | |||||||
|
|
|
|||||||
| Shares | ||||||||
| Short-Term Securities | ||||||||
| Money Market Funds — 3.9% | ||||||||
| BlackRock Liquidity Funds New York Money Fund Portfolio, 3.74%(g)(h) |
|
14,537,162 |
|
|
14,537,162 |
| ||
|
|
|
|||||||
| Total Short-Term Securities — 3.9% |
||||||||
| (Cost: $14,537,162) |
14,537,162 | |||||||
|
|
|
|||||||
| Total Investments — 167.2% |
||||||||
| (Cost: $615,631,231) |
618,701,886 | |||||||
| Other Assets Less Liabilities — 0.5% |
2,143,876 | |||||||
| Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (2.0)% |
(7,383,790 | ) | ||||||
| VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (65.7)% |
(243,327,736 | ) | ||||||
|
|
|
|||||||
| Net Assets Applicable to Common Shares — 100.0% |
$ | 370,134,236 | ||||||
|
|
|
|||||||
| (a) | 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. |
| (b) | Zero-coupon bond. |
| (c) | Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors. |
| (d) | U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par. |
| (e) | 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. |
| (f) | All or a portion of the security is subject to a recourse agreement. The aggregate maximum potential amount the Trust could ultimately be required to pay under the agreement, which expires on February 1, 2030, is $2,217,957. See Note 4 of the Notes to Financial Statements for details. |
| (g) | Affiliate of the Trust. |
| (h) | Annualized 7-day yield as of period end. |
For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.
Affiliates
Investments in issuers considered to be affiliate(s) of the Trust during the year ended July 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
| Affiliated Issuer | Value at 07/31/22 |
Purchases at Cost |
Proceeds from Sales |
Net Realized Gain (Loss) |
Change
in |
Value at 07/31/23 |
Shares Held at 07/31/23 |
Income | Capital Gain Distributions from Underlying Funds |
|||||||||||||||||||||||||||||||||||
| BlackRock Liquidity Funds New York Money Fund Portfolio |
$ | 620,554 | $ | 13,916,648 | (a) | $ | — | $ | (40) | $ | — | $ | 14,537,162 | 14,537,162 | $ | 224,694 | $ | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| (a) | Represents net amount purchased (sold). |
| 16 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) July 31, 2023 |
BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) |
Derivative Financial Instruments Outstanding as of Period End
Futures Contracts
| Description | Number of Contracts |
Expiration Date |
Notional Amount (000) |
Value/ Unrealized Appreciation (Depreciation) |
||||||||||||
| Short Contracts |
||||||||||||||||
| 10-Year U.S. Treasury Note |
42 | 09/20/23 | $ | 4,682 | $ | (13,841 | ) | |||||||||
| U.S. Long Bond |
50 | 09/20/23 | 6,231 | (27,135 | ) | |||||||||||
| 5-Year U.S. Treasury Note |
47 | 09/29/23 | 5,023 | (12,179 | ) | |||||||||||
|
|
|
|||||||||||||||
| $ | (53,155 | ) | ||||||||||||||
|
|
|
|||||||||||||||
Derivative Financial Instruments Categorized by Risk Exposure
As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:
| Commodity Contracts |
Credit Contracts |
Equity Contracts |
Foreign Currency Exchange Contracts |
Interest Rate Contracts |
Other Contracts |
Total | ||||||||||||||||||||||
| Liabilities — Derivative Financial Instruments |
||||||||||||||||||||||||||||
| Futures contracts |
||||||||||||||||||||||||||||
| Unrealized depreciation on futures contracts(a) |
$ | — | $ | — | $ | — | $ | — | $ | 53,155 | $ | — | $ | 53,155 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (a) | Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss). |
For the period ended July 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:
| Commodity Contracts |
Credit Contracts |
Equity Contracts |
Foreign Currency Exchange Contracts |
Interest Rate Contracts |
Other Contracts |
Total | ||||||||||||||||||||||
| Net Realized Gain (Loss) from: |
||||||||||||||||||||||||||||
| Futures contracts |
$ | — | $ | — | $ | — | $ | — | $ | 2,619,252 | $ | — | $ | 2,619,252 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net Change in Unrealized Appreciation (Depreciation) on: |
||||||||||||||||||||||||||||
| Futures contracts |
$ | — | $ | — | $ | — | $ | — | $ | 2,400,866 | $ | — | $ | 2,400,866 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Average Quarterly Balances of Outstanding Derivative Financial Instruments
|
|
||||
| Futures contracts: |
||||
| Average notional value of contracts — short |
$ | 37,892,147 | ||
|
|
||||
For more information about the Trust’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.
Fair Value Hierarchy as of Period End
Various inputs are used in determining the fair value of financial instruments. For 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 |
$ | — | $ | 590,206,576 | $ | — | $ | 590,206,576 | ||||||||||||||||||||
| Municipal Bonds Transferred to Tender Option Bond Trusts |
— | 13,958,148 | — | 13,958,148 | ||||||||||||||||||||||||
| S C H E D U L E O F I N V E S T M E N T S |
17 |
| Schedule of Investments (continued) July 31, 2023 |
BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) |
Fair Value Hierarchy as of Period End (continued)
|
|
||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
| Short-Term Securities |
||||||||||||||||||||||||||||
| Money Market Funds |
$ | 14,537,162 | $ | — | $ | — | $ | 14,537,162 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| $ | 14,537,162 | $ | 604,164,724 | $ | — | $ | 618,701,886 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Derivative Financial Instruments(a) |
||||||||||||||||||||||||||||
| Liabilities |
||||||||||||||||||||||||||||
| Interest Rate Contracts |
$ | (53,155 | ) | $ | — | $ | — | $ | (53,155 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| (a) | Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
The Trust may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, such assets and/or liabilities are categorized within the fair value hierarchy as follows:
|
|
||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
| Liabilities |
||||||||||||||||||||||||||||
| TOB Trust Certificates |
$ | — | $ | (7,283,906 | ) | $ | — | $ | (7,283,906 | ) | ||||||||||||||||||
| VRDP Shares at Liquidation Value |
— | (243,600,000 | ) | — | (243,600,000 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| $ | — | $ | (250,883,906 | ) | $ | — | $ | (250,883,906 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
See notes to financial statements.
| 18 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments July 31, 2023 |
BlackRock Virginia Municipal Bond Trust (BHV) (Percentages shown are based on Net Assets) |
| Security | Par (000) |
Value | ||||||
| Municipal Bonds |
||||||||
| Alabama — 5.3% | ||||||||
| Corporate — 5.3% | ||||||||
| Black Belt Energy Gas District, Refunding RB, |
||||||||
| Series D-1, 5.50%, 06/01/49(a)(b) |
$ | 1,015 | $ | 1,068,497 | ||||
|
|
|
|||||||
| California — 1.6% | ||||||||
| Tobacco — 1.6% | ||||||||
| California County Tobacco Securitization Agency, RB, |
||||||||
| Series D, 0.00%, 06/01/55(c) |
4,680 | 329,598 | ||||||
|
|
|
|||||||
| District of Columbia — 11.0% | ||||||||
| Tobacco — 3.0% | ||||||||
| District of Columbia Tobacco Settlement Financing Corp., RB, Series C, 0.00%, 06/15/55(c) |
6,000 | 597,228 | ||||||
|
|
|
|||||||
| Transportation — 8.0% | ||||||||
| Washington Metropolitan Area Transit Authority, RB, |
||||||||
| Series B, 5.00%, 07/01/37 |
1,500 | 1,594,725 | ||||||
|
|
|
|||||||
| Total Municipal Bonds in District of Columbia |
2,191,953 | |||||||
|
|
|
|||||||
| Puerto Rico — 5.4% | ||||||||
| State — 5.4% | ||||||||
| Puerto Rico Sales Tax Financing Corp. Sales Tax |
||||||||
| Revenue, RB |
||||||||
| Series A-1, Restructured, 4.75%, 07/01/53 |
127 | 120,000 | ||||||
| Series A-1, Restructured, 5.00%, 07/01/58 |
478 | 466,372 | ||||||
| Series A-2, Restructured, 4.78%, 07/01/58 |
129 | 121,379 | ||||||
| Series A-2, Restructured, 4.33%, 07/01/40 |
391 | 369,817 | ||||||
|
|
|
|||||||
| Total Municipal Bonds in Puerto Rico |
1,077,568 | |||||||
| Virginia — 105.5% | ||||||||
| County/City/Special District/School District — 10.3% |
||||||||
| Ballston Quarter Community Development Authority, TA, |
||||||||
| Series A, AMT, 5.38%, 03/01/36 |
235 | 188,100 | ||||||
| City of Alexandria Virginia, GO, Series B, 4.00%, 12/15/52 |
1,375 | 1,359,687 | ||||||
| City of Norfolk Virginia, Refunding GO, Series A, (SAW), 5.00%, 08/01/23(d) |
500 | 500,000 | ||||||
|
|
|
|||||||
| 2,047,787 | ||||||||
| Education — 9.8% |
||||||||
| Virginia College Building Authority, Refunding RB |
||||||||
| (NPFGC), 5.25%, 01/01/26 |
315 | 324,142 | ||||||
| (NPFGC), 5.25%, 01/01/31 |
1,000 | 1,125,698 | ||||||
| Virginia Small Business Financing Authority, Refunding RB, 4.00%, 10/01/38 |
500 | 500,035 | ||||||
|
|
|
|||||||
| 1,949,875 | ||||||||
| Health — 26.2% | ||||||||
| Danville Industrial Development Authority, Refunding RB, (AMBAC), 5.25%, 10/01/28(e) |
430 | 441,360 | ||||||
| Fairfax County Economic Development Authority, RB, Series A, 5.00%, 12/01/23(d) |
500 | 502,699 | ||||||
| Fairfax County Industrial Development Authority, RB, Series A, 5.00%, 05/15/44 |
450 | 454,650 | ||||||
| Henrico County Economic Development Authority, RB, Class A, 5.00%, 10/01/47 |
1,000 | 1,020,697 | ||||||
| Henrico County Economic Development Authority, Refunding RB 4.25%, 06/01/26 |
145 | 142,721 | ||||||
| 4.00%, 10/01/50 |
250 | 213,215 | ||||||
| Security | Par (000) |
Value | ||||||
| Health (continued) |
||||||||
| Norfolk Redevelopment & Housing Authority, RB, |
||||||||
| Series B, 4.00%, 01/01/25 |
$ | 200 | $ | 194,989 | ||||
| Rockingham County Economic Development Authority, Refunding RB, Series A, 3.00%, 11/01/46 |
|
820 |
|
|
638,396 |
| ||
| Virginia Beach Development Authority, Refunding RB, 4.00%, 09/01/48 |
250 | 186,750 | ||||||
| Winchester Economic Development Authority, Refunding RB |
||||||||
| 5.00%, 01/01/44 |
1,000 | 1,025,170 | ||||||
| Series A, 5.00%, 01/01/24(d) |
400 | 402,732 | ||||||
|
|
|
|||||||
| 5,223,379 | ||||||||
| Housing — 12.2% | ||||||||
| Virginia Housing Development Authority, RB, M/F Housing |
||||||||
| Series B, 4.00%, 06/01/53 |
625 | 546,409 | ||||||
| Series B, 5.00%, 03/01/65 |
1,000 | 1,026,573 | ||||||
| Series F, 5.25%, 10/01/38 |
250 | 250,218 | ||||||
| Series G, 5.15%, 11/01/52 |
600 | 623,155 | ||||||
|
|
|
|||||||
| 2,446,355 | ||||||||
| State — 21.5% | ||||||||
| Cherry Hill Community Development Authority, SAB, 5.40%, 03/01/45(f) |
250 | 250,058 | ||||||
| Dulles Town Center Community Development Authority, |
||||||||
| Refunding SAB, 4.25%, 03/01/26 |
500 | 485,597 | ||||||
| Lower Magnolia Green Community Development |
||||||||
| Authority, SAB, 5.00%, 03/01/35(f) |
235 | 235,183 | ||||||
| Virginia College Building Authority, RB 4.00%, 02/01/42 |
1,000 | 1,013,460 | ||||||
| 4.00%, 02/01/43 |
500 | 500,138 | ||||||
| (SAW), 4.00%, 09/01/47 |
605 | 599,452 | ||||||
| Virginia Resources Authority, RB |
||||||||
| Class B, 5.25%, 11/01/47 |
500 | 560,162 | ||||||
| Series A, 4.00%, 11/01/43 |
640 | 641,224 | ||||||
|
|
|
|||||||
| 4,285,274 | ||||||||
| Tobacco — 7.1% | ||||||||
| Tobacco Settlement Financing Corp., Refunding RB |
||||||||
| Series B-1, 5.00%, 06/01/47 |
985 | 926,500 | ||||||
| Series B-2, Convertible, 5.20%, 06/01/46(g) |
500 | 484,785 | ||||||
|
|
|
|||||||
| 1,411,285 | ||||||||
| Transportation — 6.7% | ||||||||
| Fairfax County Economic Development Authority, RB, 5.00%, 04/01/36 |
775 | 832,346 | ||||||
| Virginia Small Business Financing Authority, RB, AMT, 5.00%, 12/31/52 |
500 | 503,108 | ||||||
|
|
|
|||||||
| 1,335,454 | ||||||||
| Utilities — 11.7% | ||||||||
| City of Richmond Virginia Public Utility Revenue, RB, Series A, 3.00%, 01/15/45 |
500 | 409,471 | ||||||
| County of Henrico Virginia Water & Sewer Revenue, Refunding RB, 5.00%, 05/01/26(d) |
1,065 | 1,122,327 | ||||||
| S C H E D U L E O F I N V E S T M E N T S |
19 |
| Schedule of Investments (continued) July 31, 2023 |
BlackRock Virginia Municipal Bond Trust (BHV) (Percentages shown are based on Net Assets) |
| Security | Par (000) |
Value | ||||||
| Utilities (continued) |
||||||||
| Fairfax County Water Authority, RB, 4.00%, 04/01/47 |
$ | 500 | $ | 498,585 | ||||
| Fairfax County Water Authority, Refunding RB, 5.00%, 04/01/44 |
300 | 315,552 | ||||||
|
|
|
|||||||
| 2,345,935 | ||||||||
|
|
|
|||||||
| Total Municipal Bonds in Virginia |
21,045,344 | |||||||
|
|
|
|||||||
| Total Municipal Bonds — 128.8% (Cost: $25,831,275) |
|
25,712,960 |
| |||||
|
|
|
|||||||
| Municipal Bonds Transferred to Tender Option Bond Trusts(h) | ||||||||
| Virginia — 19.2% |
||||||||
| County/City/Special District/School District — 19.2% | ||||||||
| Hampton Roads Transportation Accountability Commission, RB, Series A, 4.00%, 07/01/57 |
4,000 | 3,824,238 | ||||||
|
|
|
|||||||
| Total Municipal Bonds in Virginia |
3,824,238 | |||||||
|
|
|
|||||||
| Total Municipal Bonds Transferred to Tender Option Bond Trusts — 19.2% |
||||||||
| (Cost: $3,868,380) |
3,824,238 | |||||||
|
|
|
|||||||
| Total Long-Term Investments — 148.0% |
||||||||
| (Cost: $29,699,655) |
29,537,198 | |||||||
|
|
|
|||||||
| Shares | ||||||||
| Short-Term Securities | ||||||||
| Money Market Funds — 24.2% |
||||||||
| BlackRock Liquidity Funds, MuniCash, Institutional Class, 3.57%(i)(j) |
4,819,412 | 4,819,412 | ||||||
| Total Short-Term Securities — 24.2% (Cost: $4,818,878) |
|
4,819,412 |
| |||||
| Total Investments — 172.2% (Cost: $34,518,533) |
|
34,356,610 |
| |||||
| Liabilities in Excess of Other Assets — (4.3)% |
|
(841,032 | ) | |||||
| Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (10.0)% |
(2,005,439 | ) | ||||||
| VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (57.9)% |
(11,553,922 | ) | ||||||
|
|
|
|||||||
| Net Assets Applicable to Common Shares — 100.0% |
|
$ | 19,956,217 | |||||
|
|
|
|||||||
| (a) | 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. |
| (b) | When-issued security. |
| (c) | Zero-coupon bond. |
| (d) | U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par. |
| (e) | Security is collateralized by municipal bonds or U.S. Treasury obligations. |
| (f) | 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. |
| (g) | Step coupon security. Coupon rate will either increase (step-up bond) or decrease (step-down bond) at regular intervals until maturity. Interest rate shown reflects the rate currently in effect. |
| (h) | 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. |
| (i) | Affiliate of the Trust. |
| (j) | Annualized 7-day yield as of period end. |
For Trust compliance purposes, the Trust’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.
Affiliates
Investments in issuers considered to be affiliate(s) of the Trust during the year ended July 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
| Affiliated Issuer | Value at 07/31/22 |
Purchases at Cost |
Proceeds from Sales |
Net Realized Gain (Loss) |
Change in Unrealized Appreciation (Depreciation) |
Value at 07/31/23 |
Shares Held at 07/31/23 |
Income | Capital Gain Distributions from Underlying Funds |
|||||||||||||||||||||||||||
| BlackRock Liquidity Funds, MuniCash, Institutional Class |
$ | 1,930,770 | $ | 2,888,358 | (a) | $ | — | $ | 292 | $ | (8 | ) | $ | 4,819,412 | 4,819,412 | $ | 82,859 | $ | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| (a) | Represents net amount purchased (sold). |
| 20 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) July 31, 2023 |
BlackRock Virginia Municipal Bond Trust (BHV) |
Derivative Financial Instruments Categorized by Risk Exposure
For the period ended July 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:
| Commodity Contracts |
Credit Contracts |
Equity Contracts |
Foreign Currency Exchange Contracts |
Interest Rate Contracts |
Other Contracts |
Total | ||||||||||||||||||||||
| Net Realized Gain (Loss) from: |
||||||||||||||||||||||||||||
| Futures contracts |
$ | — | $ | — | $ | — | $ | — | $ | 85,033 | $ | — | $ | 85,033 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net Change in Unrealized Appreciation (Depreciation) on: | ||||||||||||||||||||||||||||
| Futures contracts |
$ | — | $ | — | $ | — | $ | — | $ | 22,027 | $ | — | $ | 22,027 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Average Quarterly Balances of Outstanding Derivative Financial Instruments
| Futures contracts: |
||||
| Average notional value of contracts — short |
$ | 2,347,387 |
For more information about the Trust’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.
Fair Value Hierarchy as of Period End
Various inputs are used in determining the fair value of financial instruments. For 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 |
$ | — | $ | 25,712,960 | $ | — | $ | 25,712,960 | ||||||||
| Municipal Bonds Transferred to Tender Option Bond Trusts |
— | 3,824,238 | — | 3,824,238 | ||||||||||||
| Short-Term Securities |
||||||||||||||||
| Money Market Funds |
4,819,412 | — | — | 4,819,412 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 4,819,412 | $ | 29,537,198 | $ | — | $ | 34,356,610 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The Trust may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, such assets and/or liabilities are categorized within the fair value hierarchy as follows:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities |
||||||||||||||||
| TOB Trust Certificates |
$ | — | $ | (2,000,000 | ) | $ | — | $ | (2,000,000 | ) | ||||||
| VRDP Shares at Liquidation Value |
— | (11,600,000 | ) | — | (11,600,000 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | — | $ | (13,600,000 | ) | $ | — | $ | (13,600,000 | ) | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
See notes to financial statements.
| S C H E D U L E O F I N V E S T M E N T S |
21 |
Statements of Assets and Liabilities
July 31, 2023
| MHN | BHV | |||||||
| ASSETS |
||||||||
| Investments, at value — unaffiliated(a) |
$ | 604,164,724 | $ | 29,537,198 | ||||
| Investments, at value — affiliated(b) |
14,537,162 | 4,819,412 | ||||||
| Cash pledged for futures contracts |
345,000 | — | ||||||
| Receivables: |
||||||||
| Dividends — affiliated |
42,796 | 10,827 | ||||||
| Interest — unaffiliated |
6,268,335 | 269,510 | ||||||
| Prepaid expenses |
29,090 | 13,262 | ||||||
|
|
|
|
|
|||||
| Total assets |
625,387,107 | 34,650,209 | ||||||
|
|
|
|
|
|||||
| ACCRUED LIABILITIES |
||||||||
| Bank overdraft |
50,346 | 2,314 | ||||||
| Payables: |
||||||||
| Investments purchased |
3,637,283 | 1,063,263 | ||||||
| Accounting services fees |
40,325 | 4,443 | ||||||
| Capital shares redeemed |
81,565 | — | ||||||
| Custodian fees |
3,319 | 753 | ||||||
| Income dividend distributions — Common Shares |
108,159 | 648 | ||||||
| Interest expense and fees |
99,884 | 5,439 | ||||||
| Investment advisory fees |
289,443 | 14,460 | ||||||
| Trustees’ and Officer’s fees |
212,412 | 11,174 | ||||||
| Other accrued expenses |
14,742 | 5,161 | ||||||
| Professional fees |
58,359 | 28,514 | ||||||
| Transfer agent fees |
15,544 | 3,901 | ||||||
| Variation margin on futures contracts |
29,848 | — | ||||||
|
|
|
|
|
|||||
| Total accrued liabilities |
4,641,229 | 1,140,070 | ||||||
|
|
|
|
|
|||||
| OTHER LIABILITIES |
||||||||
| TOB Trust Certificates |
7,283,906 | 2,000,000 | ||||||
| VRDP Shares, at liquidation value of $100,000 per share, net of deferred offering costs(c)(d)(e) |
243,327,736 | 11,553,922 | ||||||
|
|
|
|
|
|||||
| Total other liabilities |
250,611,642 | 13,553,922 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
255,252,871 | 14,693,992 | ||||||
|
|
|
|
|
|||||
| Commitments and contingent liabilities |
||||||||
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
$ | 370,134,236 | $ | 19,956,217 | ||||
|
|
|
|
|
|||||
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS CONSIST OF |
||||||||
| Paid-in capital(f)(g)(h) |
$ | 424,314,725 | $ | 22,780,570 | ||||
| Accumulated loss |
(54,180,489 | ) | (2,824,353 | ) | ||||
|
|
|
|
|
|||||
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
$ | 370,134,236 | $ | 19,956,217 | ||||
|
|
|
|
|
|||||
| Net asset value per Common Share |
$ | 12.12 | $ | 12.44 | ||||
|
|
|
|
|
|||||
| (a) Investments, at cost — unaffiliated |
$ | 601,094,069 | $ | 29,699,655 | ||||
| (b) Investments, at cost — affiliated |
$ | 14,537,162 | $ | 4,818,878 | ||||
| (c) Preferred Shares outstanding |
2,436 | 116 | ||||||
| (d) Preferred Shares authorized |
14,956 | Unlimited | ||||||
| (e) Par value per Preferred Share |
$ | 0.10 | $ | 0.001 | ||||
| (f) Common Shares outstanding |
30,535,000 | 1,604,577 | ||||||
| (g) Common Shares authorized |
199,985,044 | Unlimited | ||||||
| (h) Par value per Common Share |
$ | 0.10 | $ | 0.001 | ||||
See notes to financial statements.
| 22 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Year Ended July 31, 2023
| MHN | BHV | |||||||
| INVESTMENT INCOME |
||||||||
| Dividends — affiliated |
$ | 224,694 | $ | 82,859 | ||||
| Interest — unaffiliated |
25,130,839 | 1,315,530 | ||||||
|
|
|
|
|
|||||
| Total investment income |
25,355,533 | 1,398,389 | ||||||
|
|
|
|
|
|||||
| EXPENSES |
||||||||
| Investment advisory |
3,445,306 | 218,984 | ||||||
| Accounting services |
93,152 | 12,771 | ||||||
| Professional |
64,331 | 54,900 | ||||||
| Rating agency |
53,901 | 49,901 | ||||||
| Transfer agent |
34,255 | 22,641 | ||||||
| Trustees and Officer |
27,375 | 2,147 | ||||||
| Liquidity fees |
24,811 | — | ||||||
| Remarketing fees on Preferred Shares |
24,360 | — | ||||||
| Registration |
10,510 | 8,262 | ||||||
| Printing and postage |
8,610 | 6,939 | ||||||
| Custodian |
8,553 | 1,733 | ||||||
| Miscellaneous |
18,583 | 15,141 | ||||||
|
|
|
|
|
|||||
| Total expenses excluding interest expense, fees and amortization of offering costs |
3,813,747 | 393,419 | ||||||
| Interest expense, fees and amortization of offering costs(a) |
9,132,762 | 489,668 | ||||||
|
|
|
|
|
|||||
| Total expenses |
12,946,509 | 883,087 | ||||||
| Less: |
||||||||
| Fees waived and/or reimbursed by the Manager |
(338,437 | ) | (46,745 | ) | ||||
|
|
|
|
|
|||||
| Total expenses after fees waived and/or reimbursed |
12,608,072 | 836,342 | ||||||
|
|
|
|
|
|||||
| Net investment income |
12,747,461 | 562,047 | ||||||
|
|
|
|
|
|||||
| REALIZED AND UNREALIZED GAIN (LOSS) |
||||||||
| Net realized gain (loss) from: |
||||||||
| Investments — unaffiliated |
(30,111,812 | ) | (1,554,253 | ) | ||||
| Investments — affiliated |
(40 | ) | 292 | |||||
| Futures contracts |
2,619,252 | 85,033 | ||||||
|
|
|
|
|
|||||
| (27,492,600 | ) | (1,468,928 | ) | |||||
|
|
|
|
|
|||||
| Net change in unrealized appreciation (depreciation) on: |
||||||||
| Investments — unaffiliated |
10,459,884 | 73,233 | ||||||
| Investments — affiliated |
— | (8 | ) | |||||
| Futures contracts |
2,400,866 | 22,027 | ||||||
|
|
|
|
|
|||||
| 12,860,750 | 95,252 | |||||||
|
|
|
|
|
|||||
| Net realized and unrealized loss |
(14,631,850 | ) | (1,373,676 | ) | ||||
|
|
|
|
|
|||||
| NET DECREASE IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS |
$ | (1,884,389 | ) | $ | (811,629 | ) | ||
|
|
|
|
|
|||||
| (a) Related to TOB Trusts and/or VRDP Shares. |
||||||||
See notes to financial statements.
| F I N A N C I A L S T A T E M E N T S |
23 |
Statements of Changes in Net Assets
| MHN | BHV | |||||||||||||||||||||||||||
| Year Ended 07/31/23 |
Period from 09/01/21 to 07/31/22 |
Year Ended 08/31/21 |
Year Ended 07/31/23 |
Period from 09/01/21 to 07/31/22 |
Year Ended 08/31/21 |
|||||||||||||||||||||||
| INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
||||||||||||||||||||||||||||
| OPERATIONS |
||||||||||||||||||||||||||||
| Net investment income |
$ | 12,747,461 | $ | 15,943,162 | $ | 19,618,863 | $ | 562,047 | $ | 747,048 | $ | 874,511 | ||||||||||||||||
| Net realized gain (loss) |
(27,492,600 | ) | (5,054,226 | ) | (134,878 | ) | (1,468,928 | ) | (223,191 | ) | 42,848 | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) |
12,860,750 | (74,499,555 | ) | 9,667,306 | 95,252 | (3,608,202 | ) | 526,647 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations |
(1,884,389 | ) | (63,610,619 | ) | 29,151,291 | (811,629 | ) | (3,084,345 | ) | 1,444,006 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| DISTRIBUTIONS TO COMMON SHAREHOLDERS(a) |
||||||||||||||||||||||||||||
| From net investment income |
(11,461,512 | ) | (18,041,007 | ) | (20,266,947 | ) | (521,222 | ) | (806,411 | ) | (878,735 | ) | ||||||||||||||||
| Return of capital |
(2,133,697 | ) | — | — | (95,859 | ) | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Decrease in net assets resulting from distributions to Common Shareholders |
(13,595,209 | ) | (18,041,007 | ) | (20,266,947 | ) | (617,081 | ) | (806,411 | ) | (878,735 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| CAPITAL SHARE TRANSACTIONS |
||||||||||||||||||||||||||||
| Reinvestment of common distributions |
— | — | — | 728 | 24,836 | 32,475 | ||||||||||||||||||||||
| Redemption of shares resulting from share repurchase program (including transaction costs) |
(6,123,353 | ) | — | — | (75,425 | ) | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net increase (decrease) in net assets derived from capital share transactions |
(6,123,353 | ) | — | — | (74,697 | ) | 24,836 | 32,475 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
||||||||||||||||||||||||||||
| Total increase (decrease) in net assets applicable to Common Shareholders |
(21,602,951 | ) | (81,651,626 | ) | 8,884,344 | (1,503,407 | ) | (3,865,920 | ) | 597,746 | ||||||||||||||||||
| Beginning of period |
391,737,187 | 473,388,813 | 464,504,469 | 21,459,624 | 25,325,544 | 24,727,798 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| End of period |
$ | 370,134,236 | $ | 391,737,187 | $ | 473,388,813 | $ | 19,956,217 | $ | 21,459,624 | $ | 25,325,544 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (a) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
See notes to financial statements.
| 24 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Year Ended July 31, 2023
| MHN | BHV | |||||||
| CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES |
||||||||
| Net decrease in net assets resulting from operations |
$ | (1,884,389 | ) | $ | (811,629 | ) | ||
| Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities: |
||||||||
| Proceeds from sales of long-term investments |
304,454,786 | 12,258,862 | ||||||
| Purchases of long-term investments |
(261,563,073 | ) | (8,337,143 | ) | ||||
| Net purchases of short-term securities |
(13,916,648 | ) | (2,888,358 | ) | ||||
| Amortization of premium and accretion of discount on investments and other fees |
2,500,592 | 38,459 | ||||||
| Net realized loss on investments |
30,111,852 | 1,553,961 | ||||||
| Net unrealized appreciation on investments |
(10,459,884 | ) | (73,225 | ) | ||||
| (Increase) Decrease in Assets |
||||||||
| Receivables |
||||||||
| Dividends — affiliated |
(39,961 | ) | (9,916 | ) | ||||
| Interest — unaffiliated |
139,227 | 873 | ||||||
| Prepaid expenses |
76,656 | 24,328 | ||||||
| Increase (Decrease) in Liabilities |
||||||||
| Payables |
||||||||
| Accounting services fees |
(33,535 | ) | (4,078 | ) | ||||
| Custodian fees |
(3,578 | ) | (360 | ) | ||||
| Interest expense and fees |
31,150 | 1,559 | ||||||
| Investment advisory fees |
(324,582 | ) | (15,032 | ) | ||||
| Trustees’ and Officer’s fees |
(17,756 | ) | 612 | |||||
| Other accrued expenses |
(4,115 | ) | (9,892 | ) | ||||
| Professional fees |
(15,680 | ) | (5,204 | ) | ||||
| Transfer agent fees |
(5,876 | ) | (2,396 | ) | ||||
| Variation margin on futures contracts |
(22,328 | ) | (1,482 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
49,022,858 | 1,719,939 | ||||||
|
|
|
|
|
|||||
| CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES |
||||||||
| Cash dividends paid to Common Shareholders |
(14,872,425 | ) | (688,898 | ) | ||||
| Repayments of TOB Trust Certificates |
(32,814,093 | ) | (1,000,000 | ) | ||||
| Repayments of Loan for TOB Trust Certificates |
(1,321,238 | ) | — | |||||
| Net payments on Common Shares redeemed including change in redemptions payable |
(6,041,788 | ) | (75,425 | ) | ||||
| Proceeds from TOB Trust Certificates |
3,571,238 | — | ||||||
| Proceeds from Loan for TOB Trust Certificates |
1,321,238 | — | ||||||
| Increase in bank overdraft |
50,346 | 2,314 | ||||||
| Amortization of deferred offering costs |
17,864 | 3,070 | ||||||
|
|
|
|
|
|||||
| Net cash used for financing activities |
(50,088,858 | ) | (1,758,939 | ) | ||||
|
|
|
|
|
|||||
| CASH |
||||||||
| Net decrease in restricted and unrestricted cash |
(1,066,000 | ) | (39,000 | ) | ||||
| Restricted and unrestricted cash at beginning of year |
1,411,000 | 39,000 | ||||||
|
|
|
|
|
|||||
| Restricted and unrestricted cash at end of year |
$ | 345,000 | $ | — | ||||
|
|
|
|
|
|||||
| SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION |
||||||||
| Cash paid during the year for interest expense |
$ | 9,083,748 | $ | 485,039 | ||||
|
|
|
|
|
|||||
| NON-CASH FINANCING ACTIVITIES |
||||||||
| Reinvestment of common distributions |
$ | — | $ | 728 | ||||
|
|
|
|
|
|||||
| RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE END OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES |
||||||||
| Cash pledged |
||||||||
| Futures contracts |
345,000 | — | ||||||
|
|
|
|
|
|||||
| $ | 345,000 | $ | — | |||||
|
|
|
|
|
|||||
See notes to financial statements.
| F I N A N C I A L S T A T E M E N T S |
25 |
(For a share outstanding throughout each period)
| MHN | ||||||||||||||||||||||||||||||||||||||||||||
| Year Ended 07/31/23 |
|
Period from 09/01/21 to 07/31/22 |
|
Year Ended 08/31/21 |
Year Ended 08/31/20 |
Year Ended 08/31/19 |
Year Ended 08/31/18 |
|||||||||||||||||||||||||||||||||||||
| Net asset value, beginning of period |
$ | 12.58 | $ | 15.21 | $ | 14.92 | $ | 15.31 | $ | 14.27 | $ | 14.93 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Net investment income(a) |
0.41 | 0.51 | 0.63 | 0.60 | 0.55 | 0.60 | ||||||||||||||||||||||||||||||||||||||
| Net realized and unrealized gain (loss) |
(0.43 | ) | (2.56 | ) | 0.31 | (0.43 | ) | 1.02 | (0.64 | ) | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Net increase (decrease) from investment operations |
(0.02 | ) | (2.05 | ) | 0.94 | 0.17 | 1.57 | (0.04 | ) | |||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Distributions to Common Shareholders(b) |
||||||||||||||||||||||||||||||||||||||||||||
| From net investment income |
(0.37 | ) | (0.58 | ) | (0.65 | ) | (0.56 | ) | (0.53 | ) | (0.62 | ) | ||||||||||||||||||||||||||||||||
| Return of capital |
(0.07 | ) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Total distributions to Common Shareholders |
(0.44 | ) | (0.58 | ) | (0.65 | ) | (0.56 | ) | (0.53 | ) | (0.62 | ) | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Net asset value, end of period |
$ | 12.12 | $ | 12.58 | $ | 15.21 | $ | 14.92 | $ | 15.31 | $ | 14.27 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Market price, end of period |
$ | 10.44 | $ | 11.23 | $ | 14.74 | $ | 13.79 | $ | 13.74 | $ | 12.35 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Total Return Applicable to Common Shareholders(c) |
||||||||||||||||||||||||||||||||||||||||||||
| Based on net asset value |
0.53 | % | (13.49 | )%(d) | 6.70 | % | 1.54 | % | 11.88 | % | 0.22 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Based on market price |
(3.00 | )% | (20.31 | )%(d) | 11.88 | % | 4.57 | % | 16.02 | % | (9.82 | )% | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Ratios to Average Net Assets Applicable to Common Shareholders(e) |
||||||||||||||||||||||||||||||||||||||||||||
| Total expenses |
3.52 | % | 1.78 | %(f) | 1.57 | % | 2.15 | % | 2.62 | % | 2.45 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Total expenses after fees waived and/or reimbursed |
3.43 | % | 1.70 | %(f) | 1.51 | % | 2.09 | % | 2.55 | % | 2.36 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs(g)(h) |
0.95 | % | 0.94 | %(f) | 0.95 | % | 0.94 | % | 0.94 | % | 0.94 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Net investment income to Common Shareholders |
3.47 | % | 4.05 | %(f) | 4.17 | % | 4.03 | % | 3.82 | % | 4.15 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Supplemental Data |
||||||||||||||||||||||||||||||||||||||||||||
| Net assets applicable to Common Shareholders, end of period (000) |
$ | 370,134 | $ | 391,737 | $ | 473,389 | $ | 464,504 | $ | 476,549 | $ | 444,369 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| VRDP Shares outstanding at $100,000 liquidation value, end of period (000) |
$ | 243,600 | $ | 243,600 | $ | 243,600 | $ | 243,600 | $ | 243,600 | $ | 243,600 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Asset coverage per VRDP Shares at $100,000 liquidation value, end of period |
$ | 247,532 | (i) | $ | 239,843 | (i) | $ | 294,330 | (j) | $ | 290,683 | (j) | $ | 295,628 | (j) | $ | 282,417 | (j) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| TOB Trust Certificates, end of period (000) |
$ | 7,284 | $ | 36,527 | $ | 56,376 | $ | 63,384 | $ | 55,899 | $ | 64,262 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Asset coverage per $1,000 of TOB Trust Certificates, end of period(k) |
$ | 85,220 | $ | 18,386 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Portfolio turnover rate |
43 | % | 29 | % | 14 | % | 10 | % | 23 | % | 15 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| (a) | Based on average Common Shares outstanding. |
| (b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| (c) | Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices. |
| (d) | Not annualized. |
| (e) | Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
| (f) | Annualized. |
| (g) | Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details. |
| (h) | The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows: |
| Year Ended 07/31/23 |
Period from 09/01/21 to 07/31/22 |
Year Ended 08/31/21 |
Year Ended 08/31/20 |
Year Ended 08/31/19 |
Year Ended 08/31/18 |
|||||||||||||||||||
| Expense ratios |
0.94 | % | 0.93 | % | 0.94 | % | 0.93 | % | 0.93 | % | 0.94 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (i) | Calculated by subtracting the Trust’s total liabilities (not including VRDP Shares and TOBs) from the Trust’s total assets and dividing this by the sum of the amount of TOBs and liquidation value of the VRDP Shares, and by multiplying the results by 100,000. |
| (j) | Calculated by subtracting the Trust’s total liabilities (not including VRDP Shares) from the Trust’s total assets and dividing this by the liquidation value of the VRDP Shares, and by multiplying the results by 100,000. |
| (k) | Effective July 18, 2022, TOB Trust Certificates are treated as senior securities pursuant to Rule 18f-4 of the 1940 Act. Calculated by subtracting the Trust’s total liabilities (not including VRDP Shares and TOBs) from the Trust’s total assets and dividing this by the amount of TOBs, and by multiplying the results by 1,000. |
See notes to financial statements.
| 26 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Financial Highlights (continued)
(For a share outstanding throughout each period)
| BHV | ||||||||||||||||||||||||||||||||||||||||||||
| Year Ended 07/31/23 |
|
Period from 09/01/21 to 07/31/22 |
|
Year Ended 08/31/21 |
Year Ended 08/31/20 |
Year Ended 08/31/19 |
Year Ended 08/31/18 |
|||||||||||||||||||||||||||||||||||||
| Net asset value, beginning of period |
$ | 13.32 | $ | 15.73 | $ | 15.38 | $ | 15.64 | $ | 14.97 | $ | 15.75 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Net investment income(a) |
0.35 | 0.46 | 0.54 | 0.55 | 0.58 | 0.69 | ||||||||||||||||||||||||||||||||||||||
| Net realized and unrealized gain (loss) |
(0.85 | ) | (2.37 | ) | 0.36 | (0.26 | ) | 0.74 | (0.69 | ) | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Net increase (decrease) from investment operations |
(0.50 | ) | (1.91 | ) | 0.90 | 0.29 | 1.32 | — | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Distributions to Common Shareholders(b) |
||||||||||||||||||||||||||||||||||||||||||||
| From net investment income |
(0.32 | ) | (0.50 | ) | (0.55 | ) | (0.55 | ) | (0.65 | ) | (0.78 | ) | ||||||||||||||||||||||||||||||||
| Return of capital |
(0.06 | ) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Total distributions to Common Shareholders |
(0.38 | ) | (0.50 | ) | (0.55 | ) | (0.55 | ) | (0.65 | ) | (0.78 | ) | ||||||||||||||||||||||||||||||||
|
|
|
|
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|
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| Net asset value, end of period |
$ | 12.44 | $ | 13.32 | $ | 15.73 | $ | 15.38 | $ | 15.64 | $ | 14.97 | ||||||||||||||||||||||||||||||||
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| Market price, end of period |
$ | 10.78 | $ | 14.41 | $ | 18.75 | $ | 16.09 | $ | 16.54 | $ | 16.56 | ||||||||||||||||||||||||||||||||
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| Total Return Applicable to Common Shareholders(c) |
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| Based on net asset value |
(3.42 | )% | (12.61 | )%(d) | 5.76 | % | 1.87 | % | 8.94 | % | (0.20 | )% | ||||||||||||||||||||||||||||||||
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| Based on market price |
(22.64 | )% | (20.69 | )%(d) | 20.50 | % | 0.77 | % | 4.15 | % | (6.91 | )% | ||||||||||||||||||||||||||||||||
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| Ratios to Average Net Assets Applicable to Common Shareholders(e) |
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| Total expenses |
4.43 | % | 2.60 | %(f)(g) | 2.28 | % | 2.86 | % | 3.37 | % | 2.94 | % | ||||||||||||||||||||||||||||||||
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| Total expenses after fees waived and/or reimbursed |
4.20 | % | 2.38 | %(f)(g) | 2.06 | % | 2.64 | % | 3.15 | % | 2.72 | % | ||||||||||||||||||||||||||||||||
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| Total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs(h)(i) |
1.74 | % | 1.55 | %(f)(g) | 1.43 | % | 1.69 | % | 1.82 | % | 1.70 | % | ||||||||||||||||||||||||||||||||
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| Net investment income to Common Shareholders |
2.82 | % | 3.52 | %(g) | 3.49 | % | 3.63 | % | 3.88 | % | 4.51 | % | ||||||||||||||||||||||||||||||||
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| Supplemental Data |
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| Net assets applicable to Common Shareholders, end of period (000) |
$ | 19,956 | $ | 21,460 | $ | 25,326 | $ | 24,728 | $ | 25,119 | $ | 24,006 | ||||||||||||||||||||||||||||||||
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| VRDP Shares outstanding at $100,000 liquidation value, end of period (000) |
$ | 11,600 | $ | 11,600 | $ | 11,600 | $ | 11,600 | $ | 11,600 | $ | 11,600 | ||||||||||||||||||||||||||||||||
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| Asset coverage per VRDP Shares at $100,000 liquidation value, end of period |
$ | 246,737 | (j) | $ | 246,984 | (j) | $ | 318,324 | (k) | $ | 313,171 | (k) | $ | 316,539 | (k) | $ | 306,947 | (k) | ||||||||||||||||||||||||||
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| TOB Trust Certificates, end of period (000) |
$ | 2,000 | $ | 3,000 | $ | 4,876 | $ | 4,876 | $ | 5,396 | $ | 5,396 | ||||||||||||||||||||||||||||||||
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| Asset coverage per $1,000 of TOB Trust Certificates, end of period(l) |
$ | 16,755 | $ | 12,003 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
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| Portfolio turnover rate |
31 | % | 39 | % | 10 | % | 28 | % | 17 | % | 26 | % | ||||||||||||||||||||||||||||||||
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| (a) | Based on average Common Shares outstanding. |
| (b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| (c) | Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices. |
| (d) | Not annualized. |
| (e) | Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
| (f) | Audit and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs would have been 2.62%, 2.40% and 1.57%, respectively. |
| (g) | Annualized. |
| (h) | Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details. |
| (i) | The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows: |
| Year Ended 07/31/23 |
Period from 09/01/21 to 07/31/22 |
Year Ended 08/31/21 |
Year Ended 08/31/20 |
Year Ended 08/31/19 |
Year Ended 08/31/18 |
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| Expense ratios |
1.74 | % | 1.55 | % | 1.43 | % | 1.40 | % | 1.42 | % | 1.32 | % | ||||||||||||
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| (j) | Calculated by subtracting the Trust’s total liabilities (not including VRDP Shares and TOBs) from the Trust’s total assets and dividing this by the sum of the amount of TOBs and liquidation value of the VRDP Shares, and by multiplying the results by 100,000. |
| (k) | Calculated by subtracting the Trust’s total liabilities (not including VRDP Shares) from the Trust’s total assets and dividing this by the liquidation value of the VRDP Shares, and by multiplying the results by 100,000. |
| F I N A N C I A L H I G H L I G H T S |
27 |
Financial Highlights (continued)
(For a share outstanding throughout each period)
| (l) | Effective July 18, 2022, TOB Trust Certificates are treated as senior securities pursuant to Rule 18f-4 of the 1940 Act. Calculated by subtracting the Trust’s total liabilities (not including VRDP Shares and TOBs) from the Trust’s total assets and dividing this by the amount of TOBs, and by multiplying the results by 1,000. |
See notes to financial statements.
| 28 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
1. ORGANIZATION
The following are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as closed-end management investment companies and are referred to herein collectively as the “Trusts”, or individually as a “Trust”:
| Trust Name | Herein Referred To As | Organized | Diversification Classification | |||
| BlackRock MuniHoldings New York Quality Fund, Inc. |
MHN | Maryland | Non-diversified | |||
| BlackRock Virginia Municipal Bond Trust |
BHV | Delaware | Non-diversified | |||
The Boards of Directors and Boards of Trustees of the Trusts are collectively referred to throughout this report as the “Board,” and the trustees thereof are collectively referred to throughout this report as “Trustees”. The Trusts determine and make available for publication the net asset values (“NAVs”) of their Common Shares on a daily basis.
The Trusts, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, are included in a complex of funds referred to as the BlackRock Fixed-Income Complex.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Trust is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:
Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis.
Collateralization: If required by an exchange or counterparty agreement, the Trusts may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.
Distributions: Distributions from net investment income are declared monthly and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates and made at least annually. The portion of distributions, if any, that exceeds a fund’s current and accumulated earnings and profits, as measured on a tax basis, constitute a non-taxable return of capital. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
Distributions to Preferred Shareholders are accrued and determined as described in Note 10.
Deferred Compensation Plan: Under the Deferred Compensation Plan (the “Plan”) approved by each Board, the trustees who are not “interested persons” of the Trusts, as defined in the 1940 Act (“Independent Trustees”), may defer a portion of their annual complex-wide compensation. Deferred amounts earn an approximate return as though equivalent dollar amounts had been invested in common shares of certain funds in the BlackRock Fixed-Income Complex selected by the Independent Trustees. This has the same economic effect for the Independent Trustees as if the Independent Trustees had invested the deferred amounts directly in certain funds in the BlackRock Fixed-Income Complex.
The Plan is not funded and obligations thereunder represent general unsecured claims against the general assets of each Trust, as applicable. Deferred compensation liabilities, if any, are included in the Trustees’ and Officer’s fees payable in the Statements of Assets and Liabilities and will remain as a liability of the Trusts until such amounts are distributed in accordance with the Plan. 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 Statements 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, a Trust enters into contracts that contain a variety of representations that provide general indemnification. A Trust’s maximum exposure under these arrangements is unknown because it involves future potential claims against a Trust, which cannot be predicted with any certainty.
Other: Expenses directly related to a Trust are charged to that Trust. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.
3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS
Investment Valuation Policies: Each 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 each Trust’s Manager as the valuation designee for each Trust. Each Trust determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies.
| N O T E S T O F I N A N C I A L S T A T E M E N T S |
29 |
Notes to Financial Statements (continued)
If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with 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 each 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. 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 published NAV. |
| · | Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded. |
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 each Trust might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the principles of fair value measurement.
Fair Value Hierarchy: Various inputs are used in determining the fair value of financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial reporting purposes as follows:
| · | Level 1 – Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that each Trust has the ability to access; |
| · | Level 2 – Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs); and |
| · | Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (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
Zero-Coupon Bonds: Zero-coupon bonds are normally issued at a significant discount from face value and do not provide for periodic interest payments. These bonds may experience greater volatility in market value than other debt obligations of similar maturity which provide for regular interest payments.
Forward Commitments, When-Issued and Delayed Delivery Securities: The Trusts may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis. Settlement of such transactions normally occurs within a month or more after the purchase or sale commitment is made. The Trusts may purchase securities under such conditions with the intention of actually acquiring them but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Trusts may be required to pay more at settlement than the security is worth. In addition, a fund is not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, the Trusts assume the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default by the counterparty, the Trusts’ maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions.
Municipal BondsTransferred toTOBTrusts: The Trusts leverage their assets through the use of “TOB Trust” transactions. The funds transfer municipal bonds into a special purpose trust (a “TOB Trust”). A TOB Trust issues two classes of beneficial interests: short-term floating rate interests (“TOB Trust Certificates”), which are sold to third-party
| 30 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Notes to Financial Statements (continued)
investors, and residual inverse floating rate interests (“TOB Residuals”), which are issued to the participating funds that contributed the municipal bonds to the TOB Trust. The TOB Trust Certificates have interest rates that reset weekly and their holders have the option to tender such certificates to the TOB Trust for redemption at par and any accrued interest at each reset date. The TOB Residuals held by a fund provide the fund with the right to cause the holders of a proportional share of the TOB Trust Certificates to tender their certificates to the TOB Trust at par plus accrued interest. The funds may withdraw a corresponding share of the municipal bonds from the TOB Trust. Other funds managed by the investment adviser may also contribute municipal bonds to a TOB Trust into which a fund has contributed bonds. If multiple BlackRock-advised funds participate in the same TOB Trust, the economic rights and obligations under the TOB Residuals will be shared among the funds ratably in proportion to their participation in the TOB Trust.
TOB Trusts are supported by a liquidity facility provided by a third-party bank or other financial institution (the “Liquidity Provider”) that allows the holders of the TOB Trust Certificates to tender their certificates in exchange for payment of par plus accrued interest on any business day. The tendered TOB Trust Certificates are remarketed by a Remarketing Agent. In the event of a failed remarketing, the TOB Trust may draw upon a loan from the Liquidity Provider to purchase the tendered TOB Trust Certificates. Any loans made by the Liquidity Provider will be secured by the purchased TOB Trust Certificates held by the TOB Trust and will be subject to an increased interest rate based on number of days the loan is outstanding.
The TOB Trust may be collapsed without the consent of a fund, upon the occurrence of a termination event as defined in the TOB Trust agreement. Upon the occurrence of a termination event, a TOB Trust would be liquidated with the proceeds applied first to any accrued fees owed to the trustee of the TOB Trust, the Remarketing Agent and the Liquidity Provider. Upon certain termination events, TOB Trust Certificates holders will be paid before the TOB Residuals holders (i.e., the Trusts) whereas in other termination events, TOB Trust Certificates holders and TOB Residuals holders will be paid pro rata.
While a fund’s investment policies and restrictions expressly permit investments in inverse floating rate securities, such as TOB Residuals, they restrict the ability of a fund to borrow money for purposes of making investments. Each Trust’s transfer of the municipal bonds to a TOB Trust is considered a secured borrowing for financial reporting purposes. The cash received by the TOB Trust from the sale of the TOB Trust Certificates, less certain transaction expenses, is paid to a Trust. A Trust typically invests the cash received in additional municipal bonds.
Accounting forTOBTrusts: The municipal bonds deposited into a TOB Trust are presented in a Trust’s Schedule of Investments and the TOB Trust Certificates are shown in Other Liabilities in the Statements of Assets and Liabilities. Any loans drawn by the TOB Trust pursuant to the liquidity facility to purchase tendered TOB Trust Certificates are shown as Loan for TOB Trust Certificates. The carrying amount of a Trust’s payable to the holder of the TOB Trust Certificates, as reported in the Statements of Assets and Liabilities as TOB Trust Certificates, approximates its fair value.
Interest income, including amortization and accretion of premiums and discounts, from the underlying municipal bonds is recorded by a Trust on an accrual basis. Interest expense incurred on the TOB Trust transaction and other expenses related to remarketing, administration, trustee, liquidity and other services to a TOB Trust are shown as interest expense, fees and amortization of offering costs in the Statements of Operations. Fees paid upon creation of the TOB Trust are recorded as debt issuance costs and are amortized to interest expense, fees and amortization of offering costs in the Statements of Operations to the expected maturity of the TOB Trust. In connection with the restructurings of the TOB Trusts to non-bank sponsored TOB Trusts, a Trust incurred non-recurring, legal and restructuring fees, which are recorded as interest expense, fees and amortization of offering costs in the Statements of Operations. Amounts recorded within interest expense, fees and amortization of offering costs in the Statements of Operations are:
| Trust Name |
Interest Expense | Liquidity Fees | Other Expenses | Total | ||||||||||||
| MHN |
$ | 358,094 | $ | 58,023 | $ | 20,279 | $ | 436,396 | ||||||||
| BHV |
57,483 | 7,747 | 2,865 | 68,095 | ||||||||||||
For the year ended July 31, 2023, the following table is a summary of each Trust’s TOB Trusts:
| Trust Name | |
Underlying Municipal Bonds Transferred to TOB Trusts |
(a) |
|
Liability for TOB Trust Certificates |
(b) |
|
Range of Interest Rates on TOB Trust Certificates at Period End |
|
|
Average TOB Trust Certificates Outstanding |
|
|
Daily Weighted Average Rate of Interest and Other Expenses on TOB Trusts |
| |||||
| MHN |
$ | 13,958,148 | $ | 7,283,906 | 4.01% — 4.05% | $ | 14,832,281 | 2.93 | % | |||||||||||
| BHV |
3,824,238 | 2,000,000 | 4.01 — 4.01 | 2,156,164 | 3.15 | |||||||||||||||
| (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 Trusts, as TOB Residuals holders, would be responsible for reimbursement of any payments of principal and interest made by the credit enhancement provider. The maximum potential amounts owed by the Trusts, for such reimbursements, as applicable, are included in the maximum potential amounts disclosed for recourse TOB Trusts in the Schedules of Investments. |
| (b) | TOB Trusts may be structured on a non-recourse or recourse basis. When a Trust invests in TOB Trusts on a non-recourse basis, the Liquidity Provider may be required to make a payment under the liquidity facility to allow the TOB Trust to repurchase TOB Trust Certificates. The Liquidity Provider will be reimbursed from the liquidation of bonds held in the TOB Trust. If a Trust invests in a TOB Trust on a recourse basis, a Trust enters into a reimbursement agreement with the Liquidity Provider where a Trust is required to reimburse the Liquidity Provider for any shortfall between the amount paid by the Liquidity Provider and proceeds received from liquidation of municipal bonds held in the TOB Trust (the “Liquidation Shortfall”). As a result, if a Trust invests in a recourse TOB Trust, a Trust will bear the risk of loss with respect to any Liquidation Shortfall. If multiple funds participate in any such TOB Trust, these losses will be shared ratably, including the maximum potential amounts owed by a Trust at July 31, 2023, in proportion to their participation in the TOB Trust. The recourse TOB Trusts are identified in the Schedules of Investments including the maximum potential amounts owed by a Trust at July 31, 2023. |
| N O T E S T O F I N A N C I A L S T A T E M E N T S |
31 |
Notes to Financial Statements (continued)
For the year ended July 31, 2023, the following table is a summary of each Trust’s Loan for TOB Trust Certificates:
| Trust Name |
|
Loans Outstanding at Period End |
|
|
Range of Interest Rates on Loans at Period End |
|
|
Average Loans Outstanding |
|
|
Daily Weighted Average Rate of Interest and Other Expenses on Loans |
| ||||
| MHN |
$ | — | — | % | $ | 32,578 | 0.71 | % | ||||||||
5. DERIVATIVE FINANCIAL INSTRUMENTS
The Trusts engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Trusts and/or to manage their exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedules of Investments. These contracts may be transacted on an exchange or over-the-counter (“OTC”).
Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).
Futures contracts are exchange-traded agreements between the Trusts and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Trusts are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statements of Assets and Liabilities.
Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Trusts agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.
6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Investment Advisory: Each Trust entered into an Investment Advisory Agreement with the Manager, the Trusts’ investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory and administrative services. The Manager is responsible for the management of each Trust’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Trust.
For such services, MHN pays the Manager a monthly fee at an annual rate equal to a percentage of the Trust’s average daily net assets. For such services, BHV pays the Manager a monthly fee at an annual rate equal to a percentage of the Trust’s average weekly managed assets. The Trusts pay their respective fees based on the following annual rates:
| MHN | BHV | |||||||
| Investment advisory fees |
0.55 | % | 0.65 | % | ||||
For purposes of calculating these fees, “net assets” mean the total assets of the Trust minus the sum of its accrued liabilities (which does not include liabilities represented by TOB Trusts and the liquidation preference of any outstanding preferred shares). It is understood that the liquidation preference of any outstanding preferred stock (other than accumulated dividends) and TOB Trusts is not considered a liability in determining a Trust’s NAV. For purposes of calculating these fees, “managed assets” are determined as total assets of the Trust (including any assets attributable to money borrowed for investment purposes) less the sum of its accrued liabilities (other than money borrowed for investment purposes).
Expense Waivers and Reimbursements: With respect to BHV, the Manager voluntarily agreed to waive a portion of its investment advisory fees as a percentage of the Trust’s average weekly managed assets as follows:
| BHV | ||||
| Waiver |
0.13 | % | ||
This voluntary waiver may be reduced or discontinued at any time. For the year ended July 31, 2023, the investment advisory fees waived, which are included in fees waived and/or reimbursed by the Manager in the Statements of Operations, were as follows:
| Trust Name | Fees Waived and/or Reimbursed by the Manager |
|||
| BHV |
$ | 43,797 | ||
With respect to each Trust, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Trust pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2025. The contractual agreement may be
| 32 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Notes to Financial Statements (continued)
terminated upon 90 days’ notice by a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of a Trust. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended July 31, 2023, the amounts waived were as follows:
| Trust Name | Fees Waived and/or Reimbursed by the Manager |
|||
| MHN |
$ | 4,163 | ||
| BHV |
2,948 | |||
The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of each Trust’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2025. The agreement can be renewed for annual periods thereafter, and may be terminated on 90 days’ notice, each subject to approval by a majority of the Trusts’ Independent Trustees. For the year ended July 31, 2023, there were no fees waived by the Manager pursuant to this arrangement.
The Manager, for MHN, voluntarily agreed to waive its investment advisory fee on the proceeds of the Preferred Shares and TOB Trusts that exceed 35% of total assets minus the sum of its accrued liabilities (which does not include liabilities represented by TOB Trusts and the liquidation preference of any outstanding preferred shares). The voluntary waiver may be reduced or discontinued at any time without notice. This amount is included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended July 31, 2023 the waiver was $334,274.
Trustees and Officers: Certain trustees and/or officers of the Trusts are directors and/or officers of BlackRock or its affiliates. The Trusts reimburse the Manager for a portion of the compensation paid to the Trusts’ Chief Compliance Officer, which is included in Trustees and Officer in the Statements of Operations.
| 7. | PURCHASES AND SALES |
For the year ended July 31, 2023, purchases and sales of investments, excluding short-term securities, were as follows:
| Trust Name | Purchases | Sales | ||||||
| MHN |
$ | 264,280,356 | $ | 304,114,786 | ||||
| BHV |
9,400,406 | 12,258,862 | ||||||
| 8. | INCOME TAX INFORMATION |
It is each Trust’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.
Each Trust files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Trust’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on each Trust’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
Management has analyzed tax laws and regulations and their application to the Trusts as of July 31, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Trusts’ financial statements.
U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAVs per share. As of period end, permanent differences attributable to non-deductible expenses were reclassified to the following accounts:
| Trust Name | Paid-in Capital | Accumulated Earnings (Loss) |
||||||
| MHN |
$ | (15,441 | ) | $ | 15,441 | |||
| BHV |
(2,582 | ) | 2,582 | |||||
The tax character of distributions paid was as follows:
| Trust Name | Year Ended 07/31/23 |
Period from to 07/31/22 |
Year Ended 08/31/21 |
|||||||||
| MHN |
||||||||||||
| Tax-exempt income |
$ | 20,104,822 | $ | 20,656,737 | $ | 22,472,677 | ||||||
| Ordinary income |
35,192 | — | 584 | |||||||||
| Return of capital |
2,133,697 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| $ | 22,273,711 | $ | 20,656,737 | $ | 22,473,261 | |||||||
|
|
|
|
|
|
|
|||||||
| BHV |
||||||||||||
| Tax-exempt income |
$ | 936,036 | $ | 943,437 | $ | 1,000,265 | ||||||
| Ordinary income |
3,689 | — | 162 | |||||||||
| Return of capital |
95,859 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| $ | 1,035,584 | $ | 943,437 | $ | 1,000,427 | |||||||
|
|
|
|
|
|
|
|||||||
| N O T E S T O F I N A N C I A L S T A T E M E N T S |
33 |
Notes to Financial Statements (continued)
As of July 31, 2023, the tax components of accumulated earnings (loss) were as follows:
| Trust Name | Non-Expiring Capital Loss Carryforwards(a) |
Net Unrealized Gains (Losses)(b) |
Total | |||||||||
| MHN |
$ | (57,244,033 | ) | $ | 3,063,544 | $ | (54,180,489 | ) | ||||
| BHV |
(2,701,411 | ) | (122,942 | ) | (2,824,353 | ) | ||||||
| (a) | Amounts available to offset future realized capital gains. |
| (b) | 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, the realization for tax purposes of unrealized gains (losses) on certain futures contracts, the treatment of residual interests in tender option bond trusts and the deferral of compensation to Trustees. |
As of July 31, 2023, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:
| Trust Name | Tax Cost | Gross Unrealized Appreciation |
Gross Unrealized Depreciation |
Net Unrealized Appreciation (Depreciation) |
||||||||||||
| MHN |
$ | 608,144,127 | $ | 11,787,083 | $ | (8,513,230 | ) | $ | 3,273,853 | |||||||
| BHV |
32,468,666 | 583,749 | (695,805 | ) | (112,056 | ) | ||||||||||
| 9. | PRINCIPAL RISKS |
In the normal course of business, the Trusts invest in securities or other instruments and may enter into certain transactions, and such activities subject each Trust to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Trusts and their investments.
The Trusts may hold a significant amount of bonds subject to calls by the issuers at defined dates and prices. When bonds are called by issuers and the Trusts reinvest the proceeds received, such investments may be in securities with lower yields than the bonds originally held, and correspondingly, could adversely impact the yield and total return performance of a Trust.
A Trust structures and “sponsors” the TOB Trusts in which it holds TOB Residuals and has certain duties and responsibilities, which may give rise to certain additional risks including, but not limited to, compliance, securities law and operational risks.
As short-term interest rates rise, the Trusts’ investments in the TOB Trusts may adversely affect the Trusts’ net investment income and dividends to Common Shareholders. Also, fluctuations in the market value of municipal bonds deposited into the TOB Trust may adversely affect the Trusts’ NAVs per share.
The U.S. Securities and Exchange Commission (“SEC”) and various federal banking and housing agencies have adopted credit risk retention rules for securitizations (the “Risk Retention Rules”). The Risk Retention Rules would require the sponsor of a TOB Trust to retain at least 5% of the credit risk of the underlying assets supporting the TOB Trust’s municipal bonds. The Risk Retention Rules may adversely affect the Trusts’ ability to engage in TOB Trust transactions or increase the costs of such transactions in certain circumstances.
TOB Trusts constitute an important component of the municipal bond market. Any modifications or changes to rules governing TOB Trusts may adversely impact the municipal market and the Trusts, including through reduced demand for and liquidity of municipal bonds and increased financing costs for municipal issuers. The ultimate impact of any potential modifications on the TOB Trust market and the overall municipal market is not yet certain.
Illiquidity Risk: Each Trust may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. A Trust may not be able to readily dispose of such investments at prices that approximate those at which a Trust could sell such investments if they were more widely traded and, as a result of such illiquidity, a Trust may have to sell other investments or engage in borrowing transactions if necessary to raise funds to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting a Trust’s NAV and ability to make dividend distributions. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.
Market Risk: Each Trust may be exposed to prepayment risk, which is the risk that borrowers may exercise their option to prepay principal earlier than scheduled during periods of declining interest rates, which would force each Trust to reinvest in lower yielding securities. Each Trust may also be exposed to reinvestment risk, which is the risk that income from each Trust’s portfolio will decline if each Trust invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below each Trust portfolio’s current earnings rate.
Municipal securities are subject to the risk that litigation, legislation or other political events, local business or economic conditions, credit rating downgrades, or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. Municipal securities can be significantly affected by political or economic changes, including changes made in the law after issuance of the securities, as well as uncertainties in the municipal market related to, taxation, legislative changes or the rights of municipal security holders, including in connection with an issuer insolvency. Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the tax benefits supporting the project or assets or the inability to collect revenues for the project or from the assets. Municipal securities may be less liquid than taxable bonds, and there may be less publicly available information on the financial condition of municipal security issuers than for issuers of other securities.
| 34 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Notes to Financial Statements (continued)
Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.
Counterparty Credit Risk: The Trusts may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions, including making timely interest and/or principal payments or otherwise honoring its obligations. The Trusts manage counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Trusts to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Trusts’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Trusts.
A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.
With exchange-traded futures, there is less counterparty credit risk to the Trusts since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Trust does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Trusts.
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 each Trust’s portfolio are disclosed in its Schedule of Investments.
The Trusts invest a substantial amount of their assets in issuers located in a single state or limited number of states. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political or social conditions affecting that state or group of states could have a significant impact on the fund and could affect the income from, or the value or liquidity of, the fund’s portfolio. Investment percentages in specific states or U.S. territories are presented in the Schedules of Investments.
The Trusts invest a significant portion of their assets in securities within a single or limited number of market sectors. When a Trust concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the Trust and could affect the income from, or the value or liquidity of, the Trust’s portfolio. Investment percentages in specific sectors are presented in the Schedules of Investments.
Certain Trusts invest a significant portion of their assets in high yield securities. High yield securities that are rated below investment-grade (commonly referred to as “junk bonds”) or are unrated may be deemed speculative, involve greater levels of risk than higher-rated securities of similar maturity and are more likely to default. High yield securities may be issued by less creditworthy issuers, and issuers of high yield securities may be unable to meet their interest or principal payment obligations. High yield securities are subject to extreme price fluctuations, may be less liquid than higher rated fixed-income securities, even under normal economic conditions, and frequently have redemption features.
The Trusts invest a significant portion of their assets in fixed-income securities and/or use derivatives tied to the fixed-income markets. Changes in market interest rates or economic conditions may affect the value and/or liquidity of such investments. Interest rate risk is the risk that prices of bonds and other fixed-income securities will decrease as interest rates rise and increase as interest rates fall. The Trusts may be subject to a greater risk of rising interest rates due to the period of historically low interest rates that ended in March 2022. The Federal Reserve has recently been raising the federal funds rate as part of its efforts to address inflation. There is a risk that interest rates will continue to rise, which will likely drive down the prices of bonds and other fixed-income securities, and could negatively impact the Trusts’ performance.
The Trusts invest a significant portion of their 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 Trusts invest.
| 10. | CAPITAL SHARE TRANSACTIONS |
MHN is authorized to issue 200 million shares, all of which were initially classified as Common Shares. BHV is authorized to issue an unlimited number of shares, all of which were initially classified as Common Shares. The par value for MHN’s Common Shares is $0.10 and for BHV’s Common Shares is $0.001. The par value for MHN’s Preferred Shares is $0.10 and for BHV’s Preferred Shares is $0.001. The Board is authorized, however, to reclassify any unissued Common Shares to Preferred Shares without the approval of Common Shareholders.
| N O T E S T O F I N A N C I A L S T A T E M E N T S |
35 |
Notes to Financial Statements (continued)
Common Shares
For the periods shown, shares issued and outstanding increased by the following amounts as a result of dividend reinvestment:
| Trust Name | Year Ended 07/31/23 |
Period from to 07/31/22 |
Year Ended 08/31/21 |
|||||||||
| BHV |
53 | 1,450 | 2,026 | |||||||||
For the period ended July 31, 2022 and the year ended August 31, 2021, shares issued and outstanding remained constant for MHN.
The Trusts participate in an open market share repurchase program (the “Repurchase Program”). From December 1, 2021 through November 30, 2022, each Trust may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2021, subject to certain conditions. From December 1, 2022 through November 30, 2023, each Trust may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2022, subject to certain conditions. The Repurchase Program has an accretive effect as shares are purchased at a discount to the Trust’s NAV. There is no assurance that the Trusts will purchase shares in any particular amounts.
The total cost of the shares repurchased is reflected in Trusts’ Statements of Changes in Net Assets. For the periods shown, shares repurchased and cost, including transaction costs, were as follows:
| MHN | ||||||||
| Shares | Amounts | |||||||
| Year Ended July 31, 2023 |
597,023 | $ | 6,123,353 | |||||
| BHV | ||||||||
| Shares | Amounts | |||||||
| Year Ended July 31, 2023 |
7,063 | $ | 75,425 | |||||
Preferred Shares
A Trust’s Preferred Shares rank prior to its Common Shares as to the payment of dividends by the Trust and distribution of assets upon dissolution or liquidation of the Trust. The 1940 Act prohibits the declaration of any dividend on Common Shares or the repurchase of Common Shares if the Trust fails to maintain asset coverage of at least 200% of the liquidation preference of the Trust’s outstanding Preferred Shares. In addition, pursuant to the Preferred Shares’ governing instruments, a Trust is restricted from declaring and paying dividends on classes of shares ranking junior to or on parity with its Preferred Shares or repurchasing such shares if the Trust fails to declare and pay dividends on the Preferred Shares, redeem any Preferred Shares required to be redeemed under the Preferred Shares’ governing instruments or comply with the basic maintenance amount requirement of the ratings agencies rating the Preferred Shares.
Holders of Preferred Shares have voting rights equal to the voting rights of holders of Common Shares (one vote per share) and vote together with holders of Common Shares (one vote per share) as a single class on certain matters. Holders of Preferred Shares, voting as a separate class, are also entitled to (i) elect two members of the Board, (ii) elect the full Board if dividends on the Preferred Shares are not paid for a period of two years and (iii) a separate class vote to amend the Preferred Share governing documents. In addition, the 1940 Act requires the approval of the holders of a majority of any outstanding Preferred Shares, voting as a separate class, to (a) adopt any plan of reorganization that would adversely affect the Preferred Shares, (b) change a Trust’s sub-classification as a closed-end investment company or change its fundamental investment restrictions or (c) change its business so as to cease to be an investment company.
VRDP Shares
Each Trust (for purposes of this section, each a “VRDP Trust”) have issued Series W-7 VRDP Shares, $100,000 liquidation preference per share, in one or more privately negotiated offerings to qualified institutional buyers as defined pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The VRDP Shares include a liquidity feature and may be subject to a special rate period. As of period end, the VRDP Shares outstanding were as follows:
| Trust Name | Issue Date |
Shares Issued |
Aggregate Principal |
Maturity Date |
||||||||||||
| MHN |
06/30/11 | 2,436 | $ | 243,600,000 | 07/01/41 | |||||||||||
| BHV |
06/14/12 | 116 | 11,600,000 | 07/01/42 | ||||||||||||
RedemptionTerms: A VRDP Trust is required to redeem its VRDP Shares on the maturity date, unless earlier redeemed or repurchased. Six months prior to the maturity date, a VRDP Trust is required to begin to segregate liquid assets with the Trust’s custodian to fund the redemption. In addition, a VRDP Trust is required to redeem certain of its outstanding VRDP Shares if it fails to comply with certain asset coverage, basic maintenance amount or leverage requirements.
Subject to certain conditions, the VRDP Shares may also be redeemed, in whole or in part, at any time at the option of a VRDP Trust. The redemption price per VRDP Share is equal to the liquidation preference per share plus any outstanding unpaid dividends.
| 36 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Notes to Financial Statements (continued)
Liquidity Feature: VRDP Shares are subject to a fee agreement between the VRDP Trust and the liquidity provider that requires a per annum liquidity fee and, in some cases, an upfront or initial commitment fee, payable to the liquidity provider. These fees, if applicable, are shown as liquidity fees in the Statements of Operations. As of period end, the fee agreement is set to expire, unless renewed or terminated in advance, as follows:
| MHN | BHV | |||||||
| Expiration date |
11/30/24 | 07/07/24 | ||||||
The VRDP Shares are also subject to a purchase agreement in connection with the liquidity feature. In the event a purchase agreement is not renewed or is terminated in advance, and the VRDP Shares do not become subject to a purchase agreement with an alternate liquidity provider, the VRDP Shares will be subject to mandatory purchase by the liquidity provider prior to the termination of the purchase agreement. In the event of such mandatory purchase, a VRDP Trust is required to redeem the VRDP Shares six months after the purchase date. Immediately after such mandatory purchase, the VRDP Trust is required to begin to segregate liquid assets with its custodian to fund the redemption. There is no assurance that a VRDP Trust will replace such redeemed VRDP Shares with any other preferred shares or other form of leverage.
Remarketing: A VRDP Trust may incur remarketing fees on the aggregate principal amount of all its VRDP Shares, which, if any, are included in remarketing fees on Preferred Shares in the Statements of Operations. During any special rate period (as described below), a VRDP Trust may incur nominal or no remarketing fees.
Ratings: As of period end, the VRDP Shares were assigned the following ratings:
| Trust Name | Moody’s Investors Service, Inc. Long-Term Ratings |
Fitch Ratings, Inc. Long-Term Ratings |
||||||
| MHN |
Aa2 | AA | ||||||
| BHV |
Aa2 | AA | ||||||
Special Rate Period: A VRDP Trust has commenced a “special rate period” with respect to its VRDP Shares, during which the VRDP Shares will not be subject to any remarketing and the dividend rate will be based on a predetermined methodology. During a special rate period, short-term ratings on VRDP Shares are withdrawn. As of period end, the following VRDP Trusts have commenced/are set to commence a special rate period:
| Trust Name | Commencement Date |
Expiration Date as of Period Ended 07/31/23 |
||||||
| MHN |
04/17/14 | 11/15/2024 | ||||||
| BHV |
06/25/20 | 06/19/2024 | ||||||
Prior to the expiration date, the VRDP Trust and the VRDP Shares holder may mutually agree to extend the special rate period. If a special rate period is not extended, the VRDP Shares will revert to remarketable securities upon the termination of the special rate period and will be remarketed and available for purchase by qualified institutional investors.
During the special rate period: (i) the liquidity and fee agreements remain in effect, (ii) VRDP Shares remain subject to mandatory redemption by the VRDP Trust on the maturity date, (iii) VRDP Shares will not be remarketed or subject to optional or mandatory tender events, (iv) the VRDP Trust is required to comply with the same asset coverage, basic maintenance amount and leverage requirements for the VRDP Shares as is required when the VRDP Shares are not in a special rate period, (v) the VRDP Trust will pay dividends monthly based on the sum of an agreed upon reference rate and a percentage per annum based on the long-term ratings assigned to the VRDP Shares and (vi) the VRDP Trust will pay nominal or no fees to the liquidity provider and remarketing agent.
Dividends: Except during the Special Rate Period as described above, dividends on the VRDP Shares are payable monthly at a variable rate set weekly by the remarketing agent. Such dividend rates are generally based upon a spread over a base rate and cannot exceed a maximum rate. A change in the short-term credit rating of the liquidity provider or the VRDP Shares may adversely affect the dividend rate paid on such shares, although the dividend rate paid on the VRDP Shares is not directly based upon either short-term rating. In the event of a failed remarketing, the dividend rate of the VRDP Shares will be reset to a maximum rate. The maximum rate is determined based on, among other things, the long-term preferred share rating assigned to the VRDP Shares and the length of time that the VRDP Shares fail to be remarketed.
| MHN | BHV | |||||||
| Dividend rates |
3.56 | % | 3.61 | % | ||||
For the year ended July 31, 2023, VRDP Shares issued and outstanding of each VRDP Trust remained constant.
Offering Costs: The Trusts incurred costs in connection with the issuance of VRDP Shares, which were recorded as a direct deduction from the carrying value of the related debt liability and will be amortized over the life of the VRDP Shares with the exception of any upfront fees paid by a VRDP Trust to the liquidity provider which, if any, were amortized over the life of the liquidity agreement. Amortization of these costs is included in interest expense, fees and amortization of offering costs in the Statements of Operations.
Financial Reporting: The VRDP Shares are considered debt of the issuer; therefore, the liquidation preference, which approximates fair value of the VRDP Shares, is recorded as a liability in the Statements of Assets and Liabilities net of deferred offering costs. Unpaid dividends are included in interest expense and fees payable in the Statements of Assets and Liabilities, and the dividends accrued and paid on the VRDP Shares are included as a component of interest expense, fees and amortization of offering costs in the Statements of Operations. The VRDP Shares are treated as equity for tax purposes. Dividends paid to holders of the VRDP Shares are generally classified as tax-exempt income for tax-reporting purposes. Dividends and amortization of deferred offering costs on VRDP Shares are included in interest expense, fees and amortization of offering costs in the Statements of Operations:
| N O T E S T O F I N A N C I A L S T A T E M E N T S |
37 |
Notes to Financial Statements (continued)
| Trust Name | Dividends Accrued | Deferred Offering Costs Amortization |
||||||
| MHN |
$ | 8,678,502 | $ | 17,864 | ||||
| BHV |
418,503 | 3,070 | ||||||
| 11. | SUBSEQUENT EVENTS |
Management’s evaluation of the impact of all subsequent events on the Trusts’ financial statements was completed through the date the financial statements were issued and the following items were noted:
The Trusts declared and paid or will pay distributions to Common Shareholders as follows:
| Trust Name | Declaration Date |
Record Date |
Payable/ Paid Date |
Dividend Per Common Share |
||||||||||||
| MHN |
08/01/23 | 08/15/23 | 09/01/23 | $ | 0.033500 | |||||||||||
| 09/01/23 | 09/15/23 | 10/02/23 | 0.033500 | |||||||||||||
| BHV |
08/01/23 | 08/15/23 | 09/01/23 | 0.026500 | ||||||||||||
| 09/01/23 | 09/15/23 | 10/02/23 | 0.026500 | |||||||||||||
The Trusts declared and paid or will pay distributions to Preferred Shareholders as follows:
| Preferred Shares(a) | ||||||||||||
| Trust Name | Shares | Series | Declared | |||||||||
| MHN |
VRDP | W-7 | $ | 922,276 | ||||||||
| BHV |
VRDP | W-7 | 44,115 | |||||||||
| (a) | Dividends declared for period August 1, 2023 to August 31, 2023. |
On September 8, 2023, the Board of Directors/Trustees of each of BHV, BlackRock Investment Quality Municipal Trust, Inc., BlackRock MuniYield Michigan Quality Fund, Inc. and BlackRock MuniYield Pennsylvania Quality Fund (collectively, the “Target Funds”) and the Board of Directors of BlackRock MuniYield Quality Fund III, Inc. (“MYI”) approved the merger of the respective Target Fund into MYI. Subject to the approvals by each fund’s shareholders, the potential refinancing of preferred shares and the satisfaction of customary closing conditions, the mergers are expected to be completed in the first half of 2024.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees/Directors of BlackRock MuniHoldings New York Quality Fund, Inc. and BlackRock Virginia Municipal Bond Trust:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statements of assets and liabilities of BlackRock MuniHoldings New York Quality Fund, Inc. and BlackRock Virginia Municipal Bond Trust (the “Funds”), including the schedules of investments, as of July 31, 2023, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets and the financial highlights for the periods indicated in the table below, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of July 31, 2023, and the results of their operations and their cash flows for the year then ended, the changes in their net assets and the financial highlights for the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.
| Fund | Statements of Changes in Net Assets | Financial Highlights | ||
| BlackRock MuniHoldings New York Quality Fund, Inc. and BlackRock Virginia Municipal Bond Trust |
For the year ended July 31, 2023, for the period from September 1, 2021, through July 31, 2022, and for the year ended August 31, 2021 | For the year ended July 31, 2023, for the period from September 1, 2021, through July 31, 2022, and for each of the four years in the period ended August 31, 2021 |
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of July 31, 2023, 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
September 22, 2023
We have served as the auditor of one or more BlackRock investment companies since 1992.
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Important Tax Information (unaudited)
The following amounts, or maximum amounts allowable by law, are hereby designated as tax-exempt interest dividends for the fiscal year ended July 31, 2023:
| Trust Name | Exempt-Interest Dividends |
|||
| MHN |
$ | 21,188,237 | ||
| BHV |
972,955 | |||
The Trusts hereby designate the following amounts, or maximum amounts allowable by law, as interest income eligible to be treated as a Section 163(j) interest dividend for the fiscal year ended July 31, 2023:
| Trust Name | Interest Dividends |
|||
| MHN |
$ 33,480 | |||
| BHV |
1,592 | |||
The Trusts hereby designate the following amounts, or maximum amounts 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 July 31, 2023:
| Trust Name | Interest Related Dividends |
|||
| MHN |
$ | 33,480 | ||
| BHV |
1,592 | |||
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Disclosure of Investment Advisory Agreements
The Boards of Directors/Trustees, as applicable (together, the “Board,” the members of which are referred to as “Board Members”), of BlackRock MuniHoldings New York Quality Fund, Inc. (“MHN”) and BlackRock Virginia Municipal Bond Trust (“BHV”) (together, the “Funds” and each, a “Fund”) met on May 4, 2023 (the “May Meeting”) and June 1-2, 2023 (the “June Meeting”) to consider the approval to continue the investment advisory agreements (the “Advisory Agreements”) or (the “Agreements”) between each Fund and BlackRock Advisors, LLC (the “Manager” or “BlackRock”), each Fund’s investment adviser.
The Approval Process
Consistent with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Board considers the approval of the continuation of the Agreements for each Fund on an annual basis. The Board members who are not “interested persons” of each Fund, as defined in the 1940 Act, are considered independent Board members (the “Independent Board Members”). The Board’s consideration entailed a year-long deliberative process during which the Board and its committees assessed BlackRock’s various services to each Fund, including through the review of written materials and oral presentations, and the review of additional information provided in response to requests from the Independent Board Members. The Board had four quarterly meetings per year, each of which extended over a two-day period, as well as additional ad hoc meetings and executive sessions throughout the year, as needed. The committees of the Board similarly met throughout the year. The Board also had an additional one-day meeting to consider specific information regarding the renewal of the Agreements. In considering the renewal of the Agreements, the Board assessed, among other things, the nature, extent and quality of the services provided to each Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; accounting oversight; administrative and shareholder services; oversight of each Fund’s service providers; risk management and oversight; and legal, regulatory and compliance services. Throughout the year, including during the contract renewal process, the Independent Board Members were advised by independent legal counsel, and met with independent legal counsel in various executive sessions outside of the presence of BlackRock’s management.
During the year, the Board, acting directly and through its committees, considered information that was relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to each Fund and its shareholders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year, and/or since inception periods, as applicable, against peer funds, relevant benchmarks, and other performance metrics, as applicable, as well as BlackRock senior management’s and portfolio managers’ analyses of the reasons for any outperformance or underperformance relative to its peers, benchmarks, and other performance metrics, as applicable; (b) leverage management, as applicable; (c) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by each Fund for services; (d) Fund operating expenses and how BlackRock allocates expenses to each Fund; (e) the resources devoted to risk oversight of, and compliance reports relating to, implementation of each Fund’s investment objective, policies and restrictions, and meeting regulatory requirements; (f) BlackRock’s and each Fund’s adherence to applicable compliance policies and procedures; (g) the nature, character and scope of non-investment management services provided by BlackRock and its affiliates and the estimated cost of such services, as available; (h) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (i) BlackRock’s implementation of the proxy voting policies approved by the Board; (j) execution quality of portfolio transactions; (k) BlackRock’s implementation of each Fund’s valuation and liquidity procedures; (l) an analysis of management fees paid to BlackRock for products with similar investment mandates across the open-end fund, closed-end fund, sub-advised mutual fund, collective investment trust and institutional separate account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to each Fund; (m) BlackRock’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage; (n) periodic updates on BlackRock’s business; and (o) each Fund’s market discount/premium compared to peer funds.
Prior to and in preparation for the May Meeting, the Board received and reviewed materials specifically relating to the renewal of the Agreements. The Independent Board Members are continuously engaged in a process with their independent legal counsel and BlackRock to review the nature and scope of the information provided to the Board to better assist its deliberations. The materials provided in connection with the May Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), based on either a Lipper classification or Morningstar category, regarding each Fund’s fees and expenses as compared with a peer group of funds as determined by Broadridge (“Expense Peers”) and the investment performance of each Fund as compared with a peer group of funds (“Performance Peers”); (b) information on the composition of the Expense Peers and Performance Peers and a description of Broadridge’s methodology; (c) information on the estimated profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (d) a general analysis provided by BlackRock concerning investment management fees received in connection with other types of investment products, such as institutional accounts, sub-advised mutual funds, closed-end funds, and open-end funds, under similar investment mandates, as applicable; (e) a review of non-management fees; (f) the existence, impact and sharing of potential economies of scale, if any, with each Fund; (g) a summary of aggregate amounts paid by each Fund to BlackRock; and (h) various additional information requested by the Board as appropriate regarding BlackRock’s and each Fund’s operations.
At the May Meeting, the Board reviewed materials relating to its consideration of the Agreements and the Independent Board Members presented BlackRock with questions and requests for additional information. BlackRock responded to these questions and requests with additional written information in advance of the June Meeting.
At the June Meeting, the Board concluded its assessment of, among other things: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of each Fund as compared to its Performance Peers and to other metrics, as applicable; (c) the advisory fee and the estimated cost of the services and estimated profits realized by BlackRock and its affiliates from their relationship with each Fund; (d) each Fund’s fees and expenses compared to its Expense Peers; (e) the existence and sharing of potential economies of scale; (f) any fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with each Fund; and (g) other factors deemed relevant by the Board Members.
The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management, and BlackRock’s services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRock’s personnel to engage in open, candid discussions with the Board. The Board Members evaluated the information available to them on a fund-by-fund basis. The following paragraphs provide more information about some of the primary factors that were relevant to the Board’s decision. The Board Members did not identify any particular information, or any single factor as determinative, and each Board Member may have attributed different weights to the various items and factors considered.
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Disclosure of Investment Advisory Agreements (continued)
A. Nature, Extent and Quality of the Services Provided by BlackRock
The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services, and the resulting performance of each Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of closed-end funds, relevant benchmarks, and performance metrics, as applicable. The Board met with BlackRock’s senior management personnel responsible for investment activities, including the senior investment officers. The Board also reviewed the materials provided by each Fund’s portfolio management team discussing each Fund’s performance, investment strategies and outlook.
The Board considered, among other factors, with respect to BlackRock: the experience of investment personnel generally and each Fund’s portfolio management team; research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRock’s compensation structure with respect to each Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.
In addition to investment advisory services, the Board considered the nature and quality of the administrative and other non-investment advisory services provided to each Fund. BlackRock and its affiliates provide each Fund with certain administrative, shareholder and other services (in addition to any such services provided to each Fund by third parties) and officers and other personnel as are necessary for the operations of each Fund. In particular, BlackRock and its affiliates provide each Fund with administrative services including, among others: (i) responsibility for disclosure documents and periodic shareholder reports; (ii) preparing communications with analysts to support secondary market trading of each Fund; (iii) oversight of daily accounting and pricing; (iv) responsibility for periodic filings with regulators and stock exchanges; (v) overseeing and coordinating the activities of third-party service providers including, among others, each Fund’s custodian, fund accountant, transfer agent, and auditor; (vi) organizing Board meetings and preparing the materials for such Board meetings; (vii) providing legal and compliance support; (viii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain closed-end funds; and (ix) performing or managing administrative functions necessary for the operation of each Fund, such as tax reporting, expense management, fulfilling regulatory filing requirements, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations. The Board considered the operation of BlackRock’s business continuity plans.
B. The Investment Performance of each Fund and BlackRock
The Board, including the Independent Board Members, reviewed and considered the performance history of each Fund throughout the year and at the May Meeting. In preparation for the May Meeting, the Board was provided with reports independently prepared by Broadridge, which included an analysis of each Fund’s performance as of December 31, 2022, as compared to its Performance Peers. The performance information is based on net asset value (NAV), and utilizes Lipper data. Lipper’s methodology calculates a fund’s total return assuming distributions are reinvested on the ex-date at a fund’s ex-date NAV. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, the Board received and reviewed information regarding the investment performance of each Fund as compared to its Performance Peers and certain performance metrics (“Performance Metrics”). The Board and its Performance Oversight Committee regularly review and meet with Fund management to discuss the performance of each Fund throughout the year.
In evaluating performance, the Board focused particular attention on funds with less favorable performance records. The Board also noted that while it found the data provided by Broadridge generally useful, it recognized the limitations of such data, including in particular, that notable differences may exist between a fund and its Performance Peers (for example, the investment objectives and strategies). Further, the Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. The Board also acknowledged that long-term performance could be impacted by even one period of significant outperformance or underperformance, and that a single investment theme could have the ability to disproportionately affect long-term performance.
The Board reviewed and considered MHN’s performance relative to MHN’s Performance Metrics. Based on an overall rating relative to the Performance Metrics, MHN generally performed in line with expectations. The Board noted that BlackRock believes that the Performance Metrics are an appropriate performance comparison for MHN, and that BlackRock has explained its rationale for this belief to the Board.
The Board reviewed and considered BHV’s performance relative to BHV’s Performance Metrics. Based on an overall rating relative to the Performance Metrics, BHV generally performed below expectations. The Board noted that BlackRock believes that the Performance Metrics are an appropriate performance comparison for BHV, and that BlackRock has explained its rationale for this belief to the Board. The Board and BlackRock reviewed BHV’s underperformance relative to the Performance Metrics.
C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services and Estimated Profits Realized by BlackRock and its Affiliates from their Relationship with each Fund
The Board, including the Independent Board Members, reviewed each Fund’s contractual management fee rate compared with those of its Expense Peers. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared each Fund’s total expense ratio, as well as its actual management fee rate as a percentage of managed assets, which is the total assets of each Fund (including any assets attributable to money borrowed for investment purposes) minus the sum of each Fund’s accrued liabilities (other than money borrowed for investment purposes) to those of its Expense Peers. The total expense ratio represents a fund’s total net operating expenses, excluding any investment related expenses. The total expense ratio gives effect to any expense reimbursements or fee waivers, and the actual management fee rate gives effect to any management fee reimbursements or waivers. The Board considered that the fee and expense information in the Broadridge report for each Fund reflected information for a specific period and that historical asset levels and expenses
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Disclosure of Investment Advisory Agreements (continued)
may differ from current levels, particularly in a period of market volatility. The Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).
The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to each Fund. The Board reviewed BlackRock’s estimated profitability with respect to each Fund and other funds the Board currently oversees for the year ended December 31, 2022 compared to available aggregate estimated profitability data provided for the prior two years. The Board reviewed BlackRock’s estimated profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the estimated profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at the individual fund level is difficult.
The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board reviewed BlackRock’s overall operating margin, in general, compared to that of certain other publicly traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRock’s expense management, and the relative product mix.
The Board considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time and resources, assumption of risk, and liability profile in servicing each Fund, including in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, closed-end fund, sub-advised mutual fund, collective investment trust, and institutional separate account product channels, as applicable.
The Board noted that MHN’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile relative to the Expense Peers.
The Board noted that BHV’s contractual management fee rate ranked in the third quartile, and that the actual management fee rate and total expense ratio ranked in the first and fourth quartiles, respectively, relative to the Expense Peers. The Board also noted that BlackRock had agreed to voluntarily waive a portion of the advisory fee payable by BHV. An advisory fee waiver has been in effect since 2014, the amount of which may have varied from time to time. After discussions between the Board, including the Independent Board Members, and BlackRock, the Board and BlackRock agreed to a continuation of the current 13 basis point voluntary advisory fee waiver.
D. Economies of Scale
The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of each Fund increase. The Board also considered the extent to which each Fund benefits from such economies of scale in a variety of ways, and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable each Fund to more fully participate in these economies of scale. The Board considered each Fund’s asset levels and whether the current fee was appropriate.
Based on the Board’s review and consideration of the issue, the Board concluded that most closed-end funds do not have fund level breakpoints because closed-end funds generally do not experience substantial growth after the initial public offering. Closed-end funds are typically priced at scale at a fund’s inception.
E. Other Factors Deemed Relevant by the Board Members
The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from BlackRock’s respective relationships with each Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and its risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to each Fund, including for administrative, securities lending and cash management services. With respect to securities lending, during the year the Board also considered information provided by independent third-party consultants related to the performance of each BlackRock affiliate as securities lending agent. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, BlackRock may use and benefit from third-party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.
In connection with its consideration of the Agreements, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.
The Board noted the competitive nature of the closed-end fund marketplace, and that shareholders are able to sell their Fund shares in the secondary market if they believe that each Fund’s fees and expenses are too high or if they are dissatisfied with the performance of each Fund.
The Board also considered the various notable initiatives and projects BlackRock performed in connection with its closed-end fund product line. These initiatives included developing equity shelf programs; efforts to eliminate product overlap with fund mergers; ongoing services to manage leverage that has become increasingly complex; periodic evaluation of share repurchases and other support initiatives for certain BlackRock funds; and continued communication efforts with shareholders, fund analysts and financial advisers. With respect to the latter, the Independent Board Members noted BlackRock’s continued commitment to supporting the secondary market for the common shares of its closed-end funds through a comprehensive secondary market communication program designed to raise investor and analyst awareness and understanding of closed-end funds. BlackRock’s support services included, among other things: sponsoring and participating in conferences; communicating with closed-end fund analysts covering the BlackRock funds throughout the year; providing marketing and product updates for the closed-end funds; and maintaining and enhancing its closed-end fund website.
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Disclosure of Investment Advisory Agreements (continued)
Conclusion
At the June Meeting, in a continuation of the discussions that occurred during the May Meeting, and as a culmination of the Board’s year-long deliberative process, the Board, including the Independent Board Members, unanimously approved the continuation of the Advisory Agreements between the Manager and each Fund for a one-year term ending June 30, 2024. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of each Fund and its shareholders. In arriving at its decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were advised by independent legal counsel throughout the deliberative process.
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Investment Objectives, Policies and Risks
Recent Changes
The following information is a summary of certain changes since July 31, 2022. This information may not reflect all of the changes that have occurred since you purchased the relevant Fund.
During each Fund’s most recent fiscal year, there were no material changes in the Fund’s investment objectives or policies that have not been approved by shareholders or in the principal risk factors associated with investment in the Fund.
Investment Objectives and Policies
BlackRock MuniHoldings New York Quality Fund, Inc. (MHN)
The Fund’s investment objective is to provide shareholders with current income exempt from federal income tax and New York State and New York City personal income taxes. The Fund’s investment objective is a fundamental policy that may not be changed without a vote of a majority of the Fund’s outstanding voting securities. The Fund seeks to achieve its investment objective by investing at least 80% of its assets in municipal obligations, the interest on which, in the opinion of bond counsel to the issuer, is exempt from federal income tax and New York State and New York City personal income taxes (“New York Municipal Bonds”), except at times when BlackRock Advisors, LLC (the “Manager”) considers that New York Municipal Bonds of sufficient quantity and quality are unavailable at suitable prices. To the extent that the Manager considers that suitable New York Municipal Bonds are not available for investment, the Fund may purchase municipal obligations exempt from federal income taxes but not New York personal income taxes (“Municipal Bonds”). At all times, at least 65% of the Fund’s total assets will be invested in New York Municipal Bonds and at least 80% of each Fund’s total assets will be invested in New York Municipal Bonds and Municipal Bonds, except during interim periods pending investment of the net proceeds of public offerings of its securities and during temporary defensive periods. The Fund may invest directly in securities or synthetically through the use of derivatives. Under normal circumstances, at least 80% of the Fund’s assets will be invested in municipal obligations with remaining maturities of one year or more. There can be no assurance that the Fund’s investment objective will be realized.
The Fund may invest in certain tax-exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (“PABs”) (in general, bonds that benefit non-governmental entities) that may subject certain investors in the Fund to an alternative minimum tax. The percentage of the Fund’s total assets invested in PABs will vary from time to time.
The investment grade Municipal Bonds in which the Fund will primarily invest are those Municipal Bonds that are rated at the date of purchase in the four highest rating categories of S&P Global Ratings (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”), or Fitch Ratings, Inc. (“Fitch”) or, if unrated, are considered to be of comparable quality by the Manager. In the case of long-term debt, the investment grade rating categories are AAA through BBB for S&P and Fitch and Aaa through Baa for Moody’s. In the case of short-term notes, the investment grade rating categories are SP-1 + through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F-1 + through F-3 for Fitch. In the case of tax-exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s; and BBB and F-3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of New York Municipal Bonds and Municipal Bonds with respect to the foregoing requirements, the Manager takes into account the nature of any letters of credit or similar credit enhancement to which particular New York Municipal Bonds and Municipal Bonds are entitled and the creditworthiness of the financial institution that provided such credit enhancement. All percentage and ratings limitations on securities in which the Fund may invest apply at the time of making an investment and shall not be considered violated if an investment rating is subsequently downgraded to a rating that would have precluded the Fund’s initial investment in such security. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.
The Fund may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by the Manager to be of comparable quality, at the time of purchase, subject to the Fund’s other investment policies. Bonds of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Such securities are sometimes referred to as “high yield” or “junk” bonds.
The Fund intends to invest primarily in long-term Municipal Bonds with maturities of more than ten years. However, the Fund also may invest in intermediate term Municipal Bonds with maturities of between three years and ten years. The Fund also may invest from time to time in short-term Municipal Bonds with maturities of less than three years. The average maturity of the Fund’s portfolio securities will vary based upon the Manager’s assessment of economic and market conditions.
The Fund may invest in short-term, tax-exempt securities, short-term U.S. Government securities, repurchase agreements or cash. Such short-term securities or cash will not exceed 20% of its total assets except during interim periods pending investment of the net proceeds of public offerings of the Fund’s securities or in anticipation of the repurchase or redemption of the Fund’s securities and temporary periods when, in the opinion of the Manager, prevailing market or financial conditions warrant. The Fund also may invest in variable rate demand obligations (“VRDOs”) and VRDOs in the form of participation interests (“Participating VRDOs”) in variable rate tax-exempt obligations held by a financial institution. The Fund’s hedging strategies are not fundamental policies and may be modified by the Board of Directors of the Fund without the approval of the Fund’s stockholders. The Fund is also authorized to invest in indexed and inverse floating rate obligations for hedging purposes and to seek to enhance return.
The Fund may invest in securities not issued by or on behalf of a state or territory or by an agency or instrumentality thereof, if the Fund nevertheless believes such securities pay interest that is excludable from gross income for federal income tax purposes and, if applicable, exempt from New York State and New York City personal income taxes (“Non-Municipal Tax-Exempt Securities”). Non-Municipal Tax-Exempt Securities could include trust certificates, partnership interests or other instruments evidencing interest in one or more long-term Municipal Bonds. Non-Municipal Tax-Exempt Securities also may include securities issued by other investment companies that invest in New York Municipal Bonds and Municipal Bonds, to the extent such investments are permitted by the Fund’s investment restrictions and applicable law, including the Investment Company Act of 1940, as amended (the “1940 Act”). Non-Municipal Tax-Exempt Securities are subject to the same risks associated with an investment in Municipal Bonds as well as many of the risks associated with investments in derivatives. For purposes of the Fund’s investment objective and policies, Non-Municipal Tax-Exempt Securities that pay interest that is exempt from federal income taxes and New York personal income taxes will be considered “New York Municipal Bonds” and Non-Municipal Tax-Exempt Securities that pay interest that is exempt from federal income taxes will be considered “Municipal Bonds.”
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Investment Objectives, Policies and Risks (continued)
The Fund ordinarily does not intend to realize significant investment income not exempt from federal income tax and New York personal income tax. From time to time, the Fund may realize taxable capital gains.
Federal tax legislation has limited the types and volume of bonds the interest on which qualifies for a federal income tax-exemption. As a result, this legislation and legislation that may be enacted in the future may affect the availability of Municipal Bonds for investment by the Fund.
Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of variable rate demand preferred shares (“VRDP Shares”) and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.
The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to its investment restrictions.
The Fund is authorized to borrow money in amounts of up to 5% of the value of its total assets at the time of such borrowings; provided, however, that the Fund is authorized to borrow moneys in amounts of up to 33 1/3% of the value of its total assets at the time of such borrowings to finance the repurchase of its own common shares pursuant to tender offers or otherwise to redeem or repurchase preferred shares.
BlackRock Virginia Municipal Bond Trust (BHV)
The Fund’s investment objective is to provide current income exempt from regular federal income taxes and Virginia personal income tax. As a fundamental policy, under normal market conditions, the Fund will invest at least 80% of its Managed Assets in municipal bonds, the interest of which is exempt from regular federal income tax and Virginia personal income tax. The Fund may invest directly in securities or synthetically through the use of derivatives. The Fund cannot change its investment objective or the foregoing fundamental policy without the approval of the holders of a majority of the outstanding common shares and the outstanding preferred shares, including the variable demand rate preferred shares (“VRDP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred shares, including the VRDP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the shares present at a meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares, whichever is less.
Under normal market conditions, the Fund invests at least 80% of its Managed Assets in investment grade quality municipal bonds. Investment grade quality means that such bonds are rated, at the time of investment, within the four highest quality ratings as determined by either Moody’s Investors Service, Inc. (“Moody’s”) (currently Aaa, Aa, A and Baa), S&P Global Ratings (“S&P”) (currently AAA, AA, A and BBB) or Fitch Ratings, Inc. (“Fitch”) (currently AAA, AA, A and BBB) or are unrated but judged to be of comparable quality by BlackRock Advisors, LLC (the “Manager”). Municipal bonds rated Baa by Moody’s are investment grade, but Moody’s considers municipal bonds rated Baa to have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to a weakened capacity for issuers of municipal bonds that are rated BBB or Baa (or that have equivalent ratings) to make principal and interest payments than is the case for issues of higher grade municipal bonds. In the case of short term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG 1 through MIG 3 for Moody’s and F1+ through F3 for Fitch. In the case of tax exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F1+ through F3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG 3 and Prime-3 for Moody’s and BBB and F3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of municipal bonds with respect to the foregoing requirements, the Manager takes into account the nature of any letters of credit or similar credit enhancement to which particular municipal bonds are entitled and the creditworthiness of the financial institution that provided such credit enhancement.
The Fund may invest up to 20% of its Managed Assets in municipal bonds that are rated, at the time of investment, Ba/BB or B by Moody’s, S&P or Fitch or that are unrated but judged to be of comparable quality by the Manager. Securities rated Ba/BB or below are commonly referred to as “high yield” or “junk” bonds and are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the security and generally involve a greater volatility of price than securities in higher rating categories. Below investment grade securities and comparable unrated securities involve substantial risk of loss, are considered speculative with respect to the issuer’s ability to pay interest and any required redemption or principal payments and are susceptible to default or decline in market value due to adverse economic and business developments.
All percentage and ratings limitations on securities in which the Fund may invest apply at the time of making an investment and shall not be considered violated if an investment rating is subsequently downgraded to a rating that would have precluded the Fund’s initial investment in such security. In determining whether to retain or sell a security that a rating agency has downgraded, the Manager may consider such factors as the Manager’s assessment of the credit quality of the issuer of the security, the price at which the security could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.
Subject to the Fund’s policy, under normal market conditions, of investing at least 80% of its Managed Assets in municipal bonds, the interest from which is exempt from Virginia personal income tax, the Fund may invest in securities that pay interest that is not exempt from Virginia personal income tax when, in the judgment of the Manager, the return to the shareholders after payment of applicable Virginia personal income tax would be higher than the return available from comparable securities that pay interest that is, or make other distributions that are, exempt from Virginia personal income tax.
The Fund may also invest in securities of other open- or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly and in tax-exempt preferred shares that pay dividends that are exempt from regular federal income tax. In addition, the Fund may purchase municipal bonds that are additionally secured by insurance, bank credit agreements or escrow accounts. The credit quality of companies which provide these credit enhancements will affect the value of those securities. Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income. The insurance feature does not guarantee the market value of the insured obligations or the net asset value of the common shares. The Fund may purchase insured bonds and may purchase insurance for bonds in its portfolio.
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Investment Objectives, Policies and Risks (continued)
The Fund may invest in certain tax exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (“PABs”) (in general, bonds that benefit non-governmental entities) that may subject certain investors in the Fund to an alternative minimum tax. The percentage of the Fund’s total assets invested in PABs will vary from time to time. The Fund has not established any limit on the percentage of its portfolio that may be invested in municipal bonds subject to the federal alternative minimum tax provisions of federal tax law, and the Fund expects that a portion of the income it produces will be includable in alternative minimum taxable income. VRDP Shares may not be a suitable investment for investors who are subject to the federal alternative minimum tax or who would become subject to the federal alternative minimum tax as a result of purchasing VRDP Shares. The suitability of an investment in VRDP Shares will depend upon a comparison of the after-tax yield likely to be provided from the Fund with that from comparable tax-exempt investments not subject to the federal alternative minimum tax, and from comparable fully taxable investments, in light of each such investor’s tax position. Special considerations may apply to corporate investors.
The average maturity of the Fund’s portfolio securities will vary based upon the Manager’s assessment of economic and market conditions. The Fund’s portfolio at any given time may include both long-term and intermediate-term municipal bonds.
The Fund’s stated expectation is that it may invest in municipal bonds that, in the Manager’s opinion, are underrated or undervalued. Underrated municipal bonds are those whose ratings do not, in the opinion of the Manager, reflect their true higher creditworthiness. Undervalued municipal bonds are bonds that, in the opinion of the Manager, are worth more than the value assigned to them in the marketplace. The Manager may at times believe that bonds associated with a particular municipal market sector (for example, but not limited to electric utilities), or issued by a particular municipal issuer, are undervalued. The Manager may purchase those bonds for the Fund’s portfolio because they represent a market sector or issuer that the Manager considers undervalued, even if the value of those particular bonds appears to be consistent with the value of similar bonds. Municipal bonds of particular types (for example, but not limited to hospital bonds, industrial revenue bonds or bonds issued by a particular municipal issuer) may be undervalued because there is a temporary excess of supply in that market sector, or because of a general decline in the market price of municipal bonds of the market sector for reasons that do not apply to the particular municipal bonds that are considered undervalued. The Fund’s investment in underrated or undervalued municipal bonds will be based on the Manager’s belief that their yield is higher than that available on bonds bearing equivalent levels of interest rate risk, credit risk and other forms of risk, and that their prices will ultimately rise, relative to the market, to reflect their true value. Any capital appreciation realized by the Fund will generally result in capital gain distributions subject to federal capital gains taxation.
The Fund ordinarily does not intend to realize significant investment income not exempt from federal income taxes. From time to time, the Fund may realize taxable capital gains.
Federal tax legislation may limit the types and volume of bonds the interest on which qualifies for a U.S. federal income tax exemption. As a result, current legislation and legislation that may be enacted in the future may affect the availability of municipal bonds for investment by the Fund.
Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of VRDP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.
The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to the Fund’s investment restrictions.
The Fund may enter into derivative transactions that have economic leverage embedded in them.
The Fund reserves the right to borrow funds subject to the Fund’s investment restrictions. The proceeds of borrowings may be used for any valid purpose including, without limitation, liquidity, investments and repurchases of shares of the Fund.
The Fund may also borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.
Risk Factors
This section contains a discussion of the general risks of investing in each Fund. The net asset value and market price of, and dividends paid on, the common shares will fluctuate with and be affected by, among other things, the risks more fully described below. As with any fund, there can be no guarantee that the Fund will meet its investment objective or that the Fund’s performance will be positive for any period of time. Each risk noted below is applicable to each Fund unless the specific Fund or Funds are noted in a parenthetical. The order of the below risk factors does not indicate the significance of any particular risk factor.
Non-Diversification Risk: The Fund is a non-diversified fund. Because the Fund may invest in securities of a smaller number of issuers, it may be more exposed to the risks associated with and developments affecting an individual issuer than a fund that invests more widely.
Investment and Market Discount Risk: An investment in the Fund’s common shares is subject to investment risk, including the possible loss of the entire amount that you invest. As with any stock, the price of the Fund’s common shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Common shares are designed for long-term investors and the Fund should not be treated as a trading vehicle. Shares of closed-end management investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities. At any point in time an investment in the Fund’s common shares may be worth less than the original amount invested, even after taking into account distributions paid by the Fund. During periods in which the Fund may use leverage, the Fund’s investment, market discount and certain other risks will be magnified.
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Investment Objectives, Policies and Risks (continued)
Debt Securities Risk: Debt securities, such as bonds, involve interest rate risk, credit risk, extension risk, and prepayment risk, among other things.
| · | Interest Rate Risk — The market value of bonds and other fixed-income securities changes in response to interest rate changes and other factors. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. |
The Fund may be subject to a greater risk of rising interest rates due to the recent 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 Fund’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 Fund’s investments will not affect interest income derived from instruments already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may lose money if short-term or long-term interest rates rise sharply in a manner not anticipated by Fund management.
To the extent the Fund invests in debt securities that may be prepaid at the option of the obligor (such as mortgage-backed securities), the sensitivity of such securities to changes in interest rates may increase (to the detriment of the Fund) when interest rates rise. Moreover, because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities.
These basic principles of bond prices also apply to U.S. Government securities. A security backed by the “full faith and credit” of the U.S. Government is guaranteed only as to its stated interest rate and face value at maturity, not its current market price. Just like other fixed-income securities, government-guaranteed securities will fluctuate in value when interest rates change.
A general rise in interest rates has the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from funds that hold large amounts of fixed-income securities. Heavy redemptions could cause the Fund to sell assets at inopportune times or at a loss or depressed value and could hurt the Fund’s performance.
| · | Credit Risk — Credit risk refers to the possibility that the issuer of a debt security (i.e., the borrower) will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation. |
| · | Extension Risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these obligations to fall. |
| · | Prepayment Risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields. |
Municipal Securities Risks: Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. 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 Fund’s investments may consist of private activity bonds that may subject certain shareholders to an alternative minimum tax. |
| · | Moral Obligation Bonds Risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality. |
| · | Municipal Notes Risks — Municipal notes are shorter term municipal debt obligations. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money. |
| · | Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property. |
| · | Tax-Exempt Status Risk — The Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities. |
State Specific Risk: The Fund invests primarily in municipal bonds issued by or on behalf of its designated state. As a result, the Fund is more exposed to risks affecting issuers of its designated state’s municipal securities than is a fund that invests more widely. Fund management does not believe that the current economic conditions will adversely affect the Fund’s ability to invest in high quality state municipal securities in its designated state.
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Investment Objectives, Policies and Risks (continued)
Taxability Risk: The Fund intends to minimize the payment of taxable income to shareholders by investing in tax-exempt or municipal securities in reliance at the time of purchase on an opinion of bond counsel to the issuer that the interest paid on those securities will be excludable from gross income for U.S. federal income tax purposes. Such securities, however, may be determined to pay, or have paid, taxable income subsequent to the Fund’s acquisition of the securities. In that event, the treatment of dividends previously paid or to be paid by the Fund as “exempt interest dividends” could be adversely affected, subjecting the Fund’s shareholders to increased U.S. federal income tax liabilities. Alternatively, the Fund might enter into an agreement with the IRS to pay an agreed upon amount in lieu of the IRS adjusting individual shareholders’ income tax liabilities. If the Fund agrees to enter into such an agreement, the Fund’s yield could be adversely affected. Further, shareholders at the time the Fund enters into such an agreement that were not shareholders when the dividends in question were paid would bear some cost for a benefit they did not receive. 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 securities for investment by the Fund. In addition, future laws, regulations, rulings or court decisions may cause interest on municipal securities to be subject, directly or indirectly, to U.S. federal income taxation or interest on state municipal securities to be subject to state or local income taxation, or the value of state municipal securities to be subject to state or local intangible personal property tax, or may otherwise prevent the Fund from realizing the full current benefit of the tax-exempt status of such securities. Any such change could also affect the market price of such securities, and thus the value of an investment in the Fund.
Insurance Risk: Insurance guarantees that interest payments on a municipal security will be made on time and that the principal will be repaid when the security matures. However, insurance does not protect against losses caused by declines in a municipal security’s value. The Fund cannot be certain that any insurance company will make the payments it guarantees. If a municipal security’s insurer fails to fulfill its obligations or loses its credit rating, the value of the security could drop.
Junk Bonds Risk: Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk investments that are considered speculative and may cause income and principal losses for the Fund.
U.S. Government Obligations Risk: Certain securities in which the Fund may invest, including securities issued by certain U.S. Government agencies and U.S. Government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States. In addition, circumstances could arise that could prevent the timely payment of interest or principal on U.S. Government obligations, such as reaching the legislative “debt ceiling.” Such non-payment could result in losses to the Fund and substantial negative consequences for the U.S. economy and the global financial system.
Variable Rate Demand Obligations Risks (MHN): Variable rate demand obligations are floating rate securities that combine an interest in a long term municipal bond with a right to demand payment before maturity from a bank or other financial institution. If the bank or financial institution is unable to pay, the Fund may lose money.
Repurchase Agreements and Purchase and Sale Contracts Risk (MHN): If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in either situation and the market value of the security declines, the Fund may lose money.
Leverage Risk: The Fund’s use of leverage may increase or decrease from time to time in its discretion and the Fund may, in the future, determine not to use leverage.
The use of leverage creates an opportunity for increased common share net investment income dividends, but also creates risks for the holders of common shares. The Fund cannot assure you that the use of leverage will result in a higher yield on the common shares. Any leveraging strategy the Fund employs may not be successful.
Leverage involves risks and special considerations for common shareholders, including:
| · | 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 Fund 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 Fund were not leveraged, which may result in a greater decline in the market price of the common shares; |
| · | leverage may increase operating costs, which may reduce total return. |
Any decline in the net asset value of the Fund’s investments will be borne entirely by the holders of common shares. Therefore, if the market value of the Fund’s portfolio declines, leverage will result in a greater decrease in net asset value to the holders of common shares than if the Fund were not leveraged. This greater net asset value decrease will also tend to cause a greater decline in the market price for the common shares.
Tender Option Bonds Risk: The Fund’s participation in tender option bond transactions may reduce the Fund’s returns and/or increase volatility. Investments in tender option bond transactions expose the Fund to counterparty risk and leverage risk. An investment in a tender option bond transaction typically will involve greater risk than an investment in a municipal fixed rate security, including the risk of loss of principal. Distributions on TOB Residuals will bear an inverse relationship to short-term municipal security interest rates. Distributions on TOB Residuals paid to the Fund will be reduced or, in the extreme, eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. TOB Residuals generally will underperform the market for fixed rate municipal securities in a rising interest rate environment. The Fund may invest special purpose trusts formed for the purpose of holding municipal bonds contributed by one or more funds (“TOB Trusts”) on either a non-recourse or recourse basis. If the Fund invests in a TOB Trust on a recourse basis, it could suffer losses in excess of the value of its TOB Residuals.
Reverse Repurchase Agreements Risk: Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon price, date and interest payment. Reverse repurchase agreements involve the risk that the other party may fail to return the securities in a timely manner or at all. The Fund could lose money if it is unable to recover the securities and the value of the collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value of the securities. These events could also trigger adverse tax consequences for the Fund. In addition, reverse repurchase agreements involve the risk that the interest income earned in the investment of the proceeds will be less than the interest expense.
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Investment Objectives, Policies and Risks (continued)
Illiquid Investments Risk: The Fund may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting the Fund’s net asset value and ability to make dividend distributions. The financial markets in general, and certain segments of the mortgage-related securities markets in particular, have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.
Investment Companies and ETFs Risk: Subject to the limitations set forth in the 1940 Act and the rules thereunder, the Fund may acquire shares in other investment companies and in exchange-traded funds (“ETFs”), some of which may be affiliated investment companies. The market value of the shares of other investment companies and ETFs may differ from their net asset value. As an investor in investment companies and ETFs, the Fund would bear its ratable share of that entity’s expenses, including its investment advisory and administration fees, while continuing to pay its own advisory and administration fees and other expenses (to the extent not offset by the Manager through waivers). As a result, shareholders will be absorbing duplicate levels of fees with respect to investments in other investment companies and ETFs (to the extent not offset by the Manager through waivers).
The securities of other investment companies and ETFs in which the Fund may invest may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities. An investment in securities of other investment companies and ETFs that use leverage may expose the Fund to higher volatility in the market value of such securities and the possibility that the Fund’s long-term returns on such securities (and, indirectly, the long-term returns of shares of the Fund) will be diminished.
As with other investments, investments in other investment companies, including ETFs, are subject to market and selection risk. To the extent the Fund is held by an affiliated fund, the ability of the Fund itself to hold other investment companies may be limited.
Derivatives Risk: The Fund’s use of derivatives may increase its costs, reduce the Fund’s returns and/or increase volatility. Derivatives involve significant risks, including:
| · | Leverage Risk — The Fund’s use of derivatives can magnify the Fund’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 Fund 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 Fund’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 Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. |
| · | 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 Fund’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 Fund’s hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences. |
| · | Tax Risk — Certain aspects of the tax treatment of derivative instruments, including swap agreements and commodity-linked derivative instruments, are currently unclear and may be affected by changes in legislation, regulations or other legally binding authority. Such treatment may be less favorable than that given to a direct investment in an underlying asset and may adversely affect the timing, character and amount of income the Fund realizes from its investments. |
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 Fund has exposure.
Market Risk and Selection Risk: Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. The value of a security or other asset may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other asset, or factors that affect a particular issuer or issuers, exchange, country, group of countries, region, market, industry, group of industries, sector or asset class. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues like pandemics or epidemics, recessions, or other events could have a significant impact on the Fund and its investments. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.
| 50 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
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.
| I N V E S T M E N T O B J E C T I V E S , P O L I C I E S A N D R I S K S |
51 |
Automatic Dividend Reinvestment Plan
Pursuant to MHN and BHV’s Dividend Reinvestment Plan (the “Reinvestment Plan”), Common Shareholders are automatically enrolled to have all distributions of dividends and capital gains and other distributions reinvested by Computershare Trust Company, N.A. (the “Reinvestment Plan Agent”) in the respective Trust’s Common Shares pursuant to the Reinvestment Plan. Shareholders who do not participate in the Reinvestment Plan will receive all distributions in cash paid by check and mailed directly to the shareholders of record (or if the shares are held in street name or other nominee name, then to the nominee) by the Reinvestment Plan Agent, which serves as agent for the shareholders in administering the Reinvestment Plan.
After MHN and BHV declare a dividend or determine to make a capital gain or other distribution, the Reinvestment Plan Agent will acquire shares for the participants’ accounts, depending upon the following circumstances, either (i) through receipt of unissued but authorized shares from the Trusts (“newly issued shares”) or (ii) by purchase of outstanding shares on the open market or on the Trust’s primary exchange (“open-market purchases”). If, on the dividend payment date, the net asset value (“NAV”) per share is equal to or less than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market premium”), the Reinvestment Plan Agent will invest the dividend amount in newly issued shares acquired on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the dividend payment date, the dollar amount of the dividend will be divided by 95% of the market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market discount”), the Reinvestment Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases. If the Reinvestment Plan Agent is unable to invest the full dividend amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Reinvestment Plan Agent will invest any un-invested portion in newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the dividend payment date.
You may elect not to participate in the Reinvestment Plan and to receive all dividends in cash by contacting the Reinvestment Plan Agent, at the address set forth below.
Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Reinvestment Plan Agent prior to the dividend record date. Additionally, the Reinvestment Plan Agent seeks to process notices received after the record date but prior to the payable date and such notices often will become effective by the payable date. Where late notices are not processed by the applicable payable date, such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.
The Reinvestment Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by each Trust. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Reinvestment Plan Agent’s open-market purchases in connection with the reinvestment of all distributions. The automatic reinvestment of all distributions will not relieve participants of any U.S. federal, state or local income tax that may be payable on such dividends or distributions.
Each Trust reserves the right to amend or terminate the Reinvestment Plan. There is no direct service charge to participants in the Reinvestment Plan; however, each Trust reserves the right to amend the Reinvestment Plan to include a service charge payable by the participants. Participants in BHV 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. Participants in MHN that request a sale of shares are subject to a $0.02 per share sold brokerage commission. All correspondence concerning the Reinvestment Plan should be directed to Computershare Trust Company, N.A. through the internet at computershare.com/blackrock, or in writing to Computershare, P.O. Box 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.
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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 2007) |
Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988. | 70 RICs consisting of 104 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 2007) |
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. | 72 RICs consisting of 106 Portfolios | None | ||||
| Cynthia L. Egan 1955 |
Trustee (Since 2016) |
Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007. | 70 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) | ||||
| Frank J. Fabozzi(d) 1948 |
Trustee (Since 2007) |
Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) from 2011 to 2022; Professor of Practice, Johns Hopkins University since 2021; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year; Adjunct Professor of Finance, Carnegie Mellon University in fall 2020 semester. | 72 RICs consisting of 106 Portfolios | None | ||||
| Lorenzo A. Flores 1964 |
Trustee (Since 2021) |
Vice Chairman, Kioxia, Inc. since 2019; Chief Financial Officer, Xilinx, Inc. from 2016 to 2019; Corporate Controller, Xilinx, Inc. from 2008 to 2016. | 70 RICs consisting of 104 Portfolios | None | ||||
| Stayce D. Harris 1959 |
Trustee (Since 2021) |
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. | 70 RICs consisting of 104 Portfolios | KULR Technology Group, Inc. in 2021; The Boeing Company (airplane manufacturer) | ||||
| T R U S T E E A N D O F F I C E R I N F O R M A T I O N |
53 |
Trustee and Officer Information (continued)
| 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 | ||||
| J. Phillip Holloman 1955 |
Trustee (Since 2021) |
President and Chief Operating Officer, Cintas Corporation from 2008 to 2018. | 70 RICs consisting of 104 Portfolios | PulteGroup, Inc. (home construction); Rockwell Automation Inc. (industrial automation) | ||||
| Catherine A. Lynch(d) 1961 |
Trustee (Since 2016) |
Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999. | 72 RICs consisting of 106 Portfolios | PennyMac Mortgage Investment Trust | ||||
| 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 2018) |
Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares businesses from 2012 to 2016. | 98 RICs consisting of 273 Portfolios | None | ||||
| John M. Perlowski(d) 1964 |
Trustee (Since 2015) President and Chief Executive Officer (Since 2010) |
Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 100 RICs consisting of 275 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: Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; and W. Carl Kester, 1995. |
| (d) | Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund. |
| (e) | Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Multi-Asset Complex. |
| 54 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Trustee and Officer Information (continued)
| Officers Who Are Not Trustees(a) | ||||
| Name Year of Birth(b) |
Position(s) Held (Length of Service) |
Principal Occupation(s) During Past 5 Years | ||
| Jonathan Diorio 1980 |
Vice President (Since 2015) |
Managing Director of BlackRock, Inc. since 2015; Director of BlackRock, Inc. from 2011 to 2015. | ||
| Trent Walker 1974 |
Chief Financial Officer (Since 2021) |
Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds. | ||
| Jay M. Fife 1970 |
Treasurer (Since 2007) |
Managing Director of BlackRock, Inc. since 2007. | ||
| 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 2012) |
Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017. | ||
| (a) | The address of each Officer is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001. |
| (b) | Officers of the Trust serve at the pleasure of the Board. |
Effective July 1, 2023, Aaron Wasserman replaced Charles Park as Chief Compliance Officer of the Trusts.
Effective September 9, 2023, Arthur P. Steinmetz was appointed as a Trustee of the Trusts.
Effective September 29, 2022, Michael Perilli became a portfolio manager of MHN. Mr. Perilli was employed by BlackRock from 2008 to 2023. Effective March 1, 2023, Phillip Soccio, Michael Kalinoski, Kevin Maloney and Kristi Manidis became portfolio managers of MHN. Messrs. Soccio, Kalinoski and Maloney and Ms. Manidis have been employed by BlackRock since 1998, 2006, 2011, and 2003 respectively. Effective March 1, 2023, Michael Perilli is no longer a portfolio manager of MHN.
Effective September 29, 2022, Christian Romaglino became a portfolio manager of BHV. Mr. Romaglino has been employed by BlackRock since 2017. Effective March 1, 2023, Michael Kalinoski, Walter O’Connor and Kristi Manidis became portfolio managers of BHV. Messrs. Kalinoski and O’Connor and Ms. Manidis have been employed by BlackRock since 2006, 2006, and 2003 respectively.
| T R U S T E E A N D O F F I C E R I N F O R M A T I O N |
55 |
Proxy Results
The Annual Meeting of Shareholders was held on July 12, 2023, for shareholders of record on May 15, 2023, to elect trustee nominees for each Trust. There were no broker non-votes with regard to any of the Trusts.
Shareholders elected the Class I Trustees as follows:
| Lorenzo A. Flores | R. Glenn Hubbard | John M. Perlowski | W. Carl Kester(a) | |||||||||||||||||||||||||||||
| Fund Name | Votes For | Votes Withheld | Votes For | Votes Withheld | Votes For | Votes Withheld | Votes For | Votes Withheld | ||||||||||||||||||||||||
| BHV |
1,288,435 | 60,794 | 1,323,189 | 26,040 | 1,323,189 | 26,040 | 116 | 0 | ||||||||||||||||||||||||
| MHN |
21,211,403 | 3,414,929 | 12,667,819 | 11,958,513 | 21,200,624 | 3,425,708 | 2,436 | 0 | ||||||||||||||||||||||||
| (a) | Voted on by holders of Preferred Shares only. |
For the Trusts listed above, Trustees whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are Cynthia L. Egan, Robert Fairbairn, Stayce D. Harris, J. Phillip Holloman, Catherine A. Lynch, and Frank J. Fabozzi.
Trust Certification
The Trusts are listed for trading on the NYSE and have filed with the NYSE their annual chief executive officer certification regarding compliance with the NYSE’s listing standards. The Trusts filed with the SEC the certification of its chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act.
Environmental, Social and Governance (“ESG”) Integration
Although the Trusts do 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 Trusts. 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 Trusts’ 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 Trusts’ 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 Trusts’ exposure to certain companies or industries. While Trust management views ESG considerations as having the potential to contribute to the Trusts’ long-term performance, there is no guarantee that such results will be achieved.
Dividend Policy
Each Trust’s dividend policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more stable level of distributions, the Trusts may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any particular month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the distributions paid by the Trusts for any particular month may be more or less than the amount of net investment income earned by the Trusts during such month. The Trusts’ current accumulated but undistributed net investment income, if any, is disclosed as accumulated earnings (loss) in the Statements of Assets and Liabilities, which comprises part of the financial information included in this report.
General Information
The Trusts do not make available copies of their Statements of Additional Information because the Trusts’ shares are not continuously offered, which means that the Statement of Additional Information of each Trust has not been updated after completion of the respective Trust’s offerings and the information contained in each Trust’s Statement of Additional Information may have become outdated.
The following information is a summary of certain changes since July 31, 2022. This information may not reflect all of the changes that have occurred since you purchased the relevant Trust.
Except if noted otherwise herein, there were no changes to the Trusts’ charters or by-laws that would delay or prevent a change of control of the Trusts that were not approved by the shareholders. Except if noted otherwise herein, there have been no changes in the persons who are primarily responsible for the day-to-day management of the Trusts’ portfolios.
In accordance with Section 23(c) of the Investment Company Act of 1940, each Trust may from time to time purchase shares of its common stock in the open market or in private transactions.
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Trusts may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Trusts and does not, and is not intended to, incorporate BlackRock’s website in this report.
| 56 | 2 0 2 3 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Additional Information (continued)
Electronic Delivery
Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports by enrolling in the electronic delivery program. Electronic copies of shareholder reports are available on BlackRock’s website.
To enroll in electronic delivery:
Shareholders Who Hold Accounts with Investment Advisers, Banks or Brokerages:
Please contact your financial adviser. Please note that not all investment advisers, banks or brokerages may offer this service.
Householding
The Trusts 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 Trusts at (800) 882-0052.
Availability of Quarterly Schedule of Investments
The Trusts file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Trusts’ Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, each 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 Trusts use to determine how to vote proxies relating to portfolio securities and information about how the Trusts voted proxies relating to securities held in the Trusts’ portfolios during the most recent 12-month period ended June 30 is available 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 Trusts on a monthly basis on its website in the “Closed-end Funds” section of blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Trusts. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Trusts and does not, and is not intended to, incorporate BlackRock’s website in this report.
BlackRock Privacy Principles
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
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57 |
Additional Information (continued)
Trust and Service Providers
| Investment Adviser | VRDP Tender and Paying Agent | |
| BlackRock Advisors, LLC | The Bank of New York Mellon | |
| Wilmington, DE 19809 | New York, NY 10286 | |
| Accounting Agent and Custodian | Independent Registered Public Accounting Firm | |
| State Street Bank and Trust Company | Deloitte & Touche LLP | |
| Boston, MA 02114 | Boston, MA 02116 | |
| Transfer Agent | Legal Counsel | |
| Computershare Trust Company, N.A. | Willkie Farr & Gallagher LLP | |
| Canton, MA 02021 | New York, NY 10019 | |
| VRDP Liquidity Provider | Address of the Trusts | |
| Bank of America, N.A.(a) | 100 Bellevue Parkway | |
| New York, NY 10036 | Wilmington, DE 19809 | |
| The Toronto-Dominion Bank(b) | ||
| New York, NY 10019 | ||
| VRDP Remarketing Agent | ||
| BofA Securities, Inc.(a) | ||
| New York, NY 10036 | ||
| TD Securities (USA) LLC(b) | ||
| New York, NY 10019 | ||
| (a) For MHN. |
||
| (b) For BHV. |
||
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Glossary of Terms Used in this Report
| Currency Abbreviation | ||
| AGC | Assured Guaranty Corp. | |
| AGM | Assured Guaranty Municipal Corp. | |
| AGM-CR | AGM Insured Custodial Receipt | |
| AMBAC | AMBAC Assurance Corp. | |
| AMT | Alternative Minimum Tax | |
| ARB | Airport Revenue Bonds | |
| BAM | Build America Mutual Assurance Co. | |
| CAB | Capital Appreciation Bonds | |
| FHLMC | Federal Home Loan Mortgage Corp. | |
| FNMA | Federal National Mortgage Association | |
| GNMA | Government National Mortgage Association | |
| GO | General Obligation Bonds | |
| HUD SECT 8 | U.S. Department of Housing and Urban Development Section 8 | |
| M/F | Multi-Family | |
| MTA | Month Treasury Average | |
| NPFGC | National Public Finance Guarantee Corp. | |
| RB | Revenue Bond | |
| S/F | Single-Family | |
| SAB | Special Assessment Bonds | |
| SAW | State Aid Withholding | |
| SONYMA | State of New York Mortgage Agency | |
| TA | Tax Allocation | |
| G L O S S A R Y O F T E R M S U S E D I N T H I S R E P O R T |
59 |
Want to know more?
blackrock.com | 800-882-0052
This report is intended for current holders. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Trusts have leveraged their Common Shares, which creates risks for Common Shareholders, including the likelihood of greater volatility of NAV and market price of the Common Shares, and the risk that fluctuations in short-term interest rates may reduce the Common Shares’ yield. Statements and other information herein are as dated and are subject to change.
CEF-STMUNI-07/23-AR
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(b) Not Applicable
| Item 3 – | Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: |
Frank J. Fabozzi
Lorenzo A. Flores
Catherine A. Lynch
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
| 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 End3 |
Current Fiscal Year End |
Previous Fiscal Year End3 |
Current Fiscal Year End |
Previous Fiscal Year End3 |
Current Fiscal Year End |
Previous Fiscal Year End3 | ||||||||
| BlackRock Virginia Municipal Bond Trust | $17,034 | $18,870 | $0 | $0 | $9,600 | $9,200 | $407 | $431 | ||||||||
The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (“Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Affiliated Service Providers”):
2
| Current Fiscal Year End | Previous Fiscal Year End3 | |||
| (b) Audit-Related Fees1 |
$0 | $0 | ||
| (c) Tax Fees2 |
$0 | $0 | ||
| (d) All Other Fees4 |
$2,098,000 | $1,984,000 |
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 The registrant changed its fiscal year end from August 31 to July 31 effective July 31, 2022 whereby this fiscal year consists of the eleven months ended July 31, 2022.
4 Non-audit fees of $2,098,000 and $1,984,000 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.
(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
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(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 End1 | ||
| BlackRock Virginia Municipal Bond Trust | $10,007 | $9,631 |
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 End1 | |
|
$2,098,000 |
$1,984,000 |
These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
1 The registrant changed its fiscal year end from August 31 to July 31 effective July 31, 2022 whereby this fiscal year consists of the eleven months ended July 31, 2022.
(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)):
Frank J. Fabozzi
Lorenzo A. Flores
J. Phillip Holloman
Catherine A. Lynch
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(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.
(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
| Item 7 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – The board of directors has delegated the voting of proxies for the Fund’s portfolio securities to the Investment Adviser pursuant to the Investment Adviser’s proxy voting guidelines. Under these guidelines, the Investment Adviser will vote proxies related to Fund securities in the best interests of the Fund and its stockholders. From time to time, a vote may present a conflict between the interests of the Fund’s stockholders, on the one hand, and those of the Investment Adviser, or any affiliated person of the Fund or the Investment Adviser, on the other. In such event, provided that the Investment Adviser’s Equity Investment Policy Oversight Committee, or a sub-committee thereof (the “Oversight Committee”) is aware of the real or potential conflict or material non-routine matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Investment Adviser’s clients. If the Investment Adviser determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Investment Adviser’s Portfolio Management Group and/or the Investment Adviser’s Legal and Compliance Department and concluding that the vote cast is in its client’s best interest notwithstanding the conflict. A copy of the Fund’s Proxy Voting Policy and Procedures are attached as Exhibit 99.PROXYPOL, a copy of the Fund’s Global Corporate Governance & Engagement Principles are attached as Exhibit 99.GLOBAL.CORP.GOV and a copy of the Fund’s Corporate Governance and Proxy Voting Guidelines for U.S. Securities are attached as Exhibit 99.US.CORP.GOV. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, (i) at www.blackrock.com and (ii) on the SEC’s website at http://www.sec.gov. |
| Item 8 – | Portfolio Managers of Closed-End Management Investment Companies |
(a)(1) As of the date of filing this Report:
The registrant is managed by a team of investment professionals comprised of Phillip Soccio, CFA, Director at BlackRock, Kevin Maloney, CFA, Director at BlackRock, Christian Romaglino, CFA, Director at BlackRock, Walter O’Connor, CFA, Managing Director at BlackRock, Michael Kalinoski, CFA, Director at BlackRock and Kristi Manidis, Director at BlackRock. Each of the foregoing professionals is a member of BlackRock’s municipal tax-exempt management group and is jointly responsible for the day-to-day management of the registrant’s portfolio, which includes setting the registrant’s overall investment strategy, overseeing the management of the registrant and/or selection of its investments. Messrs. Soccio, Maloney and Romaglino have been members of the registrant’s portfolio management team since 2007, 2017, and 2022, respectively. Messrs. O’Connor and
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Kalinoski and Ms. Manidis have been members of the registrant’s portfolio management team since 2023.
| Portfolio Manager |
Biography | |
| Phillip Soccio, CFA | Director of BlackRock since 2009; Vice President of BlackRock from 2005 to 2008. | |
| Kevin Maloney, CFA | Director of BlackRock since 2021; Vice President of BlackRock from 2018 to 2020; Associate of BlackRock from 2014 to 2017; Analyst of BlackRock from 2011 to 2013. | |
| 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. | |
| Walter O’Connor, CFA | Managing Director of BlackRock since 2006; Managing Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 2003 to 2006; Director of MLIM from 1998 to 2003. | |
| Michael Kalinoski, CFA | Director of BlackRock since 2006; Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 1999 to 2006. | |
| Kristi Manidis | Director of BlackRock, Inc. since 2016; Vice President of BlackRock, Inc. from 2011 to 2015; Associate of BlackRock, Inc. from 2009 to 2011; Analyst of BlackRock, Inc. from 2006 to 2008. |
(a)(2) As of July 31, 2023:
|
(ii) Number of Other Accounts Managed and Assets by Account Type |
(iii) Number of Other Accounts and Assets for Which Advisory Fee is Performance-Based | |||||||||||
| (i) Name of Portfolio Manager |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | ||||||
|
Phillip Soccio, CFA |
34 | 0 | 0 | 0 | 0 | 0 | ||||||
| $32.24 Billion | $0 | $0 | $0 | $0 | $0 | |||||||
|
Kevin Maloney, CFA |
36 | 0 | 0 | 0 | 0 | 0 | ||||||
| $39.17 Billion | $0 | $0 | $0 | $0 | $0 | |||||||
|
Christian Romaglino, CFA |
34 | 0 | 0 | 0 | 0 | 0 | ||||||
| $17.59 Billion | $0 | $0 | $0 | $0 | $0 | |||||||
|
Walter O’Connor, CFA |
33 | 0 | 0 | 0 | 0 | 0 | ||||||
| $33.12 Billion | $0 | $0 | $0 | $0 | $0 | |||||||
|
Michael Kalinoski, CFA |
34 | 0 | 0 | 0 | 0 | 0 | ||||||
| $36.96 Billion | $0 | $0 | $0 | $0 | $0 | |||||||
|
Kristi Manidis |
38 | 0 | 2 | 0 | 0 | 0 | ||||||
| $24.37 Billion | $0 | $1.03 Billion | $0 | $0 | $0 | |||||||
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(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
7
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 July 31, 2023:
Portfolio Manager Compensation Overview
The discussion below describes the portfolio managers’ compensation as of July 31, 2023.
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
8
a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.
For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.
Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:
Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock, Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($330,000 for 2023). 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 July 31, 2023:
| Portfolio Manager |
Dollar Range of Equity Securities of the Fund Beneficially Owned | |
| Phillip Soccio, CFA | None | |
| Kevin Maloney, CFA | None | |
| Christian Romaglino, CFA | None | |
| Walter O’Connor, CFA | None | |
| Michael Kalinoski, CFA | None | |
| Kristi Manidis | None |
(b) Not Applicable
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| Item 9 – | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers |
| Period | (a)
Total
|
(b) Average Price Paid per Share |
(c) Total Number of of Publicly Announced Plans or Programs |
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs1 | ||||
| February 1-28, 2023 |
0 | $— | 0 | 80,582 | ||||
| March 1-31, 2023 |
0 | $— | 0 | 80,582 | ||||
| April 1-30, 2023 |
1,532 | $ 10.8033 | 1,532 | 79,050 | ||||
| May 1-31, 2023 |
2,309 | $ 10.5818 | 2,309 | 76,741 | ||||
| June 1-30, 2023 |
1,918 | $ 10.5902 | 1,918 | 74,823 | ||||
| July 1-31, 2023 |
1,304 | $ 10.7536 | 1,304 | 73,519 | ||||
| Total: |
7,063 | 10.66383894 | 7,063 | 73,519 |
1 On September 8, 2022, the Fund announced a continuation of its open market share repurchase program. Commencing on December 1, 2022, the Fund may repurchase through November 30, 2023, up to 5% of its common shares outstanding as of the close of business on November 30, 2022, subject to certain conditions.
| Item 10 – | Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures. |
| Item 11 – | Controls and Procedures |
(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| Item 12 – | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable |
| Item 13 – | Exhibits attached hereto |
(a)(1) Code of Ethics – See Item 2
(a)(2) Section 302 Certifications are attached
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable
(a)(4) 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 Virginia Municipal Bond Trust
| By: |
/s/ John M. Perlowski | |||
| John M. Perlowski | ||||
| Chief Executive Officer (principal executive officer) of | ||||
| BlackRock Virginia Municipal Bond Trust |
Date: September 22, 2023
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 Virginia Municipal Bond Trust |
Date: September 22, 2023
| By: |
/s/ Trent Walker | |||
| Trent Walker | ||||
| Chief Financial Officer (principal financial officer) of | ||||
| BlackRock Virginia Municipal Bond Trust |
Date: September 22, 2023
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