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: 811-08081
| Name of Fund: | BlackRock MuniHoldings Fund, Inc. (MHD) |
| Fund Address: | 100 Bellevue Parkway, Wilmington, DE 19809 |
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock MuniHoldings Fund, Inc., 55 East 52nd Street, New York, NY 10055
Registrant’s telephone number, including area code: (800) 882-0052, Option 4
Date of fiscal year end: 04/30/2021
Date of reporting period: 04/30/2021
Item 1 – Report to Stockholders
(a) The Report to Shareholders is attached herewith.
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APRIL 30, 2021 |
| 2021 Annual Report | ||
BlackRock MuniAssets Fund, Inc. (MUA)
BlackRock MuniHoldings Fund, Inc. (MHD)
BlackRock Muni Intermediate Duration Fund, Inc. (MUI)
BlackRock MuniVest Fund II, Inc. (MVT)
| Not FDIC Insured • May Lose Value • No Bank Guarantee |
Supplemental Information (unaudited)
Section 19(a) Notices
BlackRock MuniAssets Fund, Inc.’s (MUA) (the “Fund”) amounts and sources of distributions reported are estimates and are being provided pursuant to regulatory requirements and are not being provided for tax reporting purposes. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the year and may be subject to changes based on tax regulations. Shareholders will receive a Form 1099-DIV each calendar year that will inform them how to report these distributions for federal income tax purposes.
April 30, 2021
| Total Cumulative Distributions for the Fiscal Period |
% Breakdown of the Total Cumulative Distributions for the Fiscal Period |
|||||||||||||||||||||||||||||||||||||||
| Fund Name | Net Income |
Net Realized Capital Gains Short-Term |
Net Realized Capital Gains Long-Term |
Return of Capital (a) |
Total Per Common Share |
Net Income |
Net Realized Capital Gains Short-Term |
Net Realized Capital Gains Long-Term |
Return of Capital |
Total Per Common Share |
||||||||||||||||||||||||||||||
| MUA |
$ | 0.605743 | $ | — | $ | — | $ | 0.032977 | $ | 0.638720 | 95 | % | — | % | — | % | 5 | % | 100 | % | ||||||||||||||||||||
| (a) | The Fund estimates that it has distributed more than its net income and net realized capital gains; therefore, a portion of the distribution may be a return of capital. A return of capital may occur, for example, when some or all of the shareholder’s investment in the Fund is returned to the shareholder. A return of capital does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” When distributions exceed total return performance, the difference will reduce the Fund’s net asset value per share. |
Section 19(a) notices for the Fund, as applicable, are available on the BlackRock website at blackrock.com.
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| T H I S P A G E I S N O T P A R T O F Y O U R F U N D R E P O R T |
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Table of Contents
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| Financial Statements: |
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| 4 |
Municipal Market Overview For the Reporting Period Ended April 30, 2021
Municipal Market Conditions
Municipal bonds posted strong total returns during the period despite a considerable rise in interest rates as the economy normalized from the pandemic-induced economic shutdown. The asset class benefited from favorable supply and demand dynamics and improved credit fundamentals amid considerable fiscal stimulus and a quicker-than-expected rebound in state and local government revenues. As a result, municipal bonds generated substantial excess returns versus duration-matched U.S. Treasuries and longer duration and lower credit quality strategies outperformed. Despite broad strength, the market contended with brief periods of volatility surrounding U.S. election uncertainty as well as a temporary valuation-based market correction in late February.
| Technical support was strong throughout the period as robust demand outpaced supply. During the 12 months ended April 30, 2021, municipal bond funds experienced net inflows totaling $99 billion, with January producing the largest monthly net inflow on record (based on data from the Investment Company Institute). For the same period, the market absorbed $477 billion in issuance, materially elevated compared to the $417 billion issued during the prior 12-month period. However, taxable municipal issuance, which typically draws a different and unique buyer base, was proportionally elevated, making supply less onerous on the traditional tax-exempt market. |
|
S&P Municipal Bond Index | ||
| Total Returns as of April 30, 2021 | ||||
| 6 months: 2.42% | ||||
| 12 months: 7.40% | ||||
A Closer Look at Yields
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From April 30, 2020 to April 30, 2021, yields on AAA-rated 30-year municipal bonds decreased by 69 basis points (“bps”) from 2.28% to 1.59%, while 10-year rates decreased by 47 bps from 1.46% to 0.99% and five-year rates decreased by 66 bps from 1.09% to 0.43% (as measured by Thomson Municipal Market Data). As a result, the municipal yield curve bull steepened over the 12-month period with the spread between two- and 30-year maturities steepening by 12 bps, led by 34 bps of steepening between two- and 10-year maturities. |
| Consistent municipal outperformance has resulted in stretched valuations. After dislocating at the height of the pandemic, municipal-to-Treasury ratios posted all-time lows in February and remain well below historical averages. |
Financial Conditions of Municipal Issuers
The COVID-19 pandemic has been an unprecedented shock to the system impacting nearly every sector in the municipal market. Fortunately, most states and municipalities were in excellent fiscal health before the crisis, and the federal government is delivering another $350 billion injection. Direct state and local government aid will provide additional support to own-source government tax receipts, which have outperformed the dire predictions made in early 2020. Essential public services such as power, water, and sewer remain protected segments. State housing authority bonds, flagship universities, and strong national and regional health systems have absorbed the impact of the economic shock. While some segments still confront financial pressures, the combination of new federal stimulus and vaccine distribution is boosting economic activity and, consequently, increasing revenue receipts in these sectors as well. Critical providers (safety net hospitals, mass transit systems, airports) with limited resources may still experience fiscal strain, but the additional aid and the re-opening of the economy should support operating results in the second half of 2021. BlackRock anticipates that a small subset of the market, mainly non-rated stand-alone projects, will remain susceptible to credit deterioration. Again, however, ongoing vaccine distribution and consequent rebound in economic activity could reduce the number of potential defaults in riskier non-rated credits. While credit fundamentals have improved noticeably across the municipal space, BlackRock advocates careful credit selection as the market must still navigate near-term uncertainty.
The opinions expressed are those of BlackRock as of April 30, 2021 and are subject to change at any time due to changes in market or economic conditions. The comments should not be construed as a recommendation of any individual holdings or market sectors. Investing involves risk including loss of principal. Bond values fluctuate in price so the value of your investment can go down depending on market conditions. Fixed income risks include interest-rate and credit risk. Typically, when interest rates rise, there is a corresponding decline in bond values. Credit risk refers to the possibility that the bond issuer will not be able to make principal and interest payments. There may be less information on the financial condition of municipal issuers than for public corporations. The market for municipal bonds may be less liquid than for taxable bonds. Some investors may be subject to Alternative Minimum Tax (“AMT”). Capital gains distributions, if any, are taxable.
The S&P Municipal Bond Index, a broad, market value-weighted index, seeks to measure the performance of the U.S. municipal bond market. All bonds in the index are exempt from U.S. federal income taxes or subject to the AMT. Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. It is not possible to invest directly in an index.
| M U N I C I P A L M A R K E T O V E R V I E W |
5 |
The Benefits and Risks of Leveraging
The Funds 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 Fund on its longer-term portfolio investments purchased with the proceeds from leverage. To the extent that the total assets of each Fund (including the assets obtained from leverage) are invested in higher-yielding portfolio investments, each Fund’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 Fund’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 Fund’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 Fund with the proceeds from leverage earn income based on longer-term interest rates. In this case, a Fund’s financing cost of leverage is significantly lower than the income earned on a Fund’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 Fund’s return on assets purchased with leverage proceeds, income to shareholders is lower than if a Fund had not used leverage. Furthermore, the value of the Funds’ 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 Fund’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 Funds’ 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 Fund’s intended leveraging strategy will be successful.
The use of leverage also generally causes greater changes in each Fund’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 Fund’s Common Shares than if the Fund were not leveraged. In addition, each Fund 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 Fund to incur losses. The use of leverage may limit a Fund’s ability to invest in certain types of securities or use certain types of hedging strategies. Each Fund 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 Fund’s investment advisory fees includes assets purchased with the proceeds of leverage, the investment advisory fees payable to the Funds’ investment adviser will be higher than if the Funds did not use leverage.
To obtain leverage, each Fund has issued Variable Rate Muni Term Preferred Shares (“VMTP 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 Fund is permitted to issue debt up to 33 1/3% of its total managed assets or equity securities (e.g., Preferred Shares) up to 50% of its total managed assets. A Fund may voluntarily elect to limit its leverage to less than the maximum amount permitted under the 1940 Act. In addition, a Fund may also be subject to certain asset coverage, leverage or portfolio composition requirements imposed by the Preferred Shares’ governing instruments or by agencies rating the Preferred Shares, which may be more stringent than those imposed by the 1940 Act.
If a Fund segregates or designates on its books and records cash or liquid assets having a value not less than the value of a Fund’s obligations under the TOB Trust (including accrued interest), then the TOB Trust is not considered a senior security and is not subject to the foregoing limitations and requirements imposed by the 1940 Act.
Derivative Financial Instruments
The Funds may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. The Funds’ 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 Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Funds’ investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.
| 6 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Fund Summary as of April 30, 2021 | BlackRock MuniAssets Fund, Inc. (MUA) |
Investment Objective
BlackRock MuniAssets Fund, Inc.’s (MUA) (the “Fund”) investment objective is to provide high current income exempt from U.S. federal income taxes by investing primarily in a portfolio of medium- to lower-grade or unrated municipal obligations, the interest on which, in the opinion of bond counsel to the issuer, is exempt from U.S. federal income taxes. The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in municipal bonds exempt from U.S. federal income taxes (except that the interest may be subject to the federal alternative minimum tax). The Fund invests at least 65% of its assets in municipal bonds that are rated in the medium to lower rating categories by nationally recognized rating services (for example, Baa or lower by Moody’s Investors Service, Inc. (“Moody’s”) or BBB or lower by S&P Global Ratings, or securities that are unrated but are deemed by the investment adviser to be of comparable quality at the time of investment. The Fund may invest directly in such securities or synthetically through the use of derivatives.
No assurance can be given that the Fund’s investment objective will be achieved.
Fund Information
| Symbol on New York Stock Exchange |
MUA | |
| Initial Offering Date |
June 25, 1993 | |
| Yield on Closing Market Price as of April 30, 2021 ($15.26)(a) |
4.13% | |
| Tax Equivalent Yield(b) |
6.98% | |
| Current Monthly Distribution per Common Share(c) |
$0.0525 | |
| Current Annualized Distribution per Common Share(c) |
$0.6300 | |
| Leverage as of April 30, 2021(d) |
11% |
| (a) | Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance is not an indication of future results. |
| (b) | Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields. |
| (c) | The distribution rate is not constant and is subject to change. A portion of the distribution may be deemed a return of capital or net realized gain. |
| (d) | Represents TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments. |
Market Price and Net Asset Value Per Share Summary
| 04/30/21 | 04/30/20 | Change | High | Low | ||||||||||||||||
| Market Price |
$ | 15.26 | $ | 12.48 | 22.28 | % | $ | 15.96 | $ | 12.47 | ||||||||||
| Net Asset Value |
14.77 | 12.83 | 15.12 | 14.84 | 12.83 | |||||||||||||||
Market Price and Net Asset Value History for the Past Five Years
| F U N D S U M M A R Y |
7 |
| Fund Summary as of April 30, 2021 (continued) | BlackRock MuniAssets Fund, Inc. (MUA) |
Performance
Returns for the twelve months ended April 30, 2021 were as follows:
| Returns Based On | ||||||||
| Market Price | NAV | |||||||
| MUA(a)(b) |
27.89 | % | 20.41 | % | ||||
| Lipper High Yield Municipal Debt Funds(c) |
26.37 | 18.81 | ||||||
| (a) | All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Fund’s use of leverage. |
| (b) | The Fund moved from a discount to NAV to a premium during the period, which accounts for the difference between performance based on market price and performance based on NAV. |
| (c) | Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper. |
Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.
Past performance is not an indication of future results.
More information about the Fund’s historical performance can be found in the “Closed End Funds” section of blackrock.com.
The following discussion relates to the Fund’s absolute performance based on NAV:
Despite rising U.S. Treasury yields, municipal bonds delivered strong returns in the 12-month period. (Prices and yields move in opposite directions.) When the period began in April 2020, the market was still suffering the dislocations caused by COVID-19. Tax-exempt bonds subsequently recovered off their pandemic-driven lows due to the release of multiple coronavirus vaccines, better-than-expected growth, improving municipal finances and robust investor demand. The prospect of substantial fiscal stimulus was an additional tailwind for the market. These factors fueled a decline in yield spreads versus U.S. Treasuries, leading to impressive gains for municipal debt.
The Fund’s positions in long-dated below investment-grade bonds made the largest contribution to performance. At the sector level, holdings in tax-backed, education, tobacco and development district issues were key contributors. An allocation to Puerto Rico, which strongly outperformed the broader market, also aided results.
The Fund’s use of leverage, which enhanced portfolio income and amplified the impact of rising prices, was an additional contributor. The Fund sought to manage interest rate risk using U.S. Treasury futures, which was a modest detractor from performance late in the period.
The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
| 8 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Fund Summary as of April 30, 2021 (continued) | BlackRock MuniAssets Fund, Inc. (MUA) |
Overview of the Fund’s Total Investments
| (a) | Excludes short-term securities. |
| (b) | For Fund compliance purposes, the Fund’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 April 30, 2021 and April 30, 2020, the market value of unrated securities deemed by the investment adviser to be investment grade represents 2% and 2%, respectively, of the Fund’s total investments. |
| F U N D S U M M A R Y |
9 |
| Fund Summary as of April 30, 2021 | BlackRock MuniHoldings Fund, Inc. (MHD) |
Investment Objective
BlackRock MuniHoldings Fund, Inc.’s (MHD) (the “Fund”) investment objective is to provide shareholders with current income exempt from U.S. federal income taxes. The Fund seeks to achieve its investment objective by investing at least 80% of its assets 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). The Fund invests, under normal market conditions, at least 75% of its assets in municipal bonds rated investment grade or, if unrated, are deemed to be of comparable quality by the investment adviser at the time of investment and invests primarily in long-term municipal bonds with a maturity of more than ten years at the time of investment. The Fund may invest directly in such securities or synthetically through the use of derivatives.
On June 16, 2020, the Board of Directors or the Board of Trustees, as applicable, of BlackRock Municipal Income Investment Quality Trust (BAF), BlackRock Municipal Bond Trust (BBK), BlackRock MuniHoldings Fund II, Inc. (MUH), BlackRock MuniHoldings Quality Fund, Inc. (MUS) and the Fund each approved the reorganizations of BAF, BBK, MUH and MUS into MHD. At a special shareholder meeting on December 15, 2020 for the Fund and BBK, and on January 21, 2021 for BAF, MUH and MUS, the requisite shareholders approved the reorganization, which was effective March 8, 2021.
No assurance can be given that the Fund’s investment objective will be achieved.
Fund Information
| Symbol on New York Stock Exchange |
MHD | |
| Initial Offering Date |
May 2, 1997 | |
| Yield on Closing Market Price as of April 30, 2021 ($16.33)(a) |
4.45% | |
| Tax Equivalent Yield(b) |
7.52% | |
| Current Monthly Distribution per Common Share(c) |
$0.0605 | |
| Current Annualized Distribution per Common Share(c) |
$0.7260 | |
| Leverage as of April 30, 2021(d) |
38% |
| (a) | Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance is not an indication of future results. |
| (b) | Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields. |
| (c) | The distribution rate is not constant and is subject to change. |
| (d) | Represents VMTP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VMTP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments. |
Market Price and Net Asset Value Per Share Summary
| 04/30/21 | 04/30/20 | Change | High | Low | ||||||||||||||||
| Market Price |
$ | 16.33 | $ | 13.91 | 17.40 | % | $ | 17.25 | $ | 13.80 | ||||||||||
| Net Asset Value |
17.30 | 15.18 | 13.97 | 17.73 | 15.18 | |||||||||||||||
Market Price and Net Asset Value History for the Past Five Years
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| Fund Summary as of April 30, 2021 (continued) | BlackRock MuniHoldings Fund, Inc. (MHD) |
Performance
Returns for the twelve months ended April 30, 2021 were as follows:
| Returns Based On | ||||||||
| Market Price | NAV | |||||||
| MHD(a)(b) |
22.90 | % | 19.31 | % | ||||
| Lipper General & Insured Municipal Debt Funds (Leveraged)(c) |
24.58 | 17.88 | ||||||
| (a) | All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Fund’s use of leverage. |
| (b) | The Fund’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV. |
| (c) | Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper. |
Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.
Past performance is not an indication of future results.
More information about the Fund’s historical performance can be found in the “Closed End Funds” section of blackrock.com.
The following discussion relates to the Fund’s absolute performance based on NAV:
Despite rising U.S. Treasury yields, municipal bonds delivered strong returns in the 12-month period. (Prices and yields move in opposite directions.) When the period began in April 2020, the market was still suffering the dislocations caused by COVID-19. Tax-exempt bonds subsequently recovered off their pandemic-driven lows due to the release of multiple coronavirus vaccines, better-than-expected growth, improving municipal finances and robust investor demand. The prospect of substantial fiscal stimulus was an additional tailwind for the market. These factors fueled a decline in yield spreads versus U.S. Treasuries, leading to impressive gains for municipal debt.
The Fund’s holdings in long-dated investment grade bonds performed well due to persistent investor demand, diminished supply, and waning credit concerns brought about by expectations for robust federal support for state and local municipalities. Positions in high yield securities (those rated below investment grade) also benefited from significant yield spread compression at a time of robust investor demand for yield.
At the sector level, holdings in tax-backed, transportation, health care and tobacco issues were strong performers. The Fund’s use of leverage, which enhanced portfolio income and amplified the impact of rising prices, was an additional contributor. The Fund sought to manage interest rate risk using U.S. Treasury futures, which was a modest detractor from performance late in the period.
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.
| F U N D S U M M A R Y |
11 |
| Fund Summary as of April 30, 2021 (continued) | BlackRock MuniHoldings Fund, Inc. (MHD) |
Overview of the Fund’s Total Investments
| (a) | Excludes short-term securities. |
| (b) | For Fund compliance purposes, the Fund’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) | Rounds to less than 1% of total investments. |
| (f) | The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments. Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of April 30, 2021 and April 30, 2020, the market value of unrated securities deemed by the investment adviser to be investment grade represents 2% and 2%, respectively, of the Fund’s total investments. |
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| Fund Summary as of April 30, 2021 | BlackRock Muni Intermediate Duration Fund, Inc. (MUI) |
Investment Objective
BlackRock Muni Intermediate Duration Fund, Inc.’s (MUI) (the “Fund”) investment objective is to provide common shareholders with high current income exempt from U.S. federal income taxes. The Fund seeks to achieve its investment objective by investing at least 80% of its assets 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). Under normal market conditions, the Fund invests at least 75% of its assets in municipal bonds rated investment grade or, if unrated, are deemed to be of comparable quality by the investment adviser, at the time of investment. The Fund expects to maintain a dollar-weighted average portfolio duration, as calculated by the investment adviser, of three to ten years. The Fund may invest directly in such securities or synthetically through the use of derivatives.
No assurance can be given that the Fund’s investment objective will be achieved.
Fund Information
| Symbol on New York Stock Exchange |
MUI | |
| Initial Offering Date |
August 1, 2003 | |
| Yield on Closing Market Price as of April 30, 2021 ($15.09)(a) |
4.29% | |
| Tax Equivalent Yield(b) |
7.25% | |
| Current Monthly Distribution per Common Share(c) |
$0.0540 | |
| Current Annualized Distribution per Common Share(c) |
$0.6480 | |
| Leverage as of April 30, 2021(d) |
38% |
| (a) | Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance is not an indication of future results. |
| (b) | Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields. |
| (c) | The distribution rate is not constant and is subject to change. |
| (d) | Represents VMTP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VMTP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments. |
Market Price and Net Asset Value Per Share Summary
| 04/30/21 | 04/30/20 | Change | High | Low | ||||||||||||||||
| Market Price |
$ | 15.09 | $ | 13.13 | 14.93 | % | $ | 15.34 | $ | 12.80 | ||||||||||
| Net Asset Value |
16.11 | 14.62 | 10.19 | 16.35 | 14.62 | |||||||||||||||
Market Price and Net Asset Value History for the Past Five Years
| F U N D S U M M A R Y |
13 |
| Fund Summary as of April 30, 2021 (continued) | BlackRock Muni Intermediate Duration Fund, Inc. (MUI) |
Performance
Returns for the twelve months ended April 30, 2021 were as follows:
| Returns Based On | ||||||||
| Market Price | NAV | |||||||
| MUI(a)(b) |
20.02 | % | 15.08 | % | ||||
| Lipper Intermediate Municipal Debt Funds(c) |
18.96 | 13.59 | ||||||
| (a) | All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Fund’s use of leverage. |
| (b) | The Fund’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV. |
| (c) | Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper. |
Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.
Past performance is not an indication of future results.
More information about the Fund’s historical performance can be found in the “Closed End Funds” section of blackrock.com.
The following discussion relates to the Fund’s absolute performance based on NAV:
Despite rising U.S. Treasury yields, municipal bonds delivered strong returns in the 12-month period. (Prices and yields move in opposite directions.) When the period began in April 2020, the market was still suffering the dislocations caused by COVID-19. Tax-exempt bonds subsequently recovered off their pandemic-driven lows due to the release of multiple coronavirus vaccines, better-than-expected growth, improving municipal finances and robust investor demand. The prospect of substantial fiscal stimulus was an additional tailwind for the market. These factors fueled a decline in yield spreads versus U.S. Treasuries, leading to impressive gains for municipal debt.
The Fund benefited from its positions in bonds with maturities in the 10- to 15-year range. Holdings in lower-rated investment-grade bonds, including those rated A and BBB, performed particularly well as spreads tightened. At the sector level, positions in state tax-backed and transportation issues generated robust returns. In the former category, lower-rated issuers such as Illinois, New Jersey and Puerto Rico were especially strong performers. The Fund’s use of leverage, which enhanced portfolio income and amplified the impact of rising prices, was an additional contributor. The Fund sought to manage interest rate risk using U.S. Treasury futures, which further contributed to results given that U.S. Treasury yields rose.
Conversely, the Fund’s positions in shorter duration debt, including pre-refunded securities, underperformed. (Duration is a measure of interest rate sensitivity.) Reinvestment risk remained a headwind since the proceeds from bonds that matured or were called needed to be reinvested at lower yields compared to those that were issued when yields were higher.
The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
| 14 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Fund Summary as of April 30, 2021 (continued) | BlackRock Muni Intermediate Duration Fund, Inc. (MUI) |
Overview of the Fund’s Total Investments
| (a) | Excludes short-term securities. |
| (b) | For Fund compliance purposes, the Fund’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) | Rounds to less than 1% of total investments. |
| (f) | The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments. Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of April 30, 2021 and April 30, 2020, the market value of unrated securities deemed by the investment adviser to be investment grade each represents less than 1% of the Fund’s total investments. |
| F U N D S U M M A R Y |
15 |
| Fund Summary as of April 30, 2021 | BlackRock MuniVest Fund II, Inc. (MVT) |
Investment Objective
BlackRock MuniVest Fund II, Inc.’s (MVT) (the “Fund”) investment objective is to provide shareholders with as high a level of current income exempt from U.S. federal income taxes as is consistent with its investment policies and prudent investment management. The Fund seeks to achieve its investment objective by investing at least 80% of its assets 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). The Fund invests, under normal market conditions, at least 75% of its assets in municipal bonds rated investment grade or, if unrated, are deemed to be of comparable quality by the investment adviser at the time of investment and invests primarily in long-term municipal bonds with a maturity of more than ten years at the time of investment. The Fund may invest directly in such securities or synthetically through the use of derivatives.
No assurance can be given that the Fund’s investment objective will be achieved.
Fund Information
| Symbol on New York Stock Exchange |
MVT | |
| Initial Offering Date |
March 29, 1993 | |
| Yield on Closing Market Price as of April 30, 2021 ($15.15)(a) |
4.63% | |
| Tax Equivalent Yield(b) |
7.82% | |
| Current Monthly Distribution per Common Share(c) |
$0.0585 | |
| Current Annualized Distribution per Common Share(c) |
$0.7020 | |
| Leverage as of April 30, 2021(d) |
37% |
| (a) | Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance is not an indication of future results. |
| (b) | Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields. |
| (c) | The distribution rate is not constant and is subject to change. |
| (d) | Represents VMTP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VMTP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments. |
Market Price and Net Asset Value Per Share Summary
| 04/30/21 | 04/30/20 | Change | High | Low | ||||||||||||||||
| Market Price |
$ | 15.15 | $ | 12.55 | 20.72 | % | $ | 15.93 | $ | 12.48 | ||||||||||
| Net Asset Value |
15.60 | 13.60 | 14.71 | 15.93 | 13.60 | |||||||||||||||
Market Price and Net Asset Value History for the Past Five Years
| 16 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Fund Summary as of April 30, 2021 (continued) | BlackRock MuniVest Fund II, Inc. (MVT) |
Performance
Returns for the twelve months ended April 30, 2021 were as follows:
| Returns Based On | ||||||||
| Market Price | NAV | |||||||
| MVT(a)(b) |
26.52 | % | 20.22 | % | ||||
| Lipper General & Insured Municipal Debt Funds (Leveraged)(c) |
24.58 | 17.88 | ||||||
| (a) | All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Fund’s use of leverage. |
| (b) | The Fund’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV. |
| (c) | Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper. |
Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.
Past performance is not an indication of future results.
More information about the Fund’s historical performance can be found in the “Closed End Funds” section of blackrock.com.
The following discussion relates to the Fund’s absolute performance based on NAV:
Despite rising U.S. Treasury yields, municipal bonds delivered strong returns in the 12-month period. (Prices and yields move in opposite directions.) When the period began in April 2020, the market was still suffering the dislocations caused by COVID-19. Tax-exempt bonds subsequently recovered off their pandemic-driven lows due to the release of multiple coronavirus vaccines, better-than-expected growth, improving municipal finances and robust investor demand. The prospect of substantial fiscal stimulus was an additional tailwind for the market. These factors fueled a decline in yield spreads versus U.S. Treasuries, leading to impressive gains for municipal debt.
The Fund’s holdings in long-dated investment grade bonds performed well due to persistent investor demand, diminished supply, and waning credit concerns brought about by expectations for robust federal support for state and local municipalities. Positions in high yield securities (those rated below investment grade) also benefited from significant yield spread compression at a time of robust investor demand for yield.
At the sector level, holdings in tax-backed, transportation, tobacco and health care issues were strong performers. The Fund’s use of leverage, which enhanced portfolio income and amplified the impact of rising prices, was an additional contributor. The Fund sought to manage interest rate risk using U.S. Treasury futures, which was a modest detractor from performance late in the period.
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.
| F U N D S U M M A R Y |
17 |
| Fund Summary as of April 30, 2021 (continued) | BlackRock MuniVest Fund II, Inc. (MVT) |
Overview of the Fund’s Total Investments
| (a) | Excludes short-term securities. |
| (b) | For Fund compliance purposes, the Fund’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 April 30, 2021 and April 30, 2020, the market value of unrated securities deemed by the investment adviser to be investment grade represents 2% and less than 1%, respectively, of the Fund’s total investments. |
| 18 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
|
April 30, 2021 |
BlackRock MuniAssets Fund, Inc. (MUA) (Percentages shown are based on Net Assets) |
|
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) April 30, 2021 |
BlackRock MuniAssets Fund, Inc. (MUA) (Percentages shown are based on Net Assets) |
| 20 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniAssets Fund, Inc. (MUA) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
21 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniAssets Fund, Inc. (MUA) (Percentages shown are based on Net Assets) |
| 22 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniAssets Fund, Inc. (MUA) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
23 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniAssets Fund, Inc. (MUA) (Percentages shown are based on Net Assets) |
| 24 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniAssets Fund, Inc. (MUA) (Percentages shown are based on Net Assets) |
Affiliates
Investments in issuers considered to be affiliate(s) of the Fund during the year ended April 30, 2021 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
| Affiliated Issuer | Value at 04/30/20 |
Purchases at Cost |
Proceeds from Sales |
Net Realized Gain (Loss) |
Change in Unrealized Appreciation (Depreciation) |
Value at 04/30/21 |
Shares Held at 04/30/21 |
Income | Capital Gain Distributions from Underlying Funds |
|||||||||||||||||||||||||||
| BlackRock Liquidity Funds, MuniCash, Institutional Class(a) |
$ | 2,764,208 | $ | — | $ | (2,763,928) | (b) | $ | (280 | ) | $ | — | $ | — | — | $ | 696 | $ | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| (a) | As of period end, the entity is no longer held. |
| (b) | Represents net amount purchased (sold). |
|
S C H E D U L E O F I N V E S T M E N T S |
25 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniAssets Fund, Inc. (MUA) |
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 |
69 | 06/21/21 | $ | 9,117 | $ | (48,152 | ) | |||||||||
| U.S. Long Treasury Bond |
38 | 06/21/21 | 5,978 | (39,981 | ) | |||||||||||
|
|
|
|||||||||||||||
| $ | (88,133 | ) | ||||||||||||||
|
|
|
|||||||||||||||
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) |
$ | — | $ | — | $ | — | $ | — | $ | 88,133 | $ | — | $ | 88,133 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (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 year ended April 30, 2021, 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 Change in Unrealized Appreciation (Depreciation) on |
||||||||||||||||||||||||||||
| Futures contracts |
$ | — | $ | — | $ | — | $ | — | $ | (88,133 | ) | $ | — | $ | (88,133 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Average Quarterly Balances of Outstanding Derivative Financial Instruments
| Futures contracts |
||||
| Average notional value of contracts — short |
$3,773,625 |
For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.
| 26 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniAssets Fund, Inc. (MUA) |
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 Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.
The following tables summarize the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s investments into major categories is disclosed in the Schedule of Investments above.
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets |
||||||||||||||||
| Investments |
||||||||||||||||
| Long-Term Investments |
||||||||||||||||
| Municipal Bonds |
$ | — | $ | 500,611,261 | $ | — | $ | 500,611,261 | ||||||||
| Municipal Bonds Transferred to Tender Option Bond Trusts |
— | 113,106,929 | — | 113,106,929 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | — | $ | 613,718,190 | $ | — | $ | 613,718,190 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Derivative Financial Instruments(a) |
||||||||||||||||
| Liabilities |
||||||||||||||||
| Interest Rate Contracts |
$ | (88,133 | ) | $ | — | $ | — | $ | (88,133 | ) | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, TOB Trust Certificates of $68,781,335 are categorized as Level 2 within the fair value hierarchy.
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 |
27 |
| Schedule of Investments April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
| 28 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
29 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
| 30 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
31 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
| 32 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
33 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
| 34 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
35 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
| 36 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
37 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
| 38 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
39 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
| 40 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
41 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) |
Affiliates
Investments in issuers considered to be affiliate(s) of the Fund during the year ended April 30, 2021 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
| Affiliated Issuer | Value at 04/30/20 |
Purchases at Cost |
Proceeds from Sales |
Net Realized Gain (Loss) |
Change in Unrealized Appreciation (Depreciation) |
Value at 04/30/21 |
Shares Held at 04/30/21 |
Income | Capital Gain Distributions from Underlying Funds |
|||||||||||||||||||||||||||
| BlackRock Liquidity Funds, MuniCash, Institutional Class |
$ | 5,685,668 | $ | 2,157,616 | (a) | $ | — | $ | 2,361 | $ | (1,744 | ) | $ | 7,843,901 | 7,842,333 | $ | 702 | $ | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| (a) | Represents net amount purchased (sold). |
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 |
187 | 06/21/21 | $ | 24,707 | $ | (130,530 | ) | |||||||||
| U.S. Long Treasury Bond |
104 | 06/21/21 | 16,361 | (109,351 | ) | |||||||||||
|
|
|
|||||||||||||||
| $ | (239,881 | ) | ||||||||||||||
|
|
|
|||||||||||||||
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) |
$ | — | $ | — | $ | — | $ | — | $ | 239,881 | $ | — | $ | 239,881 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (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 year ended April 30, 2021, 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 Change in Unrealized Appreciation (Depreciation) on |
||||||||||||||||||||||||||||
| Futures contracts |
$ | — | $ | — | $ | — | $ | — | $ | (239,881 | ) | $ | — | $ | (239,881 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| 42 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniHoldings Fund, Inc. (MHD) |
Average Quarterly Balances of Outstanding Derivative Financial Instruments
| Futures contracts |
||||
| Average notional value of contracts — short |
$ | 10,266,969 |
For more information about the Fund’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 Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.
The following tables summarize the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s investments into major categories is disclosed in the Schedule of Investments above.
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets |
||||||||||||||||
| Investments |
||||||||||||||||
| Long-Term Investments |
||||||||||||||||
| Municipal Bonds |
$ | — | $ | 1,086,605,200 | $ | — | $ | 1,086,605,200 | ||||||||
| Municipal Bonds Transferred to Tender Option Bond Trusts |
— | 375,630,927 | — | 375,630,927 | ||||||||||||
| Short-Term Securities |
||||||||||||||||
| Money Market Funds |
7,843,901 | — | — | 7,843,901 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 7,843,901 | $ | 1,462,236,127 | $ | — | $ | 1,470,080,028 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Derivative Financial Instruments(a) |
||||||||||||||||
| Liabilities |
||||||||||||||||
| Interest Rate Contracts |
$ | (239,881 | ) | $ | — | $ | — | $ | (239,881 | ) | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
The Fund 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 |
$ | — | $ | (213,103,519 | ) | $ | — | $ | (213,103,519 | ) | ||||||
| VMTP Shares at Liquidation Value |
— | (347,800,000 | ) | — | (347,800,000 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | — | $ | (560,903,519 | ) | $ | — | $ | (560,903,519 | ) | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
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 |
43 |
| Schedule of Investments April 30, 2021 |
BlackRock Muni Intermediate Duration Fund, Inc. (MUI) (Percentages shown are based on Net Assets) |
| 44 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock Muni Intermediate Duration Fund, Inc. (MUI) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
45 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock Muni Intermediate Duration Fund, Inc. (MUI) (Percentages shown are based on Net Assets) |
| 46 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock Muni Intermediate Duration Fund, Inc. (MUI) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
47 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock Muni Intermediate Duration Fund, Inc. (MUI) (Percentages shown are based on Net Assets) |
| 48 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock Muni Intermediate Duration Fund, Inc. (MUI) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
49 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock Muni Intermediate Duration Fund, Inc. (MUI) (Percentages shown are based on Net Assets) |
| 50 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock Muni Intermediate Duration Fund, Inc. (MUI) |
Affiliates
Investments in issuers considered to be affiliate(s) of the Fund during the year ended April 30, 2021 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
| Affiliated Issuer | Value at 04/30/20 |
Purchases at Cost |
Proceeds from Sales |
Net Realized Gain (Loss) |
Change in Unrealized Appreciation (Depreciation) |
Value at 04/30/21 |
Shares Held at 04/30/21 |
Income | Capital Gain Distributions from Underlying Funds |
|||||||||||||||||||||||||||
| BlackRock Liquidity Funds, MuniCash, Institutional Class |
$ | — | $ | 127,048 | (a) | $ | — | $ | (529 | ) | $ | — | $ | 126,519 | 126,493 | $ | 381 | $ | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| (a) | Represents net amount purchased (sold). |
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 |
262 | 06/21/21 | $ | 34,617 | $ | 482,424 | ||||||||||
| U.S. Long Treasury Bond |
26 | 06/21/21 | 4,090 | 85,537 | ||||||||||||
|
|
|
|||||||||||||||
| $ | 567,961 | |||||||||||||||
|
|
|
|||||||||||||||
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 | ||||||||||||||||||||||
| Assets — Derivative Financial Instruments |
||||||||||||||||||||||||||||
| Futures contracts |
||||||||||||||||||||||||||||
| Unrealized appreciation on futures contracts(a) |
$ | — | $ | — | $ | — | $ | — | $ | 567,961 | $ | — | $ | 567,961 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (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 year ended April 30, 2021, 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 |
$ | — | $ | — | $ | — | $ | — | $ | 1,004,936 | $ | — | $ | 1,004,936 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net Change in Unrealized Appreciation (Depreciation) on |
||||||||||||||||||||||||||||
| Futures contracts |
$ | — | $ | — | $ | — | $ | — | $ | 567,961 | $ | — | $ | 567,961 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Average Quarterly Balances of Outstanding Derivative Financial Instruments
| Futures contracts |
||||
| Average notional value of contracts — short |
$ | 27,460,273 |
For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the 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 |
51 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock Muni Intermediate Duration Fund, Inc. (MUI) |
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 Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.
The following tables summarize the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s investments into major categories is disclosed in the Schedule of Investments above.
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets |
||||||||||||||||
| Investments |
||||||||||||||||
| Long-Term Investments |
||||||||||||||||
| Municipal Bonds |
$ | — | $ | 825,011,345 | $ | — | $ | 825,011,345 | ||||||||
| Municipal Bonds Transferred to Tender Option Bond Trusts |
— | 160,127,405 | — | 160,127,405 | ||||||||||||
| Short-Term Securities |
||||||||||||||||
| Money Market Funds |
126,519 | — | — | 126,519 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 126,519 | $ | 985,138,750 | $ | — | $ | 985,265,269 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Derivative Financial Instruments(a) |
||||||||||||||||
| Assets |
||||||||||||||||
| Interest Rate Contracts |
$ | 567,961 | $ | — | $ | — | $ | 567,961 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
The Fund 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 |
$ | — | $ | (93,068,875 | ) | $ | — | $ | (93,068,875 | ) | ||||||
| VMTP Shares at Liquidation Value |
— | (287,100,000 | ) | — | (287,100,000 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | — | $ | (380,168,875 | ) | $ | — | $ | (380,168,875 | ) | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
See notes to financial statements.
| 52 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments April 30, 2021 |
BlackRock MuniVest Fund II, Inc. (MVT) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
53 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniVest Fund II, Inc. (MVT) (Percentages shown are based on Net Assets) |
| 54 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniVest Fund II, Inc. (MVT) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
55 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniVest Fund II, Inc. (MVT) (Percentages shown are based on Net Assets) |
| 56 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniVest Fund II, Inc. (MVT) (Percentages shown are based on Net Assets) |
|
S C H E D U L E O F I N V E S T M E N T S |
57 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniVest Fund II, Inc. (MVT) (Percentages shown are based on Net Assets) |
| 58 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniVest Fund II, Inc. (MVT) |
Affiliates
Investments in issuers considered to be affiliate(s) of the Fund during the year ended April 30, 2021 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
| Affiliated Issuer | Value at 04/30/20 |
Purchases at Cost |
Proceeds from Sales |
Net Realized Gain (Loss) |
Change in Unrealized Appreciation (Depreciation) |
Value at 04/30/21 |
Shares Held at 04/30/21 |
Income | Capital Gain Distributions from Underlying Funds |
|||||||||||||||||||||||||||
| BlackRock Liquidity Funds, MuniCash, Institutional Class |
$ | 5,634,448 | $ | — | $ | (4,980,448 | )(a) | $ | 2,908 | $ | (1,754 | ) | $ | 655,154 | 655,023 | $ | 642 | $ | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| (a) | Represents net amount purchased (sold). |
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 |
68 | 06/21/21 | $ | 8,985 | $ | (47,423 | ) | |||||||||
| U.S. Long Treasury Bond |
42 | 06/21/21 | 6,607 | (44,179 | ) | |||||||||||
|
|
|
|||||||||||||||
| $ | (91,602 | ) | ||||||||||||||
|
|
|
|||||||||||||||
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) |
$ | — | $ | — | $ | — | $ | — | $ | 91,602 | $ | — | $ | 91,602 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (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 year ended April 30, 2021, 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 Change in Unrealized Appreciation (Depreciation) on |
||||||||||||||||||||||||||||
| Futures contracts |
$ | — | $ | — | $ | — | $ | — | $ | (91,602 | ) | $ | — | $ | (91,602 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Average Quarterly Balances of Outstanding Derivative Financial Instruments
| Futures contracts |
||||
| Average notional value of contracts — short |
$ | 3,897,906 |
For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the 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 |
59 |
| Schedule of Investments (continued) April 30, 2021 |
BlackRock MuniVest Fund II, Inc. (MVT) |
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 Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.
The following tables summarize the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s investments into major categories is disclosed in the Schedule of Investments above.
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets |
||||||||||||||||
| Investments |
||||||||||||||||
| Long-Term Investments |
||||||||||||||||
| Municipal Bonds |
$ | — | $ | 425,733,727 | $ | — | $ | 425,733,727 | ||||||||
| Municipal Bonds Transferred to Tender Option Bond Trusts |
— | 99,183,830 | — | 99,183,830 | ||||||||||||
| Short-Term Securities |
||||||||||||||||
| Money Market Funds |
655,154 | — | — | 655,154 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 655,154 | $ | 524,917,557 | $ | — | $ | 525,572,711 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Derivative Financial Instruments(a) |
||||||||||||||||
| Liabilities |
||||||||||||||||
| Interest Rate Contracts |
$ | (91,602 | ) | $ | — | $ | — | $ | (91,602 | ) | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
The Fund 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 |
$ | — | $ | (57,997,363 | ) | $ | — | $ | (57,997,363 | ) | ||||||
| VMTP Shares at Liquidation Value |
— | (140,000,000 | ) | — | (140,000,000 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | — | $ | (197,997,363 | ) | $ | — | $ | (197,997,363 | ) | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
See notes to financial statements.
| 60 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Statements of Assets and Liabilities
April 30, 2021
| MUA | MHD | MUI | MVT | |||||||||||||
|
|
||||||||||||||||
| ASSETS |
||||||||||||||||
| Investments at value — unaffiliated(a) |
$ | 613,718,190 | $ | 1,462,236,127 | $ | 985,138,750 | $ | 524,917,557 | ||||||||
| Investments at value — affiliated(b) |
— | 7,843,901 | 126,519 | 655,154 | ||||||||||||
| Cash |
49,562 | 52,693 | 36,780 | 20,562 | ||||||||||||
| Cash pledged for futures contracts |
249,000 | 677,000 | 501,000 | 262,000 | ||||||||||||
| Receivables: |
||||||||||||||||
| Investments sold |
175,000 | 238,684 | 2,015,000 | 155,000 | ||||||||||||
| Capital shares sold |
644,696 | — | — | — | ||||||||||||
| Dividends — affiliated |
21 | 85 | 5 | 14 | ||||||||||||
| Interest — unaffiliated |
8,739,261 | 18,170,798 | 12,569,029 | 6,526,500 | ||||||||||||
| Deferred offering costs |
113,838 | — | — | — | ||||||||||||
| Prepaid expenses |
— | 253,623 | 18,650 | 18,849 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
623,689,568 | 1,489,472,911 | 1,000,405,733 | 532,555,636 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| ACCRUED LIABILITIES |
||||||||||||||||
| Payables: |
||||||||||||||||
| Investments purchased |
— | 598,330 | — | — | ||||||||||||
| Income dividend distributions — Common Shares |
1,957,205 | 3,228,086 | 2,067,998 | 1,248,383 | ||||||||||||
| Interest expense and fees |
26,449 | 62,945 | 22,468 | 18,213 | ||||||||||||
| Investment advisory fees |
279,166 | 657,699 | 450,478 | 217,715 | ||||||||||||
| Offering costs |
66,675 | — | — | — | ||||||||||||
| Directors’ and Officer’s fees |
1,131 | 62,305 | 388,408 | 944 | ||||||||||||
| Other accrued expenses |
190,569 | 420,124 | 235,783 | 153,302 | ||||||||||||
| Reorganization costs |
— | 421,985 | — | — | ||||||||||||
| Variation margin on futures contracts |
14,451 | 39,302 | 40,067 | 14,810 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total accrued liabilities |
2,535,646 | 5,490,776 | 3,205,202 | 1,653,367 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| OTHER LIABILITIES |
||||||||||||||||
| TOB Trust Certificates |
68,781,335 | 213,103,519 | 93,068,875 | 57,997,363 | ||||||||||||
| VMTP Shares, at liquidation value of $100,000 per share(c)(d)(e) |
— | 347,800,000 | 287,100,000 | 140,000,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other liabilities |
68,781,335 | 560,903,519 | 380,168,875 | 197,997,363 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
71,316,981 | 566,394,295 | 383,374,077 | 199,650,730 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
$ | 552,372,587 | $ | 923,078,616 | $ | 617,031,656 | $ | 332,904,906 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS CONSIST OF |
||||||||||||||||
| Paid-in capital(f)(g)(h) |
$ | 498,830,470 | $ | 808,007,673 | $ | 543,452,912 | $ | 289,962,077 | ||||||||
| Accumulated earnings |
53,542,117 | 115,070,943 | 73,578,744 | 42,942,829 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
$ | 552,372,587 | $ | 923,078,616 | $ | 617,031,656 | $ | 332,904,906 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net asset value per Common Share |
$ | 14.77 | $ | 17.30 | $ | 16.11 | $ | 15.60 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) Investments at cost — unaffiliated |
$ | 562,863,359 | $ | 1,322,129,023 | $ | 908,949,718 | $ | 477,389,445 | ||||||||
| (b) Investments at cost — affiliated |
$ | — | $ | 7,843,901 | $ | 126,519 | $ | 655,068 | ||||||||
| (c) Preferred Shares outstanding |
— | 3,478 | 2,871 | 1,400 | ||||||||||||
| (d) Preferred Shares authorized |
— | 8,478 | 15,671 | 8,400 | ||||||||||||
| (e) Par value per Preferred Share |
— | $ | 0.10 | $ | 0.10 | $ | 0.10 | |||||||||
| (f) Common Shares outstanding |
37,399,972 | 53,356,788 | 38,296,266 | 21,339,875 | ||||||||||||
| (g) Common Shares authorized |
200,000,000 | 199,991,522 | 199,984,329 | 199,991,600 | ||||||||||||
| (h) Par value per Common Share |
$ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.10 | ||||||||
See notes to financial statements.
| F I N A N C I A L S T A T E M E N T S |
61 |
Year Ended April 30, 2021
| MUA | MHD | MUI | MVT | |||||||||||||
|
|
||||||||||||||||
| INVESTMENT INCOME |
||||||||||||||||
| Dividends — affiliated |
$ | 696 | $ | 702 | $ | 381 | $ | 642 | ||||||||
| Interest — unaffiliated |
26,887,529 | 20,678,731 | 34,045,459 | 20,100,793 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total investment income |
26,888,225 | 20,679,433 | 34,045,840 | 20,101,435 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EXPENSES |
||||||||||||||||
| Investment advisory |
3,231,629 | 2,958,025 | 5,412,067 | 2,604,040 | ||||||||||||
| Professional |
158,349 | 67,425 | 94,159 | 72,365 | ||||||||||||
| Accounting services |
88,899 | 71,840 | 129,543 | 82,633 | ||||||||||||
| Transfer agent |
58,382 | 32,274 | 50,833 | 37,075 | ||||||||||||
| Offering |
46,500 | — | — | — | ||||||||||||
| Directors and Officer |
27,446 | 18,148 | 131,252 | 17,956 | ||||||||||||
| Registration |
12,272 | 8,346 | 13,026 | 8,454 | ||||||||||||
| Printing and postage |
8,082 | 5,056 | 7,752 | 5,441 | ||||||||||||
| Custodian |
7,266 | 6,627 | 31,700 | 7,581 | ||||||||||||
| Rating agency |
— | 51,672 | 56,805 | 56,805 | ||||||||||||
| Reorganization |
— | 253,421 | — | — | ||||||||||||
| Miscellaneous |
26,315 | 12,894 | 18,777 | 12,338 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total expenses excluding interest expense, fees and amortization of offering costs |
3,665,140 | 3,485,728 | 5,945,914 | 2,904,688 | ||||||||||||
| Interest expense, fees and amortization of offering costs(a) |
504,278 | 1,788,282 | 3,592,634 | 1,840,854 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total expenses |
4,169,418 | 5,274,010 | 9,538,548 | 4,745,542 | ||||||||||||
| Less: |
||||||||||||||||
| Fees waived and/or reimbursed by the Manager |
(2,700 | ) | (149,863 | ) | (2,799 | ) | (3,949 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total expenses after fees waived and/or reimbursed |
4,166,718 | 5,124,147 | 9,535,749 | 4,741,593 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net investment income |
22,721,507 | 15,555,286 | 24,510,091 | 15,359,842 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| REALIZED AND UNREALIZED GAIN (LOSS) |
||||||||||||||||
| Net realized gain (loss) from: |
||||||||||||||||
| Investments — unaffiliated |
2,825,784 | 524,890 | (1,049,558 | ) | 524,475 | |||||||||||
| Investments — affiliated |
(280 | ) | 2,361 | (529 | ) | 2,908 | ||||||||||
| Futures contracts |
— | — | 1,004,936 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 2,825,504 | 527,251 | (45,151 | ) | 527,383 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net change in unrealized appreciation (depreciation) on: |
||||||||||||||||
| Investments — unaffiliated |
68,133,833 | 38,957,909 | 56,287,354 | 41,548,536 | ||||||||||||
| Investments — affiliated |
— | (1,744 | ) | — | (1,754 | ) | ||||||||||
| Futures contracts |
(88,133 | ) | (239,881 | ) | 567,961 | (91,602 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 68,045,700 | 38,716,284 | 56,855,315 | 41,455,180 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net realized and unrealized gain |
70,871,204 | 39,243,535 | 56,810,164 | 41,982,563 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS |
$ | 93,592,711 | $ | 54,798,821 | $ | 81,320,255 | $ | 57,342,405 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | Related to TOB Trusts and VMTP Shares. |
See notes to financial statements.
| 62 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Statements of Changes in Net Assets
| MUA | MHD | |||||||||||||||||||
| Year Ended April 30, | Year Ended April 30, | |||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||
|
|
||||||||||||||||||||
| INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
||||||||||||||||||||
| OPERATIONS |
||||||||||||||||||||
| Net investment income |
$ | 22,721,507 | $ | 22,749,403 | $ | 15,555,286 | $ | 10,486,733 | ||||||||||||
| Net realized gain (loss) |
2,825,504 | 334,198 | 527,251 | (3,960,047 | ) | |||||||||||||||
| Net change in unrealized appreciation (depreciation) |
68,045,700 | (46,796,601 | ) | 38,716,284 | (15,384,545 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations |
93,592,711 | (23,713,000 | ) | 54,798,821 | (8,857,859 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| DISTRIBUTIONS TO COMMON SHAREHOLDERS(a) |
||||||||||||||||||||
| Decrease in net assets resulting from distributions to Common Shareholders |
(23,399,374 | ) | (23,653,518 | ) | (12,698,865 | ) | (10,721,474 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| CAPITAL SHARE TRANSACTIONS |
||||||||||||||||||||
| Net proceeds from the issuance of common shares |
17,859,043 | — | — | — | ||||||||||||||||
| Net proceeds from the issuance of common shares due to reorganization |
— | — | 665,215,154 | — | ||||||||||||||||
| Reinvestment of common distributions |
889,656 | 1,152,444 | — | 314,453 | ||||||||||||||||
| Redemption of common shares |
— | — | (424 | ) | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net increase in net assets derived from capital share transactions |
18,748,699 | 1,152,444 | 665,214,730 | 314,453 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
||||||||||||||||||||
| Total increase (decrease) in net assets applicable to Common Shareholders |
88,942,036 | (46,214,074 | ) | 707,314,686 | (19,264,880 | ) | ||||||||||||||
| Beginning of year |
463,430,551 | 509,644,625 | 215,763,930 | 235,028,810 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| End of year |
$ | 552,372,587 | $ | 463,430,551 | $ | 923,078,616 | $ | 215,763,930 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| (a) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
See notes to financial statements.
| F I N A N C I A L S T A T E M E N T S |
63 |
Statements of Changes in Net Assets (continued)
| MUI | MVT | |||||||||||||||||||
| Year Ended April 30, | Year Ended April 30, | |||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||
|
|
||||||||||||||||||||
| INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
||||||||||||||||||||
| OPERATIONS |
||||||||||||||||||||
| Net investment income |
$ | 24,510,091 | $ | 21,633,592 | $ | 15,359,842 | $ | 14,543,622 | ||||||||||||
| Net realized gain (loss) |
(45,151 | ) | (4,458,934 | ) | 527,383 | (5,150,968 | ) | |||||||||||||
| Net change in unrealized appreciation (depreciation) |
56,855,315 | (26,677,346 | ) | 41,455,180 | (22,171,548 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations |
81,320,255 | (9,502,688 | ) | 57,342,405 | (12,778,894 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| DISTRIBUTIONS TO COMMON SHAREHOLDERS(a) |
||||||||||||||||||||
| Decrease in net assets resulting from distributions to Common Shareholders |
(24,222,388 | ) | (20,450,206 | ) | (14,660,494 | ) | (14,408,274 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| CAPITAL SHARE TRANSACTIONS |
||||||||||||||||||||
| Reinvestment of common distributions |
— | — | — | 235,604 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS |
||||||||||||||||||||
| Total increase (decrease) in net assets applicable to Common Shareholders |
57,097,867 | (29,952,894 | ) | 42,681,911 | (26,951,564 | ) | ||||||||||||||
| Beginning of year |
559,933,789 | 589,886,683 | 290,222,995 | 317,174,559 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| End of year |
$ | 617,031,656 | $ | 559,933,789 | $ | 332,904,906 | $ | 290,222,995 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| (a) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
See notes to financial statements.
| 64 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Year Ended April 30, 2021
| MUA | MHD | MUI | MVT | |||||||||||||
|
|
||||||||||||||||
| CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES |
||||||||||||||||
| Net increase in net assets resulting from operations |
$ | 93,592,711 | $ | 54,798,821 | $ | 81,320,255 | $ | 57,342,405 | ||||||||
| Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities |
||||||||||||||||
| Proceeds from sales of long-term investments |
110,666,811 | 68,791,351 | 121,740,472 | 71,331,904 | ||||||||||||
| Purchases of long-term investments |
(128,481,381 | ) | (77,197,589 | ) | (131,357,874 | ) | (80,215,045 | ) | ||||||||
| Net proceeds from sales (purchases) of short-term securities. |
2,763,928 | (2,157,616 | ) | (127,048 | ) | 4,980,448 | ||||||||||
| Amortization of premium and accretion of discount on investments and other fees |
(921,615 | ) | 1,008,086 | 7,326,199 | 1,713,722 | |||||||||||
| Net realized (gain) loss on investments |
(2,825,504 | ) | (527,251 | ) | 1,050,087 | (527,383 | ) | |||||||||
| Net unrealized appreciation on investments |
(68,133,833 | ) | (38,956,165 | ) | (56,287,354 | ) | (41,546,782 | ) | ||||||||
| (Increase) Decrease in Assets |
||||||||||||||||
| Receivables |
||||||||||||||||
| Dividends — affiliated |
451 | 2,639 | 657 | 2,463 | ||||||||||||
| Interest — unaffiliated |
(120,919 | ) | (2,663,381 | ) | 274,620 | 333,322 | ||||||||||
| Prepaid expenses |
— | (221,171 | ) | 4,434 | 4,958 | |||||||||||
| Deferred offering costs |
(113,838 | ) | — | — | — | |||||||||||
| Increase (Decrease) in Liabilities |
||||||||||||||||
| Payables |
||||||||||||||||
| Interest expense and fees |
(351,385 | ) | (135,249 | ) | (262,616 | ) | (164,595 | ) | ||||||||
| Investment advisory fees |
(228,012 | ) | (263,333 | ) | (424,400 | ) | (197,461 | ) | ||||||||
| Directors’ and Officer’s fees |
(3,125 | ) | (6,702 | ) | 91,898 | (1,696 | ) | |||||||||
| Other accrued expenses |
57,340 | (63,123 | ) | 26,141 | 8,301 | |||||||||||
| Reorganization costs |
— | (112,141 | ) | — | — | |||||||||||
| Variation margin on futures contracts |
14,451 | 39,302 | 40,067 | 14,810 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash provided by operating activities |
5,916,080 | 2,336,478 | 23,415,538 | 13,079,371 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES |
||||||||||||||||
| Cash dividends paid to Common Shareholders |
(22,448,329 | ) | (15,527,112 | ) | (23,858,574 | ) | (14,596,474 | ) | ||||||||
| Payments for offering costs |
66,675 | — | — | — | ||||||||||||
| Repayments of TOB Trust Certificates |
(3,918,802 | ) | (5,224,239 | ) | (5,609,706 | ) | (2,843,589 | ) | ||||||||
| Repayments of Loan for TOB Trust Certificates |
(2,505,000 | ) | (1,695,000 | ) | — | (2,340,000 | ) | |||||||||
| Payments on Common Shares redeemed |
— | (424 | ) | — | — | |||||||||||
| Proceeds from TOB Trust Certificates |
3,468,591 | 3,357,356 | 6,665,001 | 4,643,254 | ||||||||||||
| Proceeds from Loan for TOB Trust Certificates |
2,505,000 | 1,695,000 | — | 2,340,000 | ||||||||||||
| Decrease in bank overdraft |
— | — | (74,479 | ) | — | |||||||||||
| Proceeds from issuance of Common Shares |
17,214,347 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash used for financing activities |
(5,617,518 | ) | (17,394,419 | ) | (22,877,758 | ) | (12,796,809 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| CASH |
||||||||||||||||
| Net increase (decrease) in restricted and unrestricted cash |
298,562 | (15,057,941 | ) | 537,780 | 282,562 | |||||||||||
| Restricted and unrestricted cash at beginning of year |
— | 15,787,634 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Restricted and unrestricted cash at end of year. |
$ |
298,562 |
|
$ |
729,693 |
|
$ |
537,780 |
|
$ |
282,562 |
| ||||
|
|
|
|
|
|
|
|
|
|||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
||||||||||||||||
| Cash paid during the year for interest expense |
$ | 855,663 | $ | 1,923,531 | $ | 3,855,250 | $ | 2,005,449 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| NON-CASH FINANCING ACTIVITIES |
||||||||||||||||
| Capital shares issued in reinvestment of distributions paid to Common Shareholders |
$ | 889,656 | $ | — | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Fair value of investments and derivatives acquired through reorganization |
— | 1,071,266,329 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Common Shares issued in reorganization |
— | 665,215,154 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Preferred Shares issued in reorganization |
— | 264,100,000 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| F I N A N C I A L S T A T E M E N T S |
65 |
Statements of Cash Flows (continued)
Year Ended April 30, 2021
| MUA | MHD | MUI | MVT | |||||||||||||
|
|
||||||||||||||||
| RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE END OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES |
||||||||||||||||
| Cash |
$ | 49,562 | $ | 52,693 | $ | 36,780 | $ | 20,562 | ||||||||
| Cash pledged |
||||||||||||||||
| Futures contracts |
249,000 | 677,000 | 501,000 | 262,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 298,562 | $ | 729,693 | $ | 537,780 | $ | 282,562 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
See notes to financial statements.
| 66 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
(For a share outstanding throughout each period)
| MUA | ||||||||||||||||||||
|
Year Ended April 30, |
||||||||||||||||||||
|
2021 |
2020 | 2019 | 2018 | 2017 | ||||||||||||||||
|
Net asset value, beginning of year |
$ | 12.83 | $ | 14.14 | $ | 14.01 | $ | 14.07 | $ | 14.45 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net investment income(a) |
0.62 | 0.63 | 0.67 | 0.68 | 0.70 | |||||||||||||||
| Net realized and unrealized gain (loss) |
1.96 | (1.29 | ) | 0.12 | (0.06 | ) | (0.38 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net increase (decrease) from investment operations |
2.58 | (0.66 | ) | 0.79 | 0.62 | 0.32 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Distributions to Common Shareholders(b) |
||||||||||||||||||||
| From net investment income |
(0.64 | ) | (0.63 | ) | (0.66 | ) | (0.68 | ) | (0.70 | ) | ||||||||||
| From net realized gain |
— | (0.02 | ) | — | — | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total distributions to Common Shareholders |
(0.64 | ) | (0.65 | ) | (0.66 | ) | (0.68 | ) | (0.70 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net asset value, end of year |
$ | 14.77 | $ | 12.83 | $ | 14.14 | $ | 14.01 | $ | 14.07 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Market price, end of year |
$ | 15.26 | $ | 12.48 | $ | 14.98 | $ | 13.21 | $ | 14.82 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total Return Applicable to Common Shareholders(c) |
||||||||||||||||||||
| Based on net asset value |
20.41 | % | (5.03 | )% | 5.97 | % | 4.47 | % | 2.23 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Based on market price |
27.89 | % | (12.80 | )% | 19.07 | % | (6.48 | )% | 5.56 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Ratios to Average Net Assets Applicable to Common Shareholders |
||||||||||||||||||||
| Total expenses |
0.81 | % | 0.98 | % | 1.01 | % | 0.93 | % | 0.87 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total expenses after fees waived and/or reimbursed |
0.80 | % | 0.98 | % | 1.01 | % | 0.93 | % | 0.87 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(d) |
0.71 | % | 0.69 | % | 0.70 | % | 0.69 | % | 0.69 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net investment income |
4.39 | % | 4.43 | % | 4.77 | % | 4.83 | % | 4.93 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Supplemental Data |
||||||||||||||||||||
| Net assets applicable to Common Shareholders, end of year (000) |
$ | 552,373 | $ | 463,431 | $ | 509,645 | $ | 504,470 | $ | 505,306 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Borrowings outstanding, end of year (000) |
$ | 68,781 | $ | 69,232 | $ | 71,659 | $ | 71,925 | $ | 67,507 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Portfolio turnover rate |
19 | % | 21 | % | 19 | % | 15 | % | 11 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (a) | Based on average Common Shares outstanding. |
| (b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| (c) | Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices. |
| (d) | Interest expense and fees relate to TOB Trusts. See Note 4 of the Notes to Financial Statements for details. |
See notes to financial statements.
| F I N A N C I A L H I G H L I G H T S |
67 |
Financial Highlights (continued)
(For a share outstanding throughout each period)
| MHD | ||||||||||||||||||||
|
Year Ended April 30, |
||||||||||||||||||||
|
2021 |
2020 | 2019 | 2018 | 2017 | ||||||||||||||||
|
Net asset value, beginning of year |
$ | 15.18 | $ | 16.56 | $ | 16.41 | $ | 16.85 | $ | 17.95 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net investment income(a) |
0.78 | 0.74 | 0.81 | 0.88 | 0.95 | |||||||||||||||
| Net realized and unrealized gain (loss) |
2.07 | (1.36 | ) | 0.22 | (0.39 | ) | (1.07 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net increase (decrease) from investment operations |
2.85 | (0.62 | ) | 1.03 | 0.49 | (0.12 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Distributions to Common Shareholders(b) |
||||||||||||||||||||
| From net investment income |
(0.73 | ) | (0.76 | ) | (0.83 | ) | (0.92 | ) | (0.98 | ) | ||||||||||
| From net realized gain |
— | — | (0.05 | ) | (0.01 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total distributions to Common Shareholders |
(0.73 | ) | (0.76 | ) | (0.88 | ) | (0.93 | ) | (0.98 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net asset value, end of year |
$ | 17.30 | $ | 15.18 | $ | 16.56 | $ | 16.41 | $ | 16.85 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Market price, end of year |
$ | 16.33 | $ | 13.91 | $ | 15.92 | $ | 14.98 | $ | 16.65 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total Return Applicable to Common Shareholders(c) |
||||||||||||||||||||
| Based on net asset value |
19.31 | % | (4.02 | )% | 6.84 | % | 3.07 | % | (0.67 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Based on market price |
22.90 | % | (8.52 | )% | 12.51 | % | (4.79 | )% | (2.87 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Ratios to Average Net Assets Applicable to Common Shareholders |
||||||||||||||||||||
| Total expenses |
1.56 | %(d) | 2.16 | %(e) | 2.47 | % | 2.16 | % | 1.87 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total expenses after fees waived and/or reimbursed |
|
1.51 |
%(d) |
2.15 | %(e) | 2.47 | % | 2.16 | % | 1.87 | % | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(f) |
0.98 | %(d) | 0.97 | %(e) | 1.00 | % | 1.01 | % | 0.99 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net investment income to Common Shareholders |
4.59 | % | 4.40 | %(e) | 4.98 | % | 5.19 | % | 5.42 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Supplemental Data |
||||||||||||||||||||
| Net assets applicable to Common Shareholders, end of year (000) |
$ | 923,079 | $ | 215,764 | $ | 235,029 | $ | 232,921 | $ | 238,684 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| VMTP Shares outstanding at $100,000 liquidation value, end of year (000) |
$ | 347,800 | $ | 83,700 | $ | 83,700 | $ | 83,700 | $ | 83,700 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Asset coverage per VMTP Shares at $100,000 liquidation value, end of year |
$ | 365,405 | $ | 357,782 | $ | 380,799 | $ | 378,281 | $ | 385,166 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Borrowings outstanding, end of year (000) |
$ | 213,104 | $ | 53,130 | $ | 52,674 | $ | 63,166 | $ | 62,233 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Portfolio turnover rate |
13 | % | 21 | % | 17 | % | 12 | % | 9 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (a) | Based on average Common Shares outstanding. |
| (b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| (c) | Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices. |
| (d) | Includes reorganization costs associated with the Fund’s reorganization. Without these costs, total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs, would have been 1.49%, 1.47% and 0.95%, respectively, for the year ended April 30, 2021. |
| (e) | Excludes 0.01% of expenses incurred indirectly as a result of investments in underlying funds. |
| (f) | Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VMTP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details. |
See notes to financial statements.
| 68 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Financial Highlights (continued)
(For a share outstanding throughout each period)
| MUI | ||||||||||||||||||||
|
Year Ended April 30, |
||||||||||||||||||||
|
2021 |
2020 | 2019 | 2018 | 2017 | ||||||||||||||||
|
Net asset value, beginning of year |
$ | 14.62 | $ | 15.40 | $ | 14.93 | $ | 15.17 | $ | 16.16 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net investment income(a) |
0.64 | 0.56 | 0.56 | 0.59 | 0.65 | |||||||||||||||
| Net realized and unrealized gain (loss) |
1.48 | (0.81 | ) | 0.47 | (0.23 | ) | (0.83 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net increase (decrease) from investment operations |
2.12 | (0.25 | ) | 1.03 | 0.36 | (0.18 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Distributions to Common Shareholders(b) |
||||||||||||||||||||
| From net investment income |
(0.63 | ) | (0.53 | ) | (0.53 | ) | (0.60 | ) | (0.67 | ) | ||||||||||
| From net realized gain |
— | — | (0.03 | ) | (0.00 | )(c) | (0.14 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total distributions to Common Shareholders |
(0.63 | ) | (0.53 | ) | (0.56 | ) | (0.60 | ) | (0.81 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net asset value, end of year |
$ | 16.11 | $ | 14.62 | $ | 15.40 | $ | 14.93 | $ | 15.17 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Market price, end of year |
$ | 15.09 | $ | 13.13 | $ | 13.85 | $ | 13.01 | $ | 13.96 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total Return Applicable to Common Shareholders(d) |
||||||||||||||||||||
| Based on net asset value |
15.08 | % | (1.41 | )% | 7.68 | % | 2.76 | % | (0.69 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Based on market price |
20.02 | % | (1.56 | )% | 11.13 | % | (2.69 | )% | (2.77 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Ratios to Average Net Assets Applicable to Common Shareholders |
||||||||||||||||||||
| Total expenses |
1.58 | % | 2.31 | % | 2.63 | % | 2.17 | % | 1.90 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total expenses after fees waived and/or reimbursed |
1.58 | % | 2.31 | % | 2.63 | % | 2.17 | % | 1.89 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(e) |
0.98 | % | 0.97 | % | 1.01 | % | 0.97 | % | 0.96 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net investment income to Common Shareholders |
4.05 | % | 3.59 | % | 3.73 | % | 3.87 | % | 4.12 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Supplemental Data |
||||||||||||||||||||
| Net assets applicable to Common Shareholders, end of year (000) |
$ | 617,032 | $ | 559,934 | $ | 589,887 | $ | 571,769 | $ | 580,945 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
VMTP Shares outstanding at $100,000 liquidation value, end of year (000) |
$ | 287,100 | $ | 287,100 | $ | 287,100 | $ | 287,100 | $ | 287,100 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Asset coverage per VMTP Shares at $100,000 liquidation value, end of year |
$ | 314,919 | $ | 295,031 | $ | 305,464 | $ | 299,153 | $ | 302,349 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Borrowings outstanding, end of year (000) |
$ | 93,069 | $ | 92,014 | $ | 93,421 | $ | 79,136 | $ | 58,337 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Portfolio turnover rate |
13 | % | 20 | % | 24 | % | 34 | % | 12 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (a) | Based on average Common Shares outstanding. |
| (b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| (c) | Amount is greater than $(0.005) per share. |
| (d) | Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices. |
| (e) | Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VMTP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details. |
See notes to financial statements.
| F I N A N C I A L H I G H L I G H T S |
69 |
Financial Highlights (continued)
(For a share outstanding throughout each period)
| MVT | ||||||||||||||||||||
|
Year Ended April 30, |
||||||||||||||||||||
|
2021 |
2020 | 2019 | 2018 | 2017 | ||||||||||||||||
|
Net asset value, beginning of year |
$ | 13.60 | $ | 14.87 | $ | 14.75 | $ | 15.19 | $ | 16.17 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net investment income(a) |
0.72 | 0.68 | 0.74 | 0.83 | 0.91 | |||||||||||||||
| Net realized and unrealized gain (loss) |
1.97 | (1.27 | ) | 0.20 | (0.41 | ) | (0.95 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net increase (decrease) from investment operations |
2.69 | (0.59 | ) | 0.94 | 0.42 | (0.04 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Distributions to Common Shareholders(b) |
||||||||||||||||||||
| From net investment income |
(0.69 | ) | (0.68 | ) | (0.76 | ) | (0.86 | ) | (0.94 | ) | ||||||||||
| From net realized gain |
— | — | (0.06 | ) | — | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total distributions to Common Shareholders |
(0.69 | ) | (0.68 | ) | (0.82 | ) | (0.86 | ) | (0.94 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net asset value, end of year |
$ | 15.60 | $ | 13.60 | $ | 14.87 | $ | 14.75 | $ | 15.19 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Market price, end of year |
$ | 15.15 | $ | 12.55 | $ | 14.29 | $ | 14.05 | $ | 15.45 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total Return Applicable to Common Shareholders(c) |
||||||||||||||||||||
| Based on net asset value |
20.22 | % | (4.21 | )% | 6.83 | % | 2.79 | % | (0.34 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Based on market price |
26.52 | % | (8.02 | )% | 7.78 | % | (3.74 | )% | (5.68 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Ratios to Average Net Assets Applicable to Common Shareholders |
||||||||||||||||||||
| Total expenses |
1.47 | % | 2.14 | %(d) | 2.45 | % | 2.11 | % | 1.88 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total expenses after fees waived and/or reimbursed |
1.47 | % | 2.13 | %(d) | 2.45 | % | 2.11 | % | 1.87 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total expenses after fees waived and/or reimbursed and excluding interest expense, fees, and amortization of offering costs(e) |
0.90 | % | 0.89 | %(d) | 0.91 | % | 0.91 | % | 0.92 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net investment income to Common Shareholders |
4.75 | % | 4.51 | %(d) | 5.09 | % | 5.44 | % | 5.78 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Supplemental Data |
||||||||||||||||||||
| Net assets applicable to Common Shareholders, end of year (000) |
$ | 332,905 | $ | 290,223 | $ | 317,175 | $ | 314,261 | $ | 321,939 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
VMTP Shares outstanding at $100,000 liquidation value, end of year (000) |
$ | 140,000 | $ | 140,000 | $ | 140,000 | $ | 140,000 | $ | 140,000 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Asset coverage per VMTP Shares at $100,000 liquidation value, end of year |
$ | 337,789 | $ | 307,302 | $ | 326,553 | $ | 324,472 | $ | 329,956 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Borrowings outstanding, end of year (000) |
$ | 57,997 | $ | 56,198 | $ | 47,982 | $ | 61,343 | $ | 60,575 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Portfolio turnover rate |
13 | % | 18 | % | 25 | % | 11 | % | 9 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (a) | Based on average Common Shares outstanding. |
| (b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| (c) | Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices. |
| (d) | Excludes 0.01% of expenses incurred indirectly as a result of investments in underlying funds. |
| (e) | Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VMTP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details. |
See notes to financial statements.
| 70 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
| 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 “Funds”, or individually as a “Fund”:
|
Fund Name |
Herein Referred To As |
Organized | Diversification Classification | |||
| BlackRock MuniAssets Fund, Inc. |
MUA | Maryland | Diversified | |||
| BlackRock MuniHoldings Fund, Inc. |
MHD | Maryland | Diversified | |||
| BlackRock Muni Intermediate Duration Fund, Inc. |
MUI | Maryland | Diversified | |||
| BlackRock MuniVest Fund II, Inc. |
MVT | Maryland | Diversified |
The Boards of Directors of the Funds are collectively referred to throughout this report as the “Board,” and the directors thereof are collectively referred to throughout this report as “Directors”. The Funds determine and make available for publication the net asset values (“NAVs”) of their Common Shares on a daily basis.
The Funds, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, are included in a complex of non-index fixed-income mutual funds and all BlackRock-advised closed-end funds referred to as the BlackRock Fixed-Income Complex.
Reorganizations: The Board and shareholders of MHD (the “Acquiring Fund”) and the Board and shareholders of each of BlackRock Municipal Income Investment Quality Trust (“BAF”), BlackRock Municipal Bond Trust (“BBK”), BlackRock MuniHoldings Fund II, Inc. (“MUH”) and BlackRock MuniHoldings Quality Fund, Inc. (“MUS”) (individually, a “Target Fund” and collectively the “Target Funds”) approved the reorganization of each Target Fund into the Acquiring Fund. As a result, the Acquiring Fund acquired substantially all of the assets and assumed substantially all of the liabilities of each Target Fund in exchange for an equal aggregate value of newly-issued Common Shares and Preferred Shares of the Acquiring Fund.
Each Common Shareholder of a Target Fund received Common Shares of the Acquiring Fund in an amount equal to the aggregate NAV of such Common Shareholder’s Target Fund Common Shares, as determined at the close of business on March 5, 2021. Cash was distributed for any fractional shares.
Each Preferred Shareholder of a Target Fund received Preferred Shares of the Acquiring Fund in an amount equal to the aggregate liquidation preference of the Target Fund’s Preferred Shares held by such Preferred Shareholder prior to the Target Fund’s reorganization.
The reorganizations were accomplished by a tax-free exchange of Common Shares and Preferred Shares of the Acquiring Fund in the following amounts and at the following conversion ratios:
|
Target Funds |
Target Fund’s Share Class |
Shares Prior to |
Conversion |
MHD’s |
Shares of |
|||||||||||||||
| BAF |
Common | 8,749,418 | 0.89746185 | Common | 7,852,259 | (a) | ||||||||||||||
| BBK |
Common | 10,522,957 | 0.96696817 | Common | 10,175,357 | (a) | ||||||||||||||
| MUH |
Common | 11,336,282 | 0.92578578 | Common | 10,494,965 | (a) | ||||||||||||||
| MUS |
Common | 13,018,276 | 0.81612104 | Common | 10,624,485 | (a) | ||||||||||||||
| BAF |
VMTP | 422 | 1 | VMTP | 422 | |||||||||||||||
| BBK |
VMTP | 799 | 1 | VMTP | 799 | |||||||||||||||
| MUH |
VMTP | 550 | 1 | VMTP | 550 | |||||||||||||||
| MUS |
VMTP | 870 | 1 | VMTP | 870 | |||||||||||||||
| (a) | Net of fractional shares redeemed. |
Each Target Fund’s net assets and composition of net assets on March 5, 2021, the valuation date of the reorganization were as follows:
| BAF | BBK | MUH | MUS | |||||||||||||
| Net assets applicable to Common Shareholders |
$ | 133,431,549 | $ | 172,906,686 | $ | 178,338,366 | $ | 180,538,553 | ||||||||
| Paid-in-capital |
123,568,480 | 148,932,221 | 155,728,501 | 167,933,515 | ||||||||||||
| Accumulated earnings |
9,863,069 | 23,974,465 | 22,609,865 | 12,605,038 | ||||||||||||
For financial reporting purposes, assets received and shares issued by the Acquiring Fund were recorded at fair value. However, the cost basis of the investments received from the Target Funds was carried forward to align ongoing reporting of the Acquiring Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.
The net assets applicable to Common Shareholders of the Acquiring Fund before the reorganizations were $241,462,174. The aggregate net assets applicable to Common Shareholders of the Acquiring Fund immediately after the reorganizations amounted to $906,677,328. Each Target Fund’s fair value and cost of financial instruments prior to the reorganization were as follows:
|
Target Funds |
Fair Value of Investments |
Cost of Investments |
TOB Trust Certificates |
Preferred Shares Value |
||||||||||||
| BAF |
$ | 223,936,158 | $ | 207,836,363 | $ | 49,618,622 | $ | 42,200,000 | ||||||||
| BBK |
277,541,340 | 250,542,078 | 33,649,476 | 79,900,000 | ||||||||||||
| 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 |
71 |
Notes to Financial Statements (continued)
|
Target Funds |
Fair Value of Investments |
Cost of Investments |
TOB Trust Certificates |
Preferred Shares Value |
||||||||||||
| MUH |
278,307,330 | 252,425,263 | 49,204,091 | 55,000,000 | ||||||||||||
| MUS |
291,481,501 | 268,355,737 | 29,367,864 | 87,000,000 | ||||||||||||
The purpose of these transactions was to combine five funds managed by the Manager with the same or substantially similar (but not identical) investment objectives, investment policies, strategies, risks and restrictions. Each reorganization was a tax-free event and was effective on March 8, 2021.
Assuming the reorganization had been completed on May 1, 2020, the beginning of the fiscal reporting period of MHD, the pro forma results of operations for the year ended April 30, 2021, are as follows:
| • | Net investment income (loss): $41,679,250 |
| • | Net realized and change in unrealized gain/loss on investments: $101,416,927 |
| • | Net increase in net assets resulting from operations: $143,096,177 |
Because the combined investment portfolios have been managed as a single integrated portfolio since the reorganization was completed, it is not practicable to separate the amounts of revenue and earnings of each Target Fund that have been included in MHD’s Statement of Operations since March 8, 2021.
Reorganization costs incurred by MHD in connection with the reorganization were expensed by MHD. The Manager reimbursed the Fund $123,963, which is included in fees waived and/or reimbursed by the Manager in the Statements of Operations.
| 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 Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:
Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis.
Segregation and Collateralization: In cases where a Fund enters into certain investments (e.g., futures contracts) or certain borrowings (e.g., TOB Trust transactions) that would be treated as “senior securities” for 1940 Act purposes, a Fund may segregate or designate on its books and records cash or liquid assets having a market value at least equal to the amount of its future obligations under such investments or borrowings. Doing so allows the investment or borrowings to be excluded from treatment as a “senior security.” Furthermore, if required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.
Distributions: Distributions from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates and made at least annually. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
Distributions to Preferred Shareholders are accrued and determined as described in Note 10.
Deferred Compensation Plan: Under the Deferred Compensation Plan (the “Plan”) approved by each Fund’s Board, the directors who are not “interested persons” of the Funds, as defined in the 1940 Act (“Independent Directors”), 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 Directors. This has the same economic effect for the Independent Directors as if the Independent Directors 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 Fund, as applicable. Deferred compensation liabilities, if any, are included in the Directors’ and Officer’s fees payable in the Statements of Assets and Liabilities and will remain as a liability of the Funds until such amounts are distributed in accordance with the Plan.
Indemnifications: In the normal course of business, a Fund enters into contracts that contain a variety of representations that provide general indemnification. A Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against a Fund, which cannot be predicted with any certainty.
Other: Expenses directly related to a Fund are charged to that Fund. 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.
| 72 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Notes to Financial Statements (continued)
| 3. | INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS |
Investment Valuation Policies: Each Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund is open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Each Fund determines the fair values of its financial instruments using various independent dealers or pricing services under policies approved by the Board. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with a policy approved by the Board as reflecting fair value. The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to oversee the pricing function for all financial instruments.
Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each Fund’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., a market closure, market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, or in the event that application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Global Valuation Committee include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that each Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant and consistent with the principles of fair value measurement. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.
Fair Value Hierarchy: Various inputs are used in determining the fair value of 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 Fund 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 Global Valuation Committee’s assumptions used in determining the fair value of financial instruments). |
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by privately held companies or funds 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 Funds may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis. Settlement of such transactions normally occurs within a month or more after the purchase or sale commitment is made. A Fund may purchase securities under such conditions with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since
| 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 |
73 |
Notes to Financial Statements (continued)
the value of securities purchased may fluctuate prior to settlement, a Fund may be required to pay more at settlement than the security is worth. In addition, a Fund is not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default by the counterparty, a Fund’s maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions.
Municipal Bonds Transferred to TOB Trusts: Certain Funds leverage their assets through the use of “TOB Trust” transactions. The funds transfer municipal bonds into a special purpose trust (a “TOB Trust”). A TOB Trust issues two classes of beneficial interests: short-term floating rate interests (“TOB Trust Certificates”), which are sold to third party investors, and residual inverse floating rate interests (“TOB Residuals”), which are issued to the participating funds that contributed the municipal bonds to the TOB Trust. The TOB Trust Certificates have interest rates that reset weekly and their holders have the option to tender such certificates to the TOB Trust for redemption at par and any accrued interest at each reset date. The TOB Residuals held by a fund provide the fund with the right to cause the holders of a proportional share of the TOB Trust Certificates to tender their certificates to the TOB Trust at par plus accrued interest. The funds may withdraw a corresponding share of the municipal bonds from the TOB Trust. Other funds managed by the investment adviser may also contribute municipal bonds to a TOB Trust into which a fund has contributed bonds. If multiple BlackRock-advised funds participate in the same TOB Trust, the economic rights and obligations under the TOB Residuals will be shared among the funds ratably in proportion to their participation in the TOB Trust.
TOB Trusts are supported by a liquidity facility provided by a third party bank or other financial institution (the “Liquidity Provider”) that allows the holders of the TOB Trust Certificates to tender their certificates in exchange for payment of par plus accrued interest on any business day. The tendered TOB Trust Certificates are remarketed by a Remarketing Agent. In the event of a failed remarketing, the TOB Trust may draw upon a loan from the Liquidity Provider to purchase the tendered TOB Trust Certificates. Any loans made by the Liquidity Provider will be secured by the purchased TOB Trust Certificates held by the TOB Trust and will be subject to an increased interest rate based on number of days the loan is outstanding.
The TOB Trust may be collapsed without the consent of a fund, upon the occurrence of a termination event as defined in the TOB Trust agreement. Upon the occurrence of a termination event, a TOB Trust would be liquidated with the proceeds applied first to any accrued fees owed to the trustee of the TOB Trust, the Remarketing Agent and the Liquidity Provider. Upon certain termination events, TOB Trust Certificates holders will be paid before the TOB Residuals holders (i.e., the Funds) 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. MUA and MVT management believes that a Fund’s restrictions on borrowings do not apply to the Funds’ TOB Trust transactions. Each fund’s transfer of the municipal bonds to a TOB Trust is considered a secured borrowing for financial reporting purposes. The cash received by the TOB Trust from the sale of the TOB Trust Certificates, less certain transaction expenses, is paid to a fund. A fund typically invests the cash received in additional municipal bonds.
Accounting for TOB Trusts: The municipal bonds deposited into a TOB Trust are presented in a fund’s Schedule of Investments and the TOB Trust Certificates are shown in Other Liabilities in the Statements of Assets and Liabilities. Any loans drawn by the TOB Trust pursuant to the liquidity facility to purchase tendered TOB Trust Certificates are shown as Loan for TOB Trust Certificates. The carrying amount of a fund’s payable to the holder of the TOB Trust Certificates, as reported in the Statements of Assets and Liabilities as TOB Trust Certificates, approximates its fair value.
Interest income, including amortization and accretion of premiums and discounts, from the underlying municipal bonds is recorded by a fund on an accrual basis. Interest expense incurred on the TOB Trust transaction and other expenses related to remarketing, administration, trustee, liquidity and other services to a TOB Trust are shown as interest expense, fees and amortization of offering costs in the Statements of Operations. Fees paid upon creation of the TOB Trust are recorded as debt issuance costs and are amortized to interest expense, fees and amortization of offering costs in the Statements of Operations to the expected maturity of the TOB Trust. In connection with the restructurings of the TOB Trusts to non-bank sponsored TOB Trusts, a fund incurred non-recurring, legal and restructuring fees, which are recorded as interest expense, fees and amortization of offering costs in the Statements of Operations. Amounts recorded within interest expense, fees and amortization of offering costs in the Statements of Operations are:
| Fund Name | Interest Expense | Liquidity Fees | Other Expenses | Total | ||||||||||||
| MUA |
$ | 107,926 | $ | 294,278 | $ | 102,074 | $ | 504,278 | ||||||||
| MHD |
107,779 | 309,290 | 106,515 | 523,584 | ||||||||||||
| MUI |
132,973 | 398,601 | 109,319 | 640,893 | ||||||||||||
| MVT |
91,668 | 231,021 | 78,793 | 401,482 | ||||||||||||
For the year ended April 30, 2021, the following table is a summary of each Fund’s TOB Trusts:
|
Fund Name |
|
Underlying Municipal Bonds Transferred to TOB Trusts |
(a) |
|
Liability for |
|
|
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 |
||||||||
| MUA |
$ | 113,106,929 | $ | 68,781,335 | 0.07% — 0.24 | % | $ | 69,680,223 | 0.72 | % | ||||||||||
| MHD |
375,630,927 | 213,103,519 | 0.07 — 0.36 | 76,462,485 | 0.68 | |||||||||||||||
| MUI |
160,127,405 | 93,068,875 | 0.06 — 0.21 | 91,658,976 | 0.70 |
| 74 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Notes to Financial Statements (continued)
|
Fund Name |
|
Underlying |
|
|
Liability for |
|
|
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 |
||||||||
| MVT |
$ | 99,183,830 | $ | 57,997,363 | 0.07% — 0.32% | $ | 57,587,209 | 0.69 | % |
| (a) | The municipal bonds transferred to a TOB Trust are generally high grade municipal bonds. In certain cases, when municipal bonds transferred are lower grade municipal bonds, the TOB Trust transaction may include a credit enhancement feature that provides for the timely payment of principal and interest on the bonds to the TOB Trust by a credit enhancement provider in the event of default of the municipal bond. The TOB Trust would be responsible for the payment of the credit enhancement fee and the funds, as TOB Residuals holders, would be responsible for reimbursement of any payments of principal and interest made by the credit enhancement provider. The maximum potential amounts owed by the funds, for such reimbursements, as applicable, are included in the maximum potential amounts disclosed for recourse TOB Trusts in the Schedules of Investments. |
| (b) | TOB Trusts may be structured on a non-recourse or recourse basis. When a Fund invests in TOB Trusts on a non-recourse basis, the Liquidity Provider may be required to make a payment under the liquidity facility to allow the TOB Trust to repurchase TOB Trust Certificates. The Liquidity Provider will be reimbursed from the liquidation of bonds held in the TOB Trust. If a fund invests in a TOB Trust on a recourse basis, a fund enters into a reimbursement agreement with the Liquidity Provider where a fund is required to reimburse the Liquidity Provider for any shortfall between the amount paid by the Liquidity Provider and proceeds received from liquidation of municipal bonds held in the TOB Trust (the “Liquidation Shortfall”). As a result, if a fund invests in a recourse TOB Trust, a fund will bear the risk of loss with respect to any Liquidation Shortfall. If multiple funds participate in any such TOB Trust, these losses will be shared ratably, including the maximum potential amounts owed by a fund at April 30, 2021, in proportion to their participation in the TOB Trust. The recourse TOB Trusts are identified in the Schedules of Investments including the maximum potential amounts owed by a fund at April 30, 2021. |
For the year ended April 30, 2021, the following table is a summary of each Fund’s Loan for TOB Trust Certificates:
| Fund Name |
Loans |
Range of |
Average |
Daily Weighted Average Rate of Interest and Other Expenses on Loans |
||||||||||||
| MUA |
$ | — | — | % | $ | 125,822 | 0.71 | % | ||||||||
| MHD |
— | — | 85,137 | 0.71 | ||||||||||||
| MVT |
— | — | 117,534 | 0.71 | ||||||||||||
| 5. | DERIVATIVE FINANCIAL INSTRUMENTS |
The Funds engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Funds 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 Funds 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 Funds 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 Funds 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 Fund entered into an Investment Advisory Agreement with the Manager, the Funds’ 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 Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund.
For such services, each Fund, except MUI, pays the Manager a monthly fee at an annual rate equal to the following percentages of the average daily value of each Fund’s net assets:
|
Fund Name |
Investment Advisory Fees |
|||
| MUA |
0.55 | % | ||
| MHD |
0.55 | |||
| 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 |
75 |
Notes to Financial Statements (continued)
| Fund Name | Investment Advisory Fees |
|||
| MVT |
0.50 | % | ||
For such services, MUI pays the Manager a monthly fee of 0.55% of (i) the average daily value of MUI’s net assets and (ii) the proceeds of any outstanding debt securities and borrowings used for leverage.
For purposes of calculating these fees, “net assets” mean the total assets of the Fund 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 Fund’s NAV.
Distribution Fees: MUA has entered into a Distribution Agreement with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager, to provide for distribution of MUA common shares on a reasonable best efforts basis through an equity shelf offering (a “Shelf Offering”) (the “Distribution Agreement”). Pursuant to the Distribution Agreement, BRIL will receive commissions with respect to sales of common shares at a commission rate of 1.00% of the gross proceeds of the sale of MUA’s common shares and a portion of such commission is re-allowed to broker-dealers engaged by BRIL. The commissions retained by BRIL during the period ended April 30, 2021 amounted to $36,124.
Waivers: With respect to each Fund, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2022. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Directors, or by a vote of a majority of the outstanding voting securities of a Fund. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended April 30, 2021, the amounts waived were as follows:
| Fund Name | Amounts Waived | |||
| MUA |
$ | 2,700 | ||
| MHD |
4,035 | |||
| MUI |
2,799 | |||
| MVT |
3,949 | |||
The Manager contractually agreed to waive its investment advisory fee with respect to any portion of each Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2022. The agreement can be renewed for annual periods thereafter, and may be terminated on 90 days’ notice, each subject to approval by a majority of the Funds’ Independent Directors. For the year ended April 30, 2021, there were no fees waived by the Manager pursuant to this arrangement.
With respect to MHD, effective March 8, 2021, the Manager contractually agreed to waive a portion of its investment advisory fees equal to the annual rate of 0.01% of the average daily value of net assets through June 30, 2022. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Directors, or by a vote of a majority of the outstanding voting securities of the Fund. This amount is included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended April 30, 2021, the amounts waived was $21,865.
Directors and Officers: Certain directors and/or officers of the Funds are directors and/or officers of BlackRock or its affiliates. The Funds reimburse the Manager for a portion of the compensation paid to the Funds’ Chief Compliance Officer, which is included in Directors and Officer in the Statements of Operations.
| 7. | PURCHASES AND SALES |
For the year ended April 30, 2021, purchases and sales of investments, excluding short-term investments, were as follows:
| Fund Name | Purchases | Sales | ||||||
| MUA |
$ | 126,968,877 | $ | 108,921,418 | ||||
| MHD |
76,794,609 | 67,973,044 | ||||||
| MUI |
124,296,363 | 122,295,472 | ||||||
| MVT |
78,834,292 | 66,256,079 | ||||||
| 8. | INCOME TAX INFORMATION |
It is each Fund’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 Fund 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 Fund’s U.S. federal tax returns generally remains open for a period of three fiscal years after they are filed. The statutes of limitations on each Fund’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 Funds as of April 30, 2021, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.
| 76 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Notes to Financial Statements (continued)
U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAVs per share. As of period end, the following permanent differences attributable to non-deductible expenses were reclassified to the following accounts:
| Fund Name | Paid-in Capital | Accumulated Earnings (Loss) |
||||||
| MUA |
$ | (46,500 | ) | $ | 46,500 | |||
| MHD |
(129,458 | ) | 129,458 | |||||
The tax character of distributions paid was as follows:
| Fund Name | Year Ended 04/30/21 |
Year Ended 04/30/20 |
||||||
| MUA |
||||||||
| Tax-exempt income(a) |
$ | 23,078,942 | $ | 22,874,474 | ||||
| Ordinary income(b) |
320,432 | 11,097 | ||||||
| Long-term capital gains(c) |
— | 767,947 | ||||||
|
|
|
|
|
|||||
| $ | 23,399,374 | $ | 23,653,518 | |||||
|
|
|
|
|
|||||
| MHD |
||||||||
| Tax-exempt income(a) |
$ | 13,947,656 | $ | 12,535,210 | ||||
| Ordinary income(b) |
15,907 | 8,171 | ||||||
|
|
|
|
|
|||||
| $ | 13,963,563 | $ | 12,543,381 | |||||
|
|
|
|
|
|||||
| MUI |
||||||||
| Tax-exempt income(a) |
$ | 27,173,482 | $ | 26,692,456 | ||||
| Ordinary income(b) |
647 | 7,088 | ||||||
|
|
|
|
|
|||||
| $ | 27,174,129 | $ | 26,699,544 | |||||
|
|
|
|
|
|||||
| MVT |
||||||||
| Tax-exempt income(a) |
$ | 16,096,972 | $ | 17,424,641 | ||||
| Ordinary income(b) |
2,894 | 33,500 | ||||||
|
|
|
|
|
|||||
| $ | 16,099,866 | $ | 17,458,141 | |||||
|
|
|
|
|
|||||
| (a) | The Funds designate these amounts paid during the fiscal year ended April 30, 2021, as exempt-interest dividends. |
| (b) | Ordinary income consists primarily of taxable income recognized from market discount. Additionally, all ordinary income distributions are comprised of interest related dividends for non-U.S. residents and are eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations. |
| (c) | The Fund designate this amount paid during the fiscal year ended April 30, 2021 as 20% rate long-term capital gain dividends. |
As of period end, the tax components of accumulated earnings (loss) were as follows:
|
Fund Name |
|
Undistributed Tax-Exempt Income |
|
|
Undistributed Ordinary Income |
|
|
Undistributed Long-Term Capital Gains |
|
|
Non-Expiring Capital Loss Carryforwards |
(a) |
|
Net Unrealized Gains (Losses) |
(b) |
Total | ||||||||
| MUA |
$ | — | $ | 27,052 | $ | 2,427,831 | $ | — | $ | 51,087,234 | $ | 53,542,117 | ||||||||||||
| MHD |
2,510,679 | — | 47,830 | (27,296,188 | ) | 139,808,622 | 115,070,943 | |||||||||||||||||
| MUI |
3,267,289 | — | — | (5,533,868 | ) | 75,845,323 | 73,578,744 | |||||||||||||||||
| MVT |
786,989 | 2,870 | — | (5,269,494 | ) | 47,422,464 | 42,942,829 |
| (a) | Subject to limitation, amounts available to offset future realized capital gains. |
| (b) | The differences between book-basis and tax-basis net unrealized gains were attributable primarily to the tax deferral of losses on wash sales and straddles, amortization and accretion methods of premiums and discounts on fixed income securities, the accrual of income on securities in default, the treatment of residual interests in tender option bond trusts and the deferral of compensation to Directors. |
During the year ended April 30, 2021, the Funds listed below utilized the following amounts of their respective capital loss carryforward:
| Fund Name | Amounts | |||
| MHD |
$ | 285,008 | ||
| MUI |
521,855 | |||
| MVT |
409,798 | |||
As of April 30, 2021, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:
| Fund Name |
Tax Cost |
Gross Unrealized Appreciation |
Gross Unrealized Depreciation |
Net Unrealized Appreciation (Depreciation) |
||||||||||||
| MUA |
$ | 493,436,736 | $ | 58,421,369 | $ | (6,921,250 | ) | $ | 51,500,119 | |||||||
| MHD |
1,117,033,931 | 140,518,271 | (647,376 | ) | 139,870,895 | |||||||||||
| 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 |
77 |
Notes to Financial Statements (continued)
|
Fund Name |
Tax Cost |
Gross Unrealized Appreciation |
Gross Unrealized |
Net Unrealized Appreciation (Depreciation) |
||||||||||||
| MUI |
$ | 815,963,407 | $ | 76,969,089 | $ | (736,102 | ) | $ | 76,232,987 | |||||||
| MVT |
420,126,773 | 47,731,157 | (282,582 | ) | 47,448,575 | |||||||||||
| 9. | PRINCIPAL RISKS |
In the normal course of business, the Funds invest in securities or other instruments and may enter into certain transactions, and such activities subject each Fund 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 Funds and their investments. MUA’s prospectus provides details of the risks to which the Fund is subject.
The Funds 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 Funds 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 Fund.
A Fund structures and “sponsors” the TOB Trusts in which it holds TOB Residuals and has certain duties and responsibilities, which may give rise to certain additional risks including, but not limited to, compliance, securities law and operational risks.
Should short-term interest rates rise, the Funds’ investments in the TOB Trusts may adversely affect the Funds’ 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 Funds’ 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 Funds’ 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 Funds, including through reduced demand for and liquidity of municipal bonds and increased financing costs for municipal issuers. The ultimate impact of any potential modifications on the TOB Trust market and the overall municipal market is not yet certain.
Each 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. A Fund may not be able to readily dispose of such investments at prices that approximate those at which a Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, a Fund 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 Fund’s net asset value and ability to make dividend distributions. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.
Market Risk: Each Fund 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 Fund to reinvest in lower yielding securities. Each Fund may also be exposed to reinvestment risk, which is the risk that income from each Fund’s portfolio will decline if each Fund invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below each Fund 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.
An outbreak of respiratory disease caused by a novel coronavirus has developed into a global pandemic and has resulted in closing borders, quarantines, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this pandemic, and other global health crises that may arise in the future, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. This pandemic may result in substantial market volatility and may adversely impact the prices and liquidity of a fund’s investments. The duration of this pandemic and its effects cannot be determined with certainty.
Counterparty Credit Risk: The Funds 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 Funds 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 Funds to market, issuer and counterparty credit risks, consist principally of financial instruments and
| 78 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Notes to Financial Statements (continued)
receivables due from counterparties. The extent of the Funds’ 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 Funds.
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 Funds 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 Fund 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 Funds.
Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within each Fund’s portfolio are disclosed in its Schedule of Investments.
Certain Funds invest a significant portion of their assets in securities within a single or limited number of market sectors. When a Fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the Fund and could affect the income from, or the value or liquidity of, the Fund’s portfolio. Investment percentages in specific sectors are presented in the Schedules of Investments.
Certain Funds 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.
Certain Funds invest a significant portion of their assets in fixed-income securities and/or use derivatives tied to the fixed-income markets. Changes in market interest rates or economic conditions may affect the value and/or liquidity of such investments. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. The Funds may be subject to a greater risk of rising interest rates due to the current period of historically low rates.
LIBOR Transition Risk: The United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates will be phased out by the end of 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Funds may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against, instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Funds is uncertain.
| 10. | CAPITAL SHARE TRANSACTIONS |
Each Fund is authorized to issue 200 million shares, all of which were initially classified as Common Shares. The par value for each Fund’s Common Shares is $0.10. The par value for each of MHD’s, MUI’s and MVT’s Preferred Shares outstanding is $0.10. The Board is authorized, however, to reclassify any unissued Common Shares to Preferred Shares without the approval of Common Shareholders.
Common Shares
For the periods shown, shares issued and outstanding increased by the following amounts as a result of dividend reinvestment:
| Year Ended | ||||||||
| Fund Name | 04/30/21 | 04/30/20 | ||||||
| MUA |
62,648 | 78,450 | ||||||
| MHD |
— | 18,512 | ||||||
| MVT |
— | 15,552 | ||||||
For the year ended April 30, 2021 and the year ended April 30, 2020, shares issued and outstanding remained constant for MUI.
For the year ended April 30, 2021, Common Shares issued and outstanding increased by 39,147,091 as a result of the reorganization of MHD.
For the year ended April 30, 2021, Common Shares issued and outstanding decreased by 25 as a result of a redemption of fractional shares from the reorganization of MHD.
The Funds participate in an open market share repurchase program (the “Repurchase Program”). From December 1, 2019 through November 30, 2020, each Fund may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2019, subject to certain conditions. From December 1, 2020 through November 30, 2021, each Fund may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2020, subject to certain conditions. There is no assurance that the Funds will purchase shares in any particular amounts. For the year ended April 30, 2021, the Funds did not repurchase any shares.
| 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 |
79 |
Notes to Financial Statements (continued)
MUA has filed a prospectus with the SEC allowing it to issue an additional 5,500,000 Common Shares through an equity shelf program (a “Shelf Offering”). Under the Shelf Offering, MUA, subject to market conditions, may raise additional equity capital from time to time in varying amounts and utilizing various offering methods at a net price at or above the Fund’s NAV per Common Share (calculated within 48 hours of pricing). As of period end, 4,273,464 Common Shares remain available for issuance under the Shelf Offering. During the period ended, MUA issued 1,226,536 shares under the Shelf Offering. See Additional Information - Shelf Offering Program for additional information about the Shelf Offering.
Initial costs incurred by MUA in connection with its shelf offering are recorded as “Deferred offering cost” in the Statement of Assets and Liabilities. As shares are sold, a portion of the costs attributable to the shares sold will be charged against paid-in-capital. Any remaining deferred charges at the end of the shelf offering period will be charged to expense. Any subsequent costs incurred to keep the filing active will be charged to expense as incurred.
Preferred Shares
A Fund’s Preferred Shares rank prior to its Common Shares as to the payment of dividends by the Fund and distribution of assets upon dissolution or liquidation of the Fund. The 1940 Act prohibits the declaration of any dividend on Common Shares or the repurchase of Common Shares if the Fund fails to maintain asset coverage of at least 200% of the liquidation preference of the Fund’s outstanding Preferred Shares. In addition, pursuant to the Preferred Shares’ governing instruments, a Fund 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 Fund 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 Fund’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.
VMTP Shares
MHD, MUI and MVT (for purposes of this section, each a “VMTP Fund”), have issued Series W-7 VMTP Shares, $100,000 liquidation preference per share, in one or more privately negotiated offerings to qualified institutional buyers as defined pursuant to Rule 144A under the Securities Act. The VMTP Shares are subject to certain restrictions on transfer, and a VMTP Fund may also be required to register its VMTP Shares for sale under the Securities Act under certain circumstances. As of period end, the VMTP Shares outstanding and assigned long-term ratings were as follows:
| Fund Name | Issue Date |
Shares Issued |
Aggregate Principal |
Term Redemption Date |
Moody’s Rating |
Fitch Rating |
||||||||||||||||||
| MHD |
12/16/11 | 837 | $ | 83,700,000 | 07/02/23 | Aa1 | AA | |||||||||||||||||
| 03/08/21 | 2,641 | 264,100,000 | 07/02/23 | Aa1 | AA | |||||||||||||||||||
| MUI |
12/07/12 | 2,871 | 287,100,000 | 07/02/23 | Aa2 | AA | ||||||||||||||||||
| MVT |
12/16/11 | 1,400 | 140,000,000 | 07/02/23 | Aa1 | AA | ||||||||||||||||||
Redemption Terms: Each VMTP Fund is required to redeem its VMTP Shares on the term redemption date, unless earlier redeemed or repurchased or unless extended. There is no assurance that a term will be extended further or that any VMTP Shares will be replaced with any other preferred shares or other form of leverage upon the redemption or repurchase of the VMTP Shares. Six months prior to the term redemption date, a VMTP Fund is required to begin to segregate liquid assets with its custodian to fund the redemption. In addition, a VMTP Fund is required to redeem certain of its outstanding VMTP Shares if it fails to comply with certain asset coverage, basic maintenance amount or leverage requirements.
Subject to certain conditions, VMTP Shares may be redeemed, in whole or in part, at any time at the option of the VMTP Fund. With respect to MHD, MUI and MVT, the redemption price per VMTP Share is equal to the liquidation preference per share plus any outstanding unpaid dividends and applicable redemption premium. If MHD, MUI and MVT redeems the VMTP Shares prior to the term redemption date and the VMTP Shares have long-term ratings above A1/A+ or its equivalent by the ratings agencies then rating the VMTP Shares, then such redemption may be subject to a prescribed redemption premium (up to 2% of the liquidation preference) payable to the holder of the VMTP Shares based on the time remaining until the term redemption date, subject to certain exceptions for redemptions that are required to comply with minimum asset coverage requirements.
Dividends: Dividends on the VMTP Shares are declared daily and payable monthly at a variable rate set weekly at a fixed rate spread to the Securities Industry and Financial Markets Association (“SIFMA”) Municipal Swap Index or to a percentage of the one-month LIBOR rate, as set forth in the VMTP Shares governing instrument. The fixed spread is determined based on the long-term preferred share rating assigned to the VMTP Shares by the ratings agencies then rating the VMTP Shares.
The dividend rate on VMTP Shares is subject to a step-up spread if the VMTP Fund fails to comply with certain provisions, including, among other things, the timely payment of dividends, redemptions or gross-up payments, and complying with certain asset coverage and leverage requirements.
For the year ended April 30, 2021, the average annualized dividend rates for the VMTP Shares were as follows:
| MHD | MUI | MVT | ||||||||||
| Dividend rates |
1.03 | % | 1.03 | % | 1.03 | % | ||||||
| 80 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Notes to Financial Statements (continued)
For the year ended April 30, 2021, VMTP Shares issued and outstanding remained constant for MUI and MVT.
For the year ended April 30, 2021, VMTP Shares issued and outstanding for MHD increased by 2,641 due to the reorganizations of BAF, BBK, MUH and MUS with and into MHD.
Offering Costs: The Funds incurred costs in connection with the issuance of VMTP Shares, which were recorded as a direct deduction from the carrying value of the related debt liability and will be amortized over the life of the VMTP Shares. Amortization of these costs is included in interest expense, fees and amortization of offering costs in the Statements of Operations.
Financial Reporting: The VMTP Shares are considered debt of the issuer; therefore, the liquidation preference, which approximates fair value of the VMTP Shares, is recorded as a liability in the Statements of Assets and Liabilities net of deferred offering costs. Unpaid dividends are included in interest expense and fees payable in the Statements of Assets and Liabilities, and the dividends accrued and paid on the VMTP Shares are included as a component of interest expense, fees and amortization of offering costs in the Statements of Operations. The VMTP Shares are treated as equity for tax purposes. Dividends paid to holders of the VMTP Shares are generally classified as tax-exempt income for tax-reporting purposes. Dividends and amortization of deferred offering costs on VMTP Shares are included in interest expense, fees and amortization of offering costs in the Statements of Operations:
| Fund Name | Dividends Accrued | Deferred Offering Costs Amortization |
||||||
| MHD |
$ | 1,264,698 | $ | — | ||||
| MUI |
2,951,741 | — | ||||||
| MVT |
1,439,372 | — | ||||||
| 11. | SUBSEQUENT EVENTS |
Management’s evaluation of the impact of all subsequent events on the Funds’ financial statements was completed through the date the financial statements were issued and the following items were noted:
The Funds declared and paid or will pay distributions to Common Shareholders as follows:
|
Fund Name |
Declaration Date |
Record Date |
Payable/ Paid Date |
Dividend Per Common Share |
||||||||||||
| MUA |
||||||||||||||||
| 05/03/21 | 05/14/21 | 06/01/21 | $ | 0.052500 | ||||||||||||
| 06/01/21 | 06/15/21 | 07/01/21 | 0.052500 | |||||||||||||
| MHD |
||||||||||||||||
| 05/03/21 | 05/14/21 | 06/01/21 | 0.060500 | |||||||||||||
| 06/01/21 | 06/15/21 | 07/01/21 | 0.060500 | |||||||||||||
| MUI |
||||||||||||||||
| 05/03/21 | 05/14/21 | 06/01/21 | 0.054000 | |||||||||||||
| 06/01/21 | 06/15/21 | 07/01/21 | 0.054000 | |||||||||||||
| MVT |
||||||||||||||||
| 05/03/21 | 05/14/21 | 06/01/21 | 0.058500 | |||||||||||||
| 06/01/21 | 06/15/21 | 07/01/21 | 0.058500 | |||||||||||||
The Funds declared and paid or will pay distributions to Preferred Shareholders as follows:
| Preferred Shares(a) | ||||||||||||
| Fund Name | Shares | Series | Declared | |||||||||
| MHD |
VMTP | W-7 | $ | 302,855 | ||||||||
| MUI |
VMTP | W-7 | 249,999 | |||||||||
| MVT |
VMTP | W-7 | 121,908 | |||||||||
| (a) | Dividends declared for period May 1, 2021 to May 31, 2021. |
| 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 |
81 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of BlackRock MuniAssets Fund, Inc., BlackRock MuniHoldings Fund, Inc., BlackRock Muni Intermediate Duration Fund, Inc., and BlackRock MuniVest Fund II, Inc.:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statements of assets and liabilities of BlackRock MuniAssets Fund, Inc., BlackRock MuniHoldings Fund, Inc., BlackRock Muni Intermediate Duration Fund, Inc., and BlackRock MuniVest Fund II, Inc. (the “Funds”), including the schedules of investments, as of April 30, 2021, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of April 30, 2021, and the results of their operations and their cash flows for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of April 30, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Deloitte & Touche LLP
Boston, Massachusetts
June 22, 2021
We have served as the auditor of one or more BlackRock investment companies since 1992.
| 82 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Important Tax Information (unaudited)
For the fiscal period ended March 8, 2021, the Funds designate the following amounts paid as exempt-interest dividends:
|
Fund Name |
Exempt-Interest Dividends |
|||
|
BAF |
$ |
4,049,535 |
| |
| BBK |
5,906,341 | |||
| MUH |
8,514,740 | |||
| MUS |
8,799,988 | |||
|
I M P O R T A N T T A X I N F O R M A T I O N |
83 |
Investment Objectives, Policies and Risks
Recent Changes
The following information is a summary of certain changes since April 30, 2020. 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 MuniAssets Fund, Inc. (MUA)
The Fund’s investment objective is to provide high current income exempt from Federal income taxes by investing primarily in a portfolio of medium to lower grade or unrated municipal obligations the interest on which, in the opinion of bond counsel to the issuer, is exempt from Federal income taxes. The Fund seeks to achieve its investment objective by investing at least 80% of its assets, except during temporary defensive periods, in a portfolio of obligations issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies or instrumentalities paying interest which, in the opinion of bond counsel to the issuer, is exempt from Federal income taxes (“Municipal Bonds”). The Fund at all times, except during temporary defensive periods, will maintain at least 65% of its assets in Municipal Bonds which are rated in any one of the medium and lower rating categories of a nationally recognized statistical rating organization or are unrated. These ratings are currently Baa (Moody’s Investor Service Inc. (“Moody’s”)) or BBB (S&P Global Ratings (“S&P”) and Fitch Ratings, Inc. (“Fitch”)) or lower. These are fundamental policies of the Fund and, therefore, may not be changed without the approval of a majority of the Fund’s outstanding voting shares as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund may invest directly in such securities or synthetically through the use of derivatives. The Fund is not intended as, and you should not construe it to be, a complete investment program. There can be no assurance that the Fund’s investment objective will be achieved or that the Fund’s investment program will be successful.
The Fund has the authority to invest as much as 35% of its total assets in Municipal Bonds in the higher rating categories of nationally recognized statistical rating organizations (ratings of A or higher by Moody’s, S&P or Fitch or comparable unrated securities). In addition, the Fund reserves the right to temporarily invest more than 20% of its total assets in short-term municipal securities, or short-term taxable money market securities (including commercial paper, certificates of deposit and repurchase agreements) for defensive purposes when, in the opinion of BlackRock Advisors, LLC (the “Manager”), prevailing market or financial conditions warrant. The Fund does not invest more than 25% of its total assets (taken at market value) in Municipal Bonds whose issuers are located in the same state. “Total assets” of the Fund means the Fund’s net assets plus the amount of any borrowings for investment purposes.
Ordinarily, the Fund does not intend to realize significant interest income that is subject to Federal income taxes. However, the Fund may invest all or a portion of its assets in certain tax-exempt securities classified as “private activity bonds” (“PABs”) (in general, bonds that benefit non-governmental entities) that may subject certain investors in the Fund to a Federal alternative minimum tax.
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 receives an opinion of counsel to the issuer that such securities pay interest that is excludable from gross income for federal income tax purposes (“Non-Municipal Tax-Exempt Securities”), which 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 Municipal Bonds, to the extent such investments are permitted by the Fund’s investment restrictions and applicable law.
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.
Investments in lower rated Municipal Bonds generally provide a higher yield and are less affected by interest rate fluctuations than higher rated tax-exempt securities of similar maturity but are subject to greater overall market risk and are also subject to a greater degree of risk with respect to the ability of the issuer to meet its principal and interest obligations.
The Fund seeks to reduce risk through investing in multiple issuers, credit analysis and monitoring of current developments regarding the obligor and trends in both the economy and financial markets. The Manager will use various means to research the stability and/or potential for improvement of various municipal issuers in connection with the proposed purchase of their securities by the Fund. Evaluation of each Municipal Bond may include the analysis of financial performance, debt structure, economic factors and the administrative structure of the issuer. Additionally, the priority of liens and the overall structure of the particular issue may be factors that will determine suitability for purchase. Further investigation may be performed and may include, among other things, discussions with project management, corporate officers and industry experts as well as site inspections, area analysis, and project and financial projection analysis. All purchases and sales also may be subject to the review of market data, economic projections and the performance of the financial markets. Certain economic indicators also may be monitored. Additionally, the Advisor will vary the average maturity of the Fund’s portfolio securities based upon its assessment of economic and market conditions
Leverage: The Fund currently does not intend to borrow money or issue debt securities or preferred shares. The Fund is, however, permitted to borrow money or issue debt securities in an amount up to 33 1/3% of its Managed Assets (50% of its net assets), and issue preferred shares in an amount up to 50% of its Managed Assets (100% of its net assets). “Managed Assets” means the total assets of the Fund (including any assets attributable to money borrowed for investment purposes) minus the sum of the Fund’s accrued liabilities (other than money borrowed for investment purposes). The Fund reserves the right to borrow money from banks or other financial institutions, or issue debt securities or preferred shares, in the future if it believes that market conditions would be conducive to the successful implementation of a leveraging strategy through borrowing money or issuing debt securities or preferred shares. Any such leveraging will not be fully achieved until the proceeds resulting from the use of leverage have been invested in accordance with the Fund’s investment objective and policies.
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Investment Objectives, Policies and Risks (continued)
The Fund’s Board of Directors (the “Board”) has authorized the Fund to use economic leverage up to 25% of its total assets. The Fund currently intends to use economic leverage approximately equal to 15% of its total assets at the time the leverage is implemented, but may use economic leverage up to 25% of its total assets under the leverage policy set by the Board without further Board or shareholder approval. The Board could in the future authorize the Fund to use additional leverage up to the maximum amount permitted under the 1940 Act or change the 25% threshold at which Board approval is required to increase leverage, in each case without further shareholder approval.
The Fund currently leverages its assets through the use of TOB Residuals, which are derivative interests in municipal bonds.
The Fund may enter into derivative transactions that have economic leverage embedded in them.
The Fund may also borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.
BlackRock MuniHoldings Fund, Inc. (MHD)
The Fund’s investment objective is to provide stockholders with current income exempt from federal income taxes. There can be no assurance that the Fund’s investment objective will be realized. The Fund’s investment policies provide that it seeks to achieve its investment objective by investing, as a fundamental policy at least 80% of an aggregate of the Fund’s net assets (including proceeds from the issuance of any preferred stock) and the proceeds of any borrowings for investment purposes, in a portfolio of municipal obligations issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies or instrumentalities, each of which pays interest that, in the opinion of bond counsel to the issuer, is excludable from gross income for federal income tax purposes (except that the interest may be includable in taxable income for purposes of the federal alternative minimum tax).
The Fund’s investment objective and its policy of investing at least 80% of an aggregate of the Fund’s net assets (including proceeds from the issuance of any preferred stock) and the proceeds of any borrowings for investment purposes, in municipal bonds are fundamental policies that may not be changed without the approval of the holders of a majority of the outstanding common stock and the outstanding preferred stock, including the Fund’s outstanding Series W-7 Variable Rate Muni Term Preferred Shares (“VMTP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred stock, including the VMTP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the shares present at a meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares, whichever is less.
The Fund’s investment policies provide that it will invest at least 75% of its total assets in a portfolio of municipal bonds that are commonly referred to as “investment grade” securities, which are obligations rated at the time of purchase within the four highest quality ratings as determined by either Moody’s Investor 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 (“Fitch”) (currently AAA, AA, A and BBB). In the case of short-term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F-1+ through F-3 for Fitch. In the case of tax exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s and BBB and F-3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of municipal bonds with respect to the foregoing requirements, BlackRock Advisors, LLC (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. If unrated, such securities will possess creditworthiness comparable, in the opinion of the Manager, to other obligations in which the Fund may invest.
The Fund may invest up to 25% of its total assets in municipal bonds that are rated below Baa by Moody’s or below BBB by S&P or Fitch or, if unrated, are considered by the Manager to possess similar credit characteristics. 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, sometimes referred to as “high yield” or “junk” bonds, are predominantly speculative with respect to the capacity to pay interest and repay principal in accordance with the terms of the security and generally involve a greater volatility of price than securities in higher rating categories. 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.
The foregoing credit quality policies apply only at the time a security is purchased, and the Fund is not required to dispose of a security if a rating agency downgrades its assessment of the credit characteristics of a particular issue. In determining whether to retain or sell a security that a rating agency has downgraded, the Manager may consider such factors as the Manager’s assessment of the credit quality of the issuer of the security, the price at which the security could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.
The Fund may also 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 stock. The Fund may purchase insured bonds and may purchase insurance for bonds in its portfolio.
The Fund may invest in certain tax exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (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 private activity bonds will vary from time to time. The Fund has not established any limit on the percentage of its portfolio that may be invested in municipal bonds subject to the federal alternative minimum tax provisions of federal tax law, and the Fund expects that a portion of the income it produces will be includable in alternative minimum taxable income.
The Fund also may not invest more than 25% of its total assets (taken at market value at the time of each investment) in municipal bonds whose issuers are located in the same state.
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Investment Objectives, Policies and Risks (continued)
The average maturity of the Fund’s portfolio securities varies from time to time based upon an assessment of economic and market conditions by the Manager. The Fund’s portfolio at any given time may include both long-term, intermediate-term and short-term municipal bonds.
The Fund’s stated expectation is that it will invest in municipal bonds that, in the Manager’s opinion, are underrated or undervalued. Underrated municipal bonds are those whose ratings do not, in the opinion of the Manager, reflect their true higher creditworthiness. Undervalued municipal bonds are bonds that, in the opinion of the Manager, are worth more than the value assigned to them in the marketplace. The Manager may at times believe that bonds associated with a particular municipal market sector (for example, but not limited to electric utilities), or issued by a particular municipal issuer, are undervalued. The Manager may purchase those bonds for the Fund’s portfolio because they represent a market sector or issuer that the Manager considers undervalued, even if the value of those particular bonds appears to be consistent with the value of similar bonds. Municipal bonds of particular types (for example, but not limited to hospital bonds, industrial revenue bonds or bonds issued by a particular municipal issuer) may be undervalued because there is a temporary excess of supply in that market sector, or because of a general decline in the market price of municipal bonds of the market sector for reasons that do not apply to the particular municipal bonds that are considered undervalued. The Fund’s investment in underrated or undervalued municipal bonds will be based on the Manager’s belief that their yield is higher than that available on bonds bearing equivalent levels of interest rate risk, credit risk and other forms of risk, and that their prices will ultimately rise, relative to the market, to reflect their true value. Any capital appreciation realized by the Fund will generally result in capital gain distributions subject to federal capital gains taxation.
The Fund ordinarily does not intend to realize significant investment income not exempt from federal income tax. From time to time, the Fund may realize taxable capital gains.
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 VMTP 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 currently does not intend to borrow money or issue debt securities. Although it has no present intention to do so, the Fund reserves the right to borrow money from banks or other financial institutions, or issue debt securities, in the future if it believes that market conditions would be conducive to the successful implementation of a leveraging strategy through borrowing money or issuing debt securities or preferred stock.
The Fund may enter into derivative transactions that have economic leverage embedded in them.
The Fund may also borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.
BlackRock Muni Intermediate Duration Fund, Inc. (MUI)
The Fund’s investment objective is to provide common stockholders with high current income exempt from federal income taxes. The Fund seeks to achieve its investment objective by investing at least 80% of its net assets (including assets acquired from the sale of preferred stock) plus the amount of any borrowings for investment purposes, in a portfolio of municipal obligations issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies or instrumentalities, each of which pays interest that, in the opinion of bond counsel to the issuer, is excludable from gross income for federal income tax purposes (except that the interest may be includable in taxable income for purposes of the federal alternative minimum tax) (“Municipal Bonds”). The Fund’s investment objective and its policy of investing at least 80% of its net assets (including assets acquired from the sale of preferred stock) plus the amount of any borrowings for investment purposes, in Municipal Bonds are fundamental policies that may not be changed without the approval of a majority of the outstanding common stock and the outstanding preferred stock, including the Fund’s outstanding Series W-7 Variable Rate Muni Term Preferred Shares (“VMTP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred stock, including the VMTP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the stock present at a meeting, if the holders of more than 50% of the outstanding stock are present or represented by proxy, or (2) more than 50% of the outstanding stock, whichever is less.
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 Fund has not established any limit on the percentage of its portfolio that may be invested in PABs. The Fund expects that a portion of the interest or income it produces will be includable in alternative minimum taxable income.
Under normal market conditions, the Fund invests at least 75% of its total assets in a portfolio of Municipal Bonds that are commonly referred to as “investment grade” securities, which are obligations rated at the time of purchase within the four highest quality ratings as determined by either Moody’s Investor 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 (“Fitch”) (currently AAA, AA, A and BBB). In the case of short-term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F- 1+ through F-3 for Fitch. In the case of tax exempt commercial paper, the investment grade rating categories are A- 1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch. Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s and BBB and F-3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of Municipal Bonds with respect to the foregoing requirements, the Manager takes into account the nature of any letters of credit or similar credit enhancement to which particular Municipal Bonds are entitled and the creditworthiness of the financial institution that provided such credit enhancement. If unrated, such securities will possess creditworthiness comparable, in the opinion of the Manager, to other obligations in which the Fund may invest.
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Investment Objectives, Policies and Risks (continued)
The Fund may invest up to 25% of its total assets in Municipal Bonds that are rated below Baa by Moody’s or below BBB by S&P or Fitch or, if unrated, are considered by the Manager to possess similar credit characteristics. Such securities, sometimes referred to as “high yield” or “junk” bonds, are predominantly speculative with respect to the capacity to pay interest and repay principal in accordance with the terms of the security and generally involve a greater volatility of price than securities in higher rating categories. The Fund does not intend to purchase Municipal Bonds that are in default or which the Manager believes will soon be in default. 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.
The Fund may invest 25% or more of its total assets in tax exempt securities of issuers in the industries comprising the same economic sector, such as hospitals or life care facilities and transportation-related issuers. However, the Fund will not invest 25% or more of its total assets in any one of the industries comprising an economic sector. In addition, a substantial part of the Fund’s portfolio may be comprised of securities credit enhanced by banks, insurance companies or companies with similar characteristics. Emphasis on these sectors may subject the Fund to certain risks.
If a percentage restriction on investment policies is adhered to at the time a transaction is effected, later changes in percentage resulting from changing values will not be considered a violation.
The value of bonds and other fixed income obligations may fall when interest rates rise and rise when interest rates fall. In general, bonds and other fixed income obligations with longer maturities will be subject to greater volatility resulting from interest rate fluctuations than will similar obligations with shorter maturities. [Under normal market conditions, the Fund maintains a dollar-weighted average portfolio duration of three to ten years.] “Duration” measures the sensitivity of a security’s price to changes in interest rates. Unlike final maturity, duration takes account of all payments made over the life of the security. Typically, with a 1% change in interest rates, an investment’s value may be expected to move in the opposite direction approximately 1% for each year of its duration. The greater a portfolio’s duration, the greater the change in the portfolio’s value in response to changes in interest rates. The Manager increases or reduces the Fund’s portfolio duration based on its interest rate outlook. When the Manager expects interest rates to fall, it attempts to maintain a longer portfolio duration. When the Manager expects interest rates to increase, it attempts to shorten the portfolio’s duration. Generally, as is the case with any investment grade fixed income obligations, Municipal Bonds with longer maturities tend to produce higher yields. Under normal market conditions, however, such yield-to-maturity increases tend to decline in the longer maturities (i.e., the slope of the yield curve flattens). At the same time, due to their longer exposure to interest rate risk, prices of longer term obligations are subject to greater market fluctuations as a result of changes in interest rates. Based on the foregoing premises, the Manager believes that the yield and price volatility characteristics of an intermediate duration portfolio generally offer an attractive trade-off between return and risk. There may be market conditions, however, where an intermediate duration portfolio may be less attractive due to the fact that the Municipal Bond yield curve changes from time to time depending on supply and demand forces, monetary and tax policies and investor expectations. As a result, there may be situations where investments in individual Municipal Bonds with longer durations may be more attractive than individual intermediate duration Municipal Bonds.
For temporary periods or to provide liquidity, the Fund has the authority to invest as much as 20% of its total assets in tax exempt and taxable money market obligations with a maturity of one year or less (such short-term obligations being referred to herein as “Temporary Investments”). In addition, the Fund reserves the right as a defensive measure to invest temporarily a greater portion of its assets in Temporary Investments, when, in the opinion of the Manager, prevailing market or financial conditions warrant. Taxable money market obligations will yield taxable income.
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 Fund’s Board of Directors (the “Board”) without the approval of the Fund’s stockholders. The Fund is also authorized to invest in indexed and inverse floating obligations for hedging purposes and to seek to enhance return.
Certain Municipal Bonds may be entitled to the benefits of letters of credit or similar credit enhancements issued by financial institutions. In such instances, the Board of Directors of the Fund and the Manager will take into account, in assessing the quality of such bonds, both the creditworthiness of the issuer of such bonds and the creditworthiness of the financial institution that provides the credit enhancement.
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 receives an opinion of counsel to the issuer that such securities pay interest that is excludable from gross income for federal income tax purposes (“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 Municipal Bonds, to the extent such investments are permitted by the Fund’s investment restrictions and applicable law. 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. While the Fund receives opinions of legal counsel to the effect that the income from the Non-Municipal Tax Exempt Securities in which the Fund invests is excludable from gross income for federal income tax purposes to the same extent as the underlying Municipal Bonds, the Internal Revenue Service (“IRS”) has not issued a ruling on this subject. Were the IRS to issue an adverse ruling or take an adverse position with respect to the taxation of these types of securities, there is a risk that the interest paid on such securities would be deemed taxable at the federal level.
The Fund ordinarily does not intend to realize significant investment income not exempt from federal income tax. From time to time, the Fund may realize taxable capital gains. Interest received on certain otherwise tax exempt securities that are classified as “private activity bonds” (in general, bonds that benefit non-governmental entities) may be subject to a federal alternative minimum tax. The percentage of the Fund’s total assets invested in “private activity bonds” will vary from time to time. 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 VMTP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.
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Investment Objectives, Policies and Risks (continued)
BlackRock MuniVest Fund II, Inc. (MVT)
The Fund’s investment objective is to provide stockholders with as high a level of current income exempt from federal income taxes as is consistent with its investment policies and prudent investment management. There can be no assurance that the Fund’s investment objective will be realized. The Fund’s investment policies provide that it seeks to achieve its investment objective by investing, as a fundamental policy at least 80% of an aggregate of the Fund’s net assets (including proceeds from the issuance of any preferred stock) and the proceeds of any borrowings for investment purposes, in a portfolio of municipal obligations issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies or instrumentalities, each of which pays interest that, in the opinion of bond counsel to the issuer, is excludable from gross income for federal income tax purposes (except that the interest may be includable in taxable income for purposes of the federal alternative minimum tax) (“Municipal Bonds”).
The Fund’s investment objective and its policy of investing at least 80% of an aggregate of the Fund’s net assets (including proceeds from the issuance of any preferred stock) and the proceeds of any borrowings for investment purposes, in Municipal Bonds are fundamental policies that may not be changed without the approval of the holders of a majority of the outstanding common shares and the outstanding preferred shares, including the Fund’s outstanding Series W-7 Variable Rate Muni Term Preferred Shares (the “VMTP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred shares, including the VMTP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the shares present at a meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares, whichever is less.
The Fund’s investment policies provide that under normal market conditions, the Fund expects to invest at least 75% of its total assets in a portfolio of Municipal Bonds that are commonly referred to as “investment grade” securities, which are obligations rated at the time of purchase within the four highest quality ratings as determined by either Moody’s Investors Service, Inc. (“Moody’s”) (currently Aaa, Aa, A and Baa), Standard & Poor’s (“S&P”) (currently AAA, AA, A and BBB) or Fitch Ratings (“Fitch”) (currently AAA, AA, A and BBB). In the case of short term notes, the investment grade rating categories are SP-1+ through SP-2 for S&P, MIG-1 through MIG-3 for Moody’s and F-1+ through F-3 for Fitch. In the case of tax exempt commercial paper, the investment grade rating categories are A-1+ through A-3 for S&P, Prime-1 through Prime-3 for Moody’s and F-1+ through F-3 for Fitch.
Obligations ranked in the lowest investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and Prime-3 for Moody’s and BBB and F-3 for Fitch), while considered “investment grade,” may have certain speculative characteristics. There may be sub-categories or gradations indicating relative standing within the rating categories set forth above. In assessing the quality of Municipal Bonds with respect to the foregoing requirements, BlackRock Advisors, LLC (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. If unrated, such securities will possess creditworthiness comparable, in the opinion of the Manager, to other obligations in which the Fund may invest.
The Fund may invest up to 25% of its total assets in Municipal Bonds that are rated below Baa by Moody’s or below BBB by S&P or Fitch or, if unrated, are considered by the Manager to possess similar credit characteristics. 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, sometimes referred to as “high yield” or “junk” bonds, are predominantly speculative with respect to the capacity to pay interest and repay principal in accordance with the terms of the security and generally involve a greater volatility of price than securities in higher rating categories. 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.
The foregoing credit quality policies apply only at the time a security is purchased, and the Fund is not required to dispose of a security if a rating agency downgrades its assessment of the credit characteristics of a particular issue. In determining whether to retain or sell a security that a rating agency has downgraded, the Advisor may consider such factors as the Advisor’s assessment of the credit quality of the issuer of the security, the price at which the security could be sold and the rating, if any, assigned to the security by other rating agencies. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.
The Fund may also purchase Municipal Bonds that are additionally secured by insurance, bank credit agreements or escrow accounts. The credit quality of companies which provide these credit enhancements will affect the value of those securities. Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income. The insurance feature does not guarantee the market value of the insured obligations or the net asset value of the common shares. The Fund may purchase insured bonds and may purchase insurance for bonds in its portfolio.
The Fund may invest in certain tax exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (“PABs”) (in general, bonds that benefit non-governmental entities) that may subject certain investors in the Fund to an alternative minimum tax. The percentage of the Fund’s total assets invested in PABs will vary from time to time. The Fund has not established any limit on the percentage of its portfolio that may be invested in Municipal Bonds subject to the federal alternative minimum tax provisions of federal tax law, and the Fund expects that a portion of the income it produces will be includable in alternative minimum taxable income.
The Fund also may not invest more than 25% of its total assets (taken at market value at the time of each investment) in Municipal Bonds whose issuers are located in the same state.
The average maturity of the Fund’s portfolio securities varies from time to time based upon an assessment of economic and market conditions by the Manager. The Fund’s portfolio at any given time may include both long-term, intermediate-term and short-term Municipal Bonds.
The Fund’s stated expectation is that it will invest in Municipal Bonds that, in the Advisors’ opinion, are underrated or undervalued. Underrated Municipal Bonds are those whose ratings do not, in the opinion of the Advisors, reflect their true higher creditworthiness. Undervalued Municipal Bonds are bonds that, in the opinion of the Advisors, are worth more than the value assigned to them in the marketplace. The Advisors 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 Advisors may purchase those bonds for the Fund’s portfolio
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Investment Objectives, Policies and Risks (continued)
because they represent a market sector or issuer that the Advisors 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 Advisors’ belief that their yield is higher than that available on bonds bearing equivalent levels of interest rate risk, credit risk and other forms of risk, and that their prices will ultimately rise, relative to the market, to reflect their true value. Any capital appreciation realized by the Fund will generally result in capital gain distributions subject to federal capital gains taxation.
The Fund ordinarily does not intend to realize significant investment income not exempt from federal income tax. From time to time, the Fund may realize taxable capital gains.
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 VMTP 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.
Risk Factors
This section contains a discussion of the general risks of investing in each Fund. The net asset value and market price of, and dividends paid on, the common shares will fluctuate with and be affected by, among other things, the risks more fully described below. As with any fund, there can be no guarantee that a Fund will meet its investment objective or that the Fund’s performance will be positive for any period of time. Each risk noted below is applicable to each Fund unless the specific Fund or Funds are noted in a parenthetical.
Investment and Market Discount Risk: An investment in the Fund’s common shares is subject to investment risk, including the possible loss of the entire amount that you invest. As with any stock, the price of the Fund’s common shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Common shares are designed for long-term investors and the Fund should not be treated as a trading vehicle. Shares of closed-end management investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities. At any point in time an investment in the Fund’s common shares may be worth less than the original amount invested, even after taking into account distributions paid by the Fund. During periods in which the Fund may use leverage, the Fund’s investment, market discount and certain other risks will be magnified.
Debt Securities Risk: Debt securities, such as bonds, involve interest rate risk, credit risk, extension risk, and prepayment risk, among other things.
| • | Interest Rate Risk — The market value of bonds and other fixed-income securities changes in response to interest rate changes and other factors. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. |
| The Fund may be subject to a greater risk of rising interest rates due to the current period of historically low rates. For example, if interest rates increase by 1%, assuming a current portfolio duration of ten years, and all other factors being equal, the value of the Fund’s investments would be expected to decrease by 10%. The magnitude of these fluctuations in the market price of bonds and other fixed-income securities is generally greater for those securities with longer maturities. Fluctuations in the market price of the Fund’s investments will not affect interest income derived from instruments already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may lose money if short-term or long-term interest rates rise sharply in a manner not anticipated by Fund management. |
| 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. |
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Investment Objectives, Policies and Risks (continued)
Municipal Securities Risks: Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. These risks include:
| • | General Obligation Bonds Risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base. |
| • | Revenue Bonds Risks — These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source. |
| • | Private Activity Bonds Risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment. |
| • | 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 certain derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities. |
Taxability Risk: The Fund intends to minimize the payment of taxable income to shareholders by investing in tax-exempt or municipal securities in reliance at the time of purchase on an opinion of bond counsel to the issuer that the interest paid on those securities will be excludable from gross income for U.S. federal income tax purposes. Such securities, however, may be determined to pay, or have paid, taxable income subsequent to the Fund’s acquisition of the securities. In that event, the Internal Revenue Service may demand that the Fund pay U.S. federal income taxes on the affected interest income, and, if the Fund agrees to do so, the Fund’s yield could be adversely affected. In addition, the treatment of dividends previously paid or to be paid by the Fund as “exempt interest dividends” could be adversely affected, subjecting the Fund’s shareholders to increased U.S. federal income tax liabilities. Federal tax legislation may limit the types and volume of bonds the interest on which qualifies for a federal income tax-exemption. As a result, current legislation and legislation that may be enacted in the future may affect the availability of municipal bonds for investment by the Fund. In addition, future laws, regulations, rulings or court decisions may cause interest on municipal securities to be subject, directly or indirectly, to U.S. federal income taxation or interest on state municipal securities to be subject to state or local income taxation, or the value of state municipal securities to be subject to state or local intangible personal property tax, or may otherwise prevent the Fund from realizing the full current benefit of the tax-exempt status of such securities. Any such change could also affect the market price of such securities, and thus the value of an investment in the Fund.
Insurance Risk: Insurance guarantees that interest payments on a municipal security will be made on time and that the principal will be repaid when the security matures. However, insurance does not protect against losses caused by declines in a municipal security’s value. The Fund cannot be certain that any insurance company will make the payments it guarantees. If a municipal security’s insurer fails to fulfill its obligations or loses its credit rating, the value of the security could drop.
Junk Bonds Risk: Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk investments that are considered speculative and may cause income and principal losses for the Fund.
Variable Rate Demand Obligations Risk (MUI): 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 (MUA): 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.
Sector Risk (MUI): Sector risk is the risk that the Fund’s concentration in the securities of companies in a specific market sector or industry will cause the Fund to be more exposed to the price movements of companies in and developments affecting that sector than a more broadly diversified fund. To the extent that the Fund concentrates its investments in a particular sector, there is the risk that the Fund will perform poorly during a downturn in that sector.
Leverage Risk: The Fund also utilizes leverage for investment purposes by entering into derivative instruments with leverage embedded in them, such as TOB Residuals. With respect to MHD, MUI and MVT, the Fund uses leverage for investment purposes through the issuance of VMTP Shares. 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; |
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Investment Objectives, Policies and Risks (continued)
| • | 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.
Derivatives Risk: The Fund’s use of derivatives may increase its costs, reduce the Fund’s returns and/or increase volatility. Derivatives involve significant risks, including:
| • | Volatility Risk — Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate with the overall securities markets. |
| • | Counterparty Risk — Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. |
| • | Market and Illiquidity Risk — The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. |
| • | Valuation Risk — Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. |
| • | Hedging Risk — Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences. |
| • | Tax Risk — Certain aspects of the tax treatment of derivative instruments, including swap agreements and commodity-linked derivative instruments, are currently unclear and may be affected by changes in legislation, regulations or other legally binding authority. Such treatment may be less favorable than that given to a direct investment in an underlying asset and may adversely affect the timing, character and amount of income the Fund realizes from its investments. |
| • | Regulatory Risk — Derivative contracts, including, without limitation, swaps, currency forwards and non-deliverable forwards, are subject to regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) in the United States and under comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Under the Dodd-Frank Act, certain derivatives are subject to margin requirements and swap dealers are required to collect margin from the Fund with respect to such derivatives. Specifically, regulations are now in effect that require swap dealers to post and collect variation margin (comprised of specified liquid instruments and subject to a required haircut) in connection with trading of over-the-counter (“OTC”) swaps with the Fund. Shares of investment companies (other than certain money market funds) may not be posted as collateral under these regulations. Requirements for posting of initial margin in connection with OTC swaps will be phased-in through at least 2021. In addition, regulations adopted by global prudential regulators that are now in effect require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many derivatives contracts, terms that delay or restrict the rights of counterparties, such as the Fund, to terminate such contracts, foreclose upon collateral, exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency proceedings. The implementation of these requirements with respect to derivatives, as well as regulations under the Dodd-Frank Act regarding clearing, mandatory trading and margining of other derivatives, may increase the costs and risks to the Fund of trading in these instruments and, as a result, may affect returns to investors in the Fund. |
| • | On October 28, 2020, the Securities and Exchange Commission adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Fund will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the Investment Company Act of 1940, as amended, treat derivatives as senior securities and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. |
| • | 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 in 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. |
| • | 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 |
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Investment Objectives, Policies and Risks (continued)
| 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. |
Market Risk and Selection Risk: Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. The value of a security or other asset may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other asset, or factors that affect a particular issuer or issuers, exchange, country, group of countries, region, market, industry, group of industries, sector or asset class. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues like pandemics or epidemics, recessions, or other events could have a significant impact on the Fund and its investments. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.
A recent outbreak of an infectious coronavirus has developed into a global pandemic that has resulted in numerous disruptions in the market and has had significant economic impact leaving general concern and uncertainty. The impact of this coronavirus, and other epidemics and pandemics that may arise in the future, could affect the economies of many nations, individual companies and the market in general ways that cannot necessarily be foreseen at the present time.
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Automatic Dividend Reinvestment Plan
Pursuant to MUA, MHD, MUI and MVT’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 Fund’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 MUA, MHD, MUI and MVT 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 Funds (“newly issued shares”) or (ii) by purchase of outstanding shares on the open market or on the Fund’s primary exchange (“open-market purchases”). If, on the dividend payment date, the net asset value per share (“NAV”) is equal to or less than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market premium”), the Reinvestment Plan Agent will invest the dividend amount in newly issued shares acquired on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the dividend payment date, the dollar amount of the dividend will be divided by 95% of the market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market discount”), the Reinvestment Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases. If the Reinvestment Plan Agent is unable to invest the full dividend amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Reinvestment Plan Agent will invest any un-invested portion in newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the dividend payment date.
You may elect not to participate in the Reinvestment Plan and to receive all dividends in cash by contacting the Reinvestment Plan Agent, at the address set forth below.
Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Reinvestment Plan Agent prior to the dividend record date. Additionally, the Reinvestment Plan Agent seeks to process notices received after the record date but prior to the payable date and such notices often will become effective by the payable date. Where late notices are not processed by the applicable payable date, such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.
The Reinvestment Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by each Fund. 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 Fund reserves the right to amend or terminate the Reinvestment Plan. There is no direct service charge to participants in the Reinvestment Plan; however, each Fund reserves the right to amend the Reinvestment Plan to include a service charge payable by the participants. Participants in MUI that request a sale of shares are subject to a $2.50 sales fee and a $0.15 per share sold brokerage commission fee. Participants in MUA, MHD and MVT that request a sale of shares are subject to a $0.02 per share sold brokerage commission. All correspondence concerning the Reinvestment Plan should be directed to Computershare Trust Company, N.A. through the internet at computershare.com/blackrock, or in writing to Computershare, P.O. Box 505000, Louisville, KY 40233, Telephone: (800) 699-1236. Overnight correspondence should be directed to the Reinvestment Plan Agent at Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202.
| A U T O M A T I C D I V I D E N D R E I N V E S T M E N T P L A N |
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Director and Officer Information
| Independent Directors(a) | ||||||||
| Name Year of Birth(b) |
Position(s) Held (Length of Service)(c) |
Principal Occupation(s) During Past Five Years |
Number of BlackRock-Advised Registered Investment Companies |
Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
| Richard E. Cavanagh 1946 |
Co-Chair of the Board and Director (Since 2007) |
Director, The Guardian Life Insurance Company of America since 1998; Board Chair, Volunteers of America (a not-for-profit organization) from 2015 to 2018 (board member since 2009); Director, Arch Chemicals (chemical and allied products) from 1999 to 2011; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008 and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007 and Executive Dean from 1987 to 1995; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995 to 2007. | 73 RICs consisting of 98 Portfolios | None | ||||
| Karen P. Robards 1950 |
Co-Chair of the Board and Director (Since 2007) |
Principal of Robards & Company, LLC (consulting and private investing) since 1987; Co-founder and Director of the Cooke Center for Learning and Development (a not-for-profit organization) since 1987; Director of Enable Injections, LLC (medical devices) since 2019; Investment Banker at Morgan Stanley from 1976 to 1987. | 73 RICs consisting of 98 Portfolios | Greenhill & Co., Inc.; AtriCure, Inc. (medical devices) from 2000 until 2017 | ||||
| Michael J. Castellano 1946 |
Director (Since 2011) |
Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious (non-profit) from 2009 to June 2015 and from 2017 to September 2020; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) from 2015 to July 2020. | 73 RICs consisting of 98 Portfolios | None | ||||
| Cynthia L. Egan 1955 |
Director (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. | 73 RICs consisting of 98 Portfolios | Unum (insurance); The Hanover Insurance Group (Board Chair) (insurance); Huntsman Corporation (chemical products); Envestnet (investment platform) from 2013 until 2016 | ||||
| Frank J. Fabozzi(d) 1948 |
Director (Since 2007) |
Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) since 2011; Visiting Professor, Princeton University for the 2013 to 2014 academic year and Spring 2017 semester; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; Board Member, BlackRock Equity-Liquidity Funds from 2014 to 2016; affiliated professor Karlsruhe Institute of Technology from 2008 to 2011; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year. Adjunct Professor of Finance, Carnegie Mellon University in fall 2020 semester. | 75 RICs consisting of 100 Portfolios | None | ||||
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Director and Officer Information (continued)
| Independent Directors(a) (continued) | ||||||||
| Name Year of Birth(b) |
Position(s) Held (Length of Service)(c) |
Principal Occupation(s) During Past Five Years |
Number of BlackRock-Advised Registered Investment Companies |
Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
| R. Glenn Hubbard 1958 |
Director (Since 2007) |
Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988. | 73 RICs consisting of 98 Portfolios | ADP (data and information services) 2004-2020; Metropolitan Life Insurance Company (insurance); KKR Financial Corporation (finance) from 2004 until 2014 | ||||
| W. Carl Kester(d) 1951 |
Director (Since 2007) |
George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981. | 75 RICs consisting of 100 Portfolios | None | ||||
| Catherine A. Lynch(d) 1961 |
Director (Since 2016) |
Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999. | 75 RICs consisting of 100 Portfolios | None | ||||
| Interested Directors(a)(e) | ||||||||
| Name Year of Birth(b) |
Position(s) Held (Length of Service)(c) |
Principal Occupation(s) During Past Five Years |
Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen |
Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
| Robert Fairbairn 1965 |
Director (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. | 103 RICs consisting of 250 Portfolios | None | ||||
| John M. Perlowski(d) 1964 |
Director (Since 2015) President and Chief Executive Officer (Since 2010) |
Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 105 RICs consisting of 252 Portfolios | None | ||||
| (a) The address of each Director is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. | ||||||||
| (b) Each Independent Director 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 Fund’s by-laws or charter or statute, or until December 31 of the year in which he or she turns 75. Directors 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 Fund’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 Directors on a case-by-case basis, as appropriate. | ||||||||
| D I R E C T O R A N D O F F I C E R I N F O R M A T I O N |
95 |
Director and Officer Information (continued)
| (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 Directors first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; W. Carl Kester, 1995; and Karen P. Robards, 1998. | ||||||||
| (d) Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund. | ||||||||
| (e) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Fund 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. | ||||||||
| Officers Who Are Not Directors(a) | ||||
| Name Year of Birth(b) |
Position(s) Held (Length of Service) |
Principal Occupation(s) During Past Five Years | ||
|
Jonathan Diorio 1980 |
Vice President |
Managing Director of BlackRock, Inc. since 2015; Director of BlackRock, Inc. from 2011 to 2015. | ||
|
Trent Walker 1974 |
Chief Financial Officer |
Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds. | ||
|
Jay M. Fife 1970 |
Treasurer (Since 2007) |
Managing Director of BlackRock, Inc. since 2007. | ||
|
Charles Park 1967 |
Chief Compliance Officer |
Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012. | ||
|
Janey Ahn 1975 |
Secretary |
Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017. | ||
| (a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. (b) Officers of the Fund serve at the pleasure of the Board. | ||||
Neal J. Andrews retired as the Chief Financial Officer effective December 31, 2020, and Trent Walker was elected as the Chief Financial Officer effective January 1, 2021.
Effective June 10, 2021, Stayce D. Harris and J. Phillip Holloman were each appointed to serve as a Director of the Funds.
| 96 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Proxy Results
At a Joint Special Meeting of Shareholders of BlackRock MuniHoldings Fund, Inc. held on Tuesday, December 15, 2020, Fund shareholders were asked to vote on the following proposals:
Preferred Shareholders
Proposal 1(I). The holders of Variable Rate Muni Term Preferred Shares (“VMTP Shares” and the holders thereof, “VMTP Holders”) of BlackRock MuniHoldings Fund, Inc. (the “Acquiring Fund”) were asked to vote as a separate class on a proposal to approve an Agreement and Plan of Reorganization between BlackRock Municipal Income Investment Quality Trust and the Acquiring Fund (the “BAF Reorganization Agreement”) and the transactions contemplated therein, including amendments to the Articles Supplementary Establishing and Fixing the Rights and Preferences of Variable Rate Muni Term Preferred Shares of the Acquiring Fund (the “MHD Articles Supplementary”) in connection with the issuance of additional Acquiring Fund VMTP Shares.
With respect to the Proposal 1(I), the shares of the Fund were voted as follows:
|
|
||||||||||||||
| Fund Name | For | Against | Abstain | |||||||||||
|
|
||||||||||||||
| MHD |
837 | — | — | |||||||||||
|
|
||||||||||||||
Proposal 1(J). The VMTP Holders of the Acquiring Fund were asked to vote as a separate class on a proposal to approve an Agreement and Plan of Reorganization between BlackRock Municipal Bond Trust and the Acquiring Fund (the “BBK Reorganization Agreement”) and the transactions contemplated therein, including amendments to the MHD Articles Supplementary in connection with the issuance of additional Acquiring Fund VMTP Shares.
With respect to Proposal 1(J), the shares of the Fund were voted as follows:
|
|
||||||||||||||
| Fund Name | For | Against | Abstain | |||||||||||
|
|
||||||||||||||
| MHD |
837 | — | — | |||||||||||
|
|
||||||||||||||
Proposal 1(K). The VMTP Holders of the Acquiring Fund were asked to vote as a separate class on a proposal to approve an Agreement and Plan of Reorganization between BlackRock MuniHoldings Fund II, Inc. and the Acquiring Fund (the “MUH Reorganization Agreement”) and the transactions contemplated therein, including amendments to the MHD Articles Supplementary in connection with the issuance of additional Acquiring Fund VMTP Shares.
With respect to Proposal 1(K), the shares of the Fund were voted as follows:
|
|
||||||||||||||
| Fund Name | For | Against | Abstain | |||||||||||
|
|
||||||||||||||
| MHD |
837 | — | — | |||||||||||
|
|
||||||||||||||
Proposal 1(L). The VMTP Holders of the Acquiring Fund were asked to vote as a separate class on a proposal to approve an Agreement and Plan of Reorganization between BlackRock MuniHoldings Quality Fund, Inc. and the Acquiring Fund (the “MUS Reorganization Agreement”) and the transactions contemplated therein, including amendments to the MHD Articles Supplementary in connection with the issuance of additional Acquiring Fund VMTP Shares.
With respect to Proposal 1(L), the shares of the Fund were voted as follows:
|
|
||||||||||||||
| Fund Name | For | Against | Abstain | |||||||||||
|
|
||||||||||||||
| MHD |
837 | — | — | |||||||||||
|
|
||||||||||||||
Common and Preferred Shareholders
Proposal 2(A). The common shareholders and holders of Variable Rate Muni Term Preferred Shares (“VMTP Shares” and the holders thereof, “VMTP Holders”) of BlackRock MuniHoldings Fund, Inc. (the “Acquiring Fund”) were asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with an Agreement and Plan of Reorganization between BlackRock Municipal Income Investment Quality Trust and the Acquiring Fund.
With respect to Proposal 2(A), the shares of the Fund were voted as follows:
|
|
||||||||||||||
| Fund Name | For | Against | Abstain | |||||||||||
|
|
||||||||||||||
| MHD |
6,072,410 | 361,998 | 205,800 | |||||||||||
|
|
||||||||||||||
Proposal 2(B). The common shareholders and VMTP Holders of the Acquiring Fund were asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with an Agreement and Plan of Reorganization between BlackRock Municipal Bond Trust and the Acquiring Fund.
With respect to Proposal 2(B), the shares of the Fund were voted as follows:
|
|
||||||||||||||
| Fund Name | For | Against | Abstain | |||||||||||
|
|
||||||||||||||
| MHD |
6,058,613 | 359,115 | 222,479 | |||||||||||
|
|
||||||||||||||
| A D D I T I O N A L I N F O R M A T I O N |
97 |
Additional Information (continued)
Proposal 2(C). The common shareholders and VMTP Holders of the Acquiring Fund were asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with an Agreement and Plan of Reorganization between BlackRock MuniHoldings Fund II, Inc. and the Acquiring Fund.
With respect to Proposal 2(C), the shares of the Fund were voted as follows:
|
|
||||||||||||||
| Fund Name | For | Against | Abstain | |||||||||||
|
|
||||||||||||||
| MHD |
6,057,489 | 360,241 | 222,479 | |||||||||||
|
|
||||||||||||||
Proposal 2(D). The common shareholders and VMTP Holders of the Acquiring Fund were being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with an Agreement and Plan of Reorganization between BlackRock MuniHoldings Quality Fund, Inc. and the Acquiring Fund.
With respect to Proposal 2(D), the shares of the Fund were voted as follows:
|
|
||||||||||||||
| Fund Name | For | Against | Abstain | |||||||||||
|
|
||||||||||||||
| MHD |
6,054,307 | 360,585 | 225,317 | |||||||||||
|
|
||||||||||||||
Fund Certification
The Funds 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 Funds filed with the SEC the certification of its chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act.
Regulation Regarding Derivatives
On October 28, 2020, the Securities and Exchange Commission (the “SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Funds will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treat derivatives as senior securities and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager.
Environmental, Social and Governance (“ESG”) Integration
Although a Fund does not seek to implement a specific ESG, impact or sustainability strategy unless otherwise disclosed, Fund management will consider ESG characteristics as part of the investment process for actively managed Funds. These considerations will vary depending on a Fund’s particular investment strategies and may include consideration of third-party research as well as consideration of proprietary BlackRock research across the ESG risks and opportunities regarding an issuer. Fund management will consider those ESG characteristics it deems relevant or additive when making investment decisions for a Fund. The ESG characteristics utilized in a Fund’s investment process are anticipated to evolve over time and one or more characteristics may not be relevant with respect to all issuers that are eligible for investment. ESG characteristics are not the sole considerations when making investment decisions for a Fund. Further, investors can differ in their views of what constitutes positive or negative ESG characteristics. As a result, a Fund may invest in issuers that do not reflect the beliefs and values with respect to ESG of any particular investor. ESG considerations may affect a Fund’s exposure to certain companies or industries and a Fund may forego certain investment opportunities. While Fund management views ESG considerations as having the potential to contribute to a Fund’s long-term performance, there is no guarantee that such results will be achieved.
Dividend Policy
Each Fund’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 Funds 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 Funds for any particular month may be more or less than the amount of net investment income earned by the Funds during such month. The Funds’ 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 Funds (other than MUA) do not make available copies of their Statements of Additional Information because the Funds’ (other than MUA’s) shares are not continuously offered, which means that the Statement of Additional Information of each Fund (other than MUA) has not been updated after completion of the respective Fund’s offerings and the information contained in each Fund’s (other than MUA’s) Statement of Additional Information may have become outdated.
MUA’s Statement of Additional Information includes additional information about its Board and is available, without charge upon request by calling (800)-882-0052.
The following information is a summary of certain changes since April 30, 2020. This information may not reflect all of the changes that have occurred since you purchased the relevant Fund.
Effective October 19, 2020, each of MUA, MUI and MVT has elected to be subject to the Maryland Control Share Acquisition Act (the “MCSAA”). In general, the MCSAA limits the ability of holders of “control shares” to vote those shares above various threshold levels that start at 10% unless the other stockholders of MUA, MUI and MVT, as applicable, reinstate those voting rights at a meeting of stockholders as provided in the MCSAA. “Control shares” are generally defined in the MCSAA as shares of stock that,
| 98 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Additional Information (continued)
General Information (continued)
if aggregated with all other shares of stock that are either (i) owned by a person or (ii) as to which that person is entitled to exercise or direct the exercise of voting power, except solely by virtue of a revocable proxy, would entitle that person to exercise voting power in electing directors above various thresholds of voting power starting at 10%. MUA’s, MUI’s and MVT’s Bylaws also provide that the provisions of the MCSAA shall not apply to the voting rights of the holders of any shares of preferred stock of MUA, MUI and MVT, but the MCSAA would apply to any common stock held by the same holder.
Except if noted otherwise herein, there were no changes to the Funds’ charters or by-laws that would delay or prevent a change of control of the Funds 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 Funds’ portfolios.
In accordance with Section 23(c) of the Investment Company Act of 1940, each Fund 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 Funds 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 Funds and does not, and is not intended to, incorporate BlackRock’s website in this report.
Electronic Delivery
Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports and, for MUA only, prospectuses, by enrolling in the electronic delivery program. Electronic copies of shareholder reports and, for MUA only, prospectuses, 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 Funds 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 Funds at (800) 882-0052.
Availability of Quarterly Schedule of Investments
The Funds file their complete schedule 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 Funds’ Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, each Fund 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 Funds use to determine how to vote proxies relating to portfolio securities and information about how the Funds voted proxies relating to securities held in the Funds’ 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 Fund Updates
BlackRock will update performance and certain other data for the Funds 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 Funds. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this report.
Shelf Offering Program
From time-to-time, MUA may seek to raise additional equity capital through an equity shelf program (a “Shelf Offering”). In a Shelf Offering, MUA may, subject to market conditions, raise additional equity capital by issuing new Common Shares from time to time in varying amounts at a net price at or above MUA’s net asset value (“NAV”) per Common Share (calculated within 48 hours of pricing). While any such Shelf Offering may allow MUA to pursue additional investment opportunities without the need to sell existing portfolio investments, it could also entail risks – including that the issuance of additional Common Shares may limit the extent to which the Common Shares are able to trade at a premium to NAV in the secondary market.
On August 27, 2020, MUA filed a final prospectus with the SEC in connection with its Shelf Offering. This report and the prospectus of MUA are not offers to sell MUA Common Shares or solicitations of an offer to buy MUA Common Shares in any jurisdiction where such offers or sales are not permitted. The prospectus of MUA contains important
| A D D I T I O N A L I N F O R M A T I O N |
99 |
Additional Information (continued)
information about the Fund, including its investment objective, risks, charges and expenses. Investors are urged to read the prospectus of MUA carefully and in its entirety before investing. Copies of the final prospectus for MUA can be obtained from BlackRock at blackrock.com.
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.
Fund and Service Providers
| (a) | For MHD, MUI and MVT. |
| 100 | 2 0 2 1 B L A C K R O C K A N N U A L R E P O R T T O S H A R E H O L D E R S |
Glossary of Terms Used in this Report
| Portfolio Abbreviation | ||
| AGC | Assured Guaranty Corp. | |
| AGM | Assured Guaranty Municipal Corp. | |
| AGM-CR | AGM Insured Custodial Receipt | |
| AMT | Alternative Minimum Tax | |
| ARB | Airport Revenue Bonds | |
| BAB | Build America Bond | |
| BAM | Build America Mutual Assurance Co. | |
| CAB | Capital Appreciation Bonds | |
| COP | Certificates of Participation | |
| FHA | Federal Housing Administration | |
| FHLMC | Federal Home Loan Mortgage Corp. | |
| FNMA | Federal National Mortgage Association | |
| GNMA | Government National Mortgage Association | |
| GO | General Obligation Bonds | |
| GTD | GTD Guaranteed | |
| INS | Insured | |
| M/F | Multi-Family | |
| NPFGC | National Public Finance Guarantee Corp. | |
| PSF | Permanent School Fund | |
| PSF-GTD | Permanent School Fund Guaranteed | |
| RB | Revenue Bond | |
| S/F | Single-Family | |
| SAB | Special Assessment Bonds | |
| SAW | State Aid Withholding | |
| SONYMA | State of New York Mortgage Agency | |
| ST | Special Tax | |
| 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 |
101 |
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 Funds have leveraged their Common Shares, which creates risks for Common Shareholders, including the likelihood of greater volatility of net asset value and market price of the Common Shares, and the risk that fluctuations in short-term interest rates may reduce the Common Shares’ yield. Statements and other information herein are as dated and are subject to change.
CEMUNI7-04/21-AR
|
|
|
(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: |
Michael Castellano
Frank J. Fabozzi
Catherine A. Lynch
Karen P. Robards
The registrant’s board of directors has determined that Karen P. Robards qualifies as an audit committee financial expert pursuant to Item 3(c)(4) of Form N-CSR.
Ms. Robards has a thorough understanding of generally accepted accounting principles, financial statements and internal control over financial reporting as well as audit committee functions. Ms. Robards has been President of Robards & Company, a financial advisory firm, since 1987. Ms. Robards was formerly an investment banker for more than 10 years where she was responsible for evaluating and assessing the performance of companies based on their financial results. Ms. Robards has over 30 years of experience analyzing financial statements. She also is a member of the audit committee of one publicly held company and a non-profit organization.
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
| Item 4 – | Principal Accountant Fees and Services |
The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:
2
| (a) Audit Fees | (b) Audit-Related Fees1 | (c) Tax Fees2 | (d) All Other Fees | |||||||||||||
| Entity Name | Current Fiscal Year End |
Previous Fiscal Year End |
Current Fiscal Year End |
Previous Fiscal Year End |
Current Fiscal Year End |
Previous Fiscal Year End |
Current Fiscal Year End |
Previous Fiscal Year End | ||||||||
|
BlackRock MuniHoldings Fund, Inc. |
$35,653 | $36,720 | $0 | $0 | $13,000 | $13,000 | $0 | $0 | ||||||||
The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (the “Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Affiliated Service Providers”):
| Current Fiscal Year End | Previous Fiscal Year End | |||
|
(b) Audit-Related Fees1 |
$0 | $0 | ||
|
(c) Tax Fees2 |
$0 | $0 | ||
|
(d) All Other Fees3 |
$2,032,000 | $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 | Non-audit fees of $2,032,000 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
3
subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.
(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not Applicable
(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:
| Entity Name | Current Fiscal Year End | Previous Fiscal Year End | ||
|
BlackRock MuniHoldings Fund, Inc. |
$13,000 | $13,000 |
Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored or advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:
| Current Fiscal Year End | Previous Fiscal Year End | |
| $2,032,000 | $1,984,000 |
These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser, and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
| Item 5 – | Audit Committee of Listed Registrant |
(a) The following individuals are members of the registrant’s separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)):
Michael Castellano
Frank J. Fabozzi
Catherine A. Lynch
Karen P. Robards
4
(b) Not Applicable
| Item 6 – | Investments |
(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
| Item 7 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – The board of directors has delegated the voting of proxies for the Fund’s portfolio securities to the Investment Adviser pursuant to the Investment Adviser’s proxy voting guidelines. Under these guidelines, the Investment Adviser will vote proxies related to Fund securities in the best interests of the Fund and its stockholders. From time to time, a vote may present a conflict between the interests of the Fund’s stockholders, on the one hand, and those of the Investment Adviser, or any affiliated person of the Fund or the Investment Adviser, on the other. In such event, provided that the Investment Adviser’s Equity Investment Policy Oversight Committee, or a sub-committee thereof (the “Oversight Committee”) is aware of the real or potential conflict or material non-routine matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Investment Adviser’s clients. If the Investment Adviser determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Investment Adviser’s Portfolio Management Group and/or the Investment Adviser’s Legal and Compliance Department and concluding that the vote cast is in its client’s best interest notwithstanding the conflict. A copy of the Fund’s Proxy Voting Policy and Procedures are attached as Exhibit 99.PROXYPOL, a copy of the Fund’s Global Corporate Governance & Engagement Principles are attached as Exhibit 99.GLOBAL.CORP.GOV and a copy of the Fund’s Corporate Governance and Proxy Voting Guidelines for U.S. Securities are attached as Exhibit 99.US.CORP.GOV. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, (i) at www.blackrock.com and (ii) on the SEC’s website at http://www.sec.gov. |
| Item 8 – | Portfolio Managers of Closed-End Management Investment Companies |
(a)(1) As of the date of filing this Report:
The registrant is managed by a team of investment professionals comprised of Theodore R. Jaeckel, Jr., CFA, Managing Director at BlackRock, and Walter O’Connor, Managing Director at BlackRock. Each is a member of BlackRock’s municipal tax-exempt management group. Each is jointly responsible for the day-to-day management of the registrant’s portfolio, which includes setting the registrant’s overall investment strategy, overseeing the management of the registrant and the selection of its investments. Messrs. Jaeckel and O’Connor have both been members of the registrant’s portfolio management team since 2006.
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| Portfolio Manager | Biography | |
| Theodore R. Jaeckel, Jr. |
Managing Director of BlackRock since 2006; Managing Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 2005 to 2006; Director of MLIM from 1997 to 2005. | |
| Walter O’Connor |
Managing Director of BlackRock since 2006; Managing Director of MLIM from 2003 to 2006; Director of MLIM from 1998 to 2003. |
(a)(2) As of April 30, 2021:
|
(ii) Number of Other Accounts Managed and Assets by Account Type |
(iii) Number of Other Accounts and Assets for Which Advisory Fee is Performance-Based | |||||||||||
|
(i) Name of Portfolio Manager |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | ||||||
|
Theodore R. Jaeckel, Jr. |
25 | 0 | 0 | 0 | 0 | 0 | ||||||
| $26.49 Billion | $0 | $0 | $0 | $0 | $0 | |||||||
|
Walter O’Connor |
22 | 0 | 0 | 0 | 0 | 0 | ||||||
| $31.85 Billion | $0 | $0 | $0 | $0 | $0 | |||||||
(iv) Potential Material Conflicts of Interest
BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, Inc., its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, Inc. or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock, Inc.’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock, Inc. or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that a portfolio manager may be managing certain hedge fund and/or long only accounts, or may be part of a team managing certain hedge fund and/or long only accounts, subject to incentive fees. Such portfolio managers may therefore be entitled to receive a portion of any incentive fees earned on such accounts. Currently, the portfolio managers of this fund are not entitled to receive a portion of incentive fees of other accounts.
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As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock, Inc. has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.
(a)(3) As of April 30, 2021:
Portfolio Manager Compensation Overview
The discussion below describes the portfolio managers’ compensation as of April 30, 2021.
BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.
Base Compensation. Generally, portfolio managers receive base compensation based on their position with the firm.
Discretionary Incentive Compensation
Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Fund and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to these portfolio managers, such benchmarks for the Fund and other accounts are: a combination of market-based indices (e.g., Standard & Poor’s Municipal Bond Index), certain customized indices and certain fund industry peer groups.
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Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.
Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.
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 ($290,000 for 2021). 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.
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(a)(4) Beneficial Ownership of Securities – As of April 30, 2021:
| Portfolio Manager | Dollar Range of Equity Securities of the Fund Beneficially Owned | |
| Theodore R. Jaeckel, Jr. | None | |
| Walter O’Connor | None |
(b) Not Applicable
| Item 9 – | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable due to no such purchases during the period covered by this report. |
| Item 10 – | Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures. |
| Item 11 – | Controls and Procedures |
(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| Item 12 – | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies –Not Applicable |
| Item 13 – | Exhibits attached hereto |
(a)(1) Code of Ethics – See Item 2
(a)(2) Section 302 Certifications are attached
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) – Section 906 Certifications are attached
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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 MuniHoldings Fund, Inc.
| By: | /s/ John M. Perlowski | |||
| John M. Perlowski | ||||
| Chief Executive Officer (principal executive officer) of | ||||
| BlackRock MuniHoldings Fund, Inc. |
Date: July 6, 2021
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 MuniHoldings Fund, Inc. |
Date: July 6, 2021
| By: | /s/ Trent Walker | |||
| Trent Walker | ||||
| Chief Financial Officer (principal financial officer) of | ||||
| BlackRock MuniHoldings Fund, Inc. |
Date: July 6, 2021
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