0001752724-20-205672.txt : 20201013 0001752724-20-205672.hdr.sgml : 20201013 20201013170706 ACCESSION NUMBER: 0001752724-20-205672 CONFORMED SUBMISSION TYPE: N-CEN PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20200731 FILED AS OF DATE: 20201013 DATE AS OF CHANGE: 20201013 EFFECTIVENESS DATE: 20201013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST CENTRAL INDEX KEY: 0001137391 IRS NUMBER: 510409109 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CEN SEC ACT: 1940 Act SEC FILE NUMBER: 811-10331 FILM NUMBER: 201237264 BUSINESS ADDRESS: STREET 1: 100 BELLEVUE PARKWAY STREET 2: MUTUAL FUND DEPARTMENT CITY: WILMINGTON STATE: DE ZIP: 19809 BUSINESS PHONE: 888-825-2257 MAIL ADDRESS: STREET 1: 100 BELLEVUE PARKWAY STREET 2: MUTUAL FUND DEPARTMENT CITY: WILMINGTON STATE: DE ZIP: 19809 N-CEN 1 primary_doc.xml X0303 N-CEN LIVE 0001137391 XXXXXXXX 811-10331 false false false N-2 BlackRock California Municipal Income Trust 811-10331 0001137391 LE6236HQD6DXEGUHE217 100 Bellevue Parkway Wilmington 19809 US-DE US 800-441-7762 BlackRock Investments, LLC 40 East 52nd St New York 10022 609-282-3046 Records related to its functions as distributor BlackRock Advisors, LLC 100 Bellevue Parkway Wilmington 19809 302-797-2000 Records related to its functions as advisor and administrator Computershare Trust Company, National Association 250 Royall Street Canton 02021 781-575-2000 Records related to its functions as transfer agent State Street Bank and Trust Company 1 Lincoln Street Boston 02111 617-786-3000 Records related to its functions as custodian, sub-administrator and accounting agent N N N-2 Y Cynthia L. Egan 000000000 N Frank J. Fabozzi 000000000 N Catherine A. Lynch 000000000 N R. Glenn Hubbard 000000000 N W. Carl Kester 000000000 N Michael J. Castellano 000000000 N Robert Fairbairn 004992372 Y Karen P. Robards 000000000 N Richard E. Cavanagh 000000000 N John M. Perlowski 000000000 Y Charles Park 000000000 55 East 52nd Street New York 10055 XXXXXX N N N N N BlackRock Investments, LLC 8-48436 000038642 54930061FBHCKXL2G714 Y N Deloitte & Touche LLP 34 00000000000000000000 N N N N N N BlackRock California Municipal Income Trust LE6236HQD6DXEGUHE217 N 0 0 0 N/A N N Y N BlackRock Investment Management, LLC 5493006MRTEZZ4S4CQ20 Y N Revenue sharing split Cash collateral reinvestment fee Other Rebates paid to borrowers N/A N/A Rule 32a-4 (17 CFR 270.32a-4) Rule 22d-1 (17 CFR 270.22d-1) Rule 12d1-1 (17 CFR 270.12d1-1) Y Y N N BlackRock Advisors, LLC 801-47710 000106614 5493001LN9MRM6A35J74 N Computershare Trust Company, National Association 85-11340 2549001YYB62BVMSAO13 N N N Refinitiv US Holdings Inc. 549300NF240HXJO7N016 N IHS Markit Ltd. 549300HLPTRASHS0E726 GB N Bloomberg L.P. 549300B56MD0ZC402L06 N ICE Data Services, Inc. 13-3668779 Tax ID N N Bofa Securities, Inc. 549300HN4UKV1E2R3U73 N Y Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) Barclays Capital Inc. AC28XWWI3WIBK2824319 N Y Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) Morgan Stanley & Co. LLC 9R7GPTSO7KV3UQJZQ078 N Y Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) State Street Bank and Trust Company 571474TGEMMWANRLN572 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) Goldman Sachs & Co. LLC FOR8UP27PHTHYVLBNG30 N Y Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) Credit Suisse Securities (USA) LLC 1V8Y6QCX6YMJ2OELII46 N Y Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) N N BlackRock Advisors, LLC 5493001LN9MRM6A35J74 Y N State Street Bank and Trust Company 571474TGEMMWANRLN572 N Y N BlackRock Investments, LLC 8-48436 000038642 54930061FBHCKXL2G714 0.00000000 BlackRock Execution Services 8-48719 000039438 549300HFCRQ0NT5KY652 0.00000000 0.00000000 Morgan Stanley & Co. LLC 8-15869 000008209 9R7GPTSO7KV3UQJZQ078 180341571.85000000 Pershing LLC 8-17574 000007560 ZI8Q1A8EI8LQFJNM0D94 40654116.75000000 UBS Securities LLC 8-22651 000007654 T6FIZBDPKLYJKFCRVK44 16877273.00000000 Citigroup Global Markets Inc. 8-8177 000007059 MBNUM2BPBDO7JBLYG310 82972212.50000000 Jefferies LLC 8-15074 000002347 58PU97L1C0WSRCWADL48 20662619.00000000 Barclays Capital Inc. 8-41342 000019714 AC28XWWI3WIBK2824319 28504289.75000000 Bofa Securities, Inc. 8-69787 000283942 549300HN4UKV1E2R3U73 20585090.55000000 National Financial Services LLC 8-26740 000013041 549300JRHF1MHHWUAW04 71409527.65000000 BlackRock Liquidity Funds - BlackRock Liquidity California Money Fund N/A 000000000 549300E5GIHTAGOVRB65 357008451.83000000 J.P. Morgan Securities LLC 8-35008 000000079 ZBUT11V806EZRVTWT807 77636044.00000000 955158137.28000000 N 488977401.46153846 Preferred stock Variable Rate Muni Term Preferred Shares Common stock BlackRock California Municipal Income Trust N N N N N N 0.58000000 2.17000000 13.79000000 15.86000000 true true MATERIAL AMENDMENTS 2 NCEN_1511126205282728.htm bfz-g1biapril2020.htm - Generated by SEC Publisher for SEC Filing

BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST

AMENDMENT TO
STATEMENT OF PREFERENCES OF

VARIABLE RATE MUNI TERM PREFERRED SHARES (“VMTP SHARES”) DATED MARCH 21, 2012

(THE “STATEMENT OF PREFERENCES”)

     The undersigned officer of BlackRock California Municipal Income Trust (the “Trust”), a Delaware statutory trust, hereby certifies as follows:

     1. The Board of Trustees of the Trust (with the consent of the Holders (as defined in the Statement of Preferences) of the VMTP Shares required under Section 5 of the Statement of Preferences) has adopted resolutions to amend the Statement of Preferences as follows: (a). The Statement of Preferences of the Trust is hereby amended by deleting subsection (e) of the definition of “Increased Rate Event” in its entirety and replacing it with the following definition as of April 3, 2020: (e) failure by the Trust on the last day of an applicable Effective Leverage Ratio Cure Period to have an Effective Leverage Ratio of not greater than 45%, except that for the period from and including April 3, 2020 and through and including June 1, 2020, failure by the Trust on the last day of an applicable Effective Leverage Ratio Cure Period to have an Effective Leverage Ratio of not greater than 50%. This Increased Rate Event shall be considered cured on the date the Trust next has an Effective Leverage Ratio of not greater than 45% or 50%, as applicable; (b). The Statement of Preferences of the Trust is hereby amended by deleting Section 6(b) in its entirety and replacing it with the following as of April 3, 2020: Effective Leverage Ratio. The Trust shall maintain an Effective Leverage Ratio of not greater than 45% (other than solely by reason of fluctuations in the market value of its portfolio securities), except that for the period from and including April 3, 2020 and through and including June 1, 2020, the Trust shall maintain an Effective Leverage Ratio of not greater than 50% (other than solely by reason of fluctuations in the market value of its portfolio securities). In the event that the Trust’s Effective Leverage Ratio exceeds 45% or 50%, as applicable (whether by reason of fluctuations in the market value of its portfolio securities or otherwise), the Trust shall cause the Effective Leverage Ratio to be 45% or lower or 50% or lower, as applicable, within ten (10) Business Days (“Effective Leverage Ratio Cure Period”).

2 . Except as amended hereby, the Statement of Preferences remains in full force and
effect.    
 
3 . An original copy of this amendment shall be lodged with the records of the Trust

 

and filed in such places as the Trustees deem appropriate.


 

[Signature Page Follows]


 

     IN WITNESS WHEREOF, BlackRock California Municipal Income Trust has caused these presents to be signed as of April 2, 2020 in its name and on its behalf by its Vice President and attested by its Secretary. Said officers of the Trust have executed this amendment as officers and not individually, and the obligations and rights set forth in this amendment are not binding upon any such officers, or the trustees or shareholders of the Trust, individually, but are binding only upon the assets and property of the Trust.

BLACKROCK CALIFORNIA
MUNICIPAL INCOME TRUST

By: /s/ Jonathan Diorio
Name: Jonathan Diorio
Title: Vice President

ATTEST:
/s/ Janey Ahn

 

Name: Title:

Janey Ahn Secretary

 

[Signature Page – BFZ Amendment to Statement of Preferences]

INTERNAL CONTROL RPT 3 NCEN_897913766978006.txt REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of BlackRock California Municipal Income Trust, BlackRock Municipal 2030 Target Term Trust, BlackRock Municipal Income Investment Trust, and BlackRock New York Municipal Income Trust: In planning and performing our audits of the financial statements of BlackRock California Municipal Income Trust, BlackRock Municipal 2030 Target Term Trust, BlackRock Municipal Income Investment Trust, and BlackRock New York Municipal Income Trust (the "Funds"), as of and for the year ended July 31, 2020, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Funds' internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on financial statements and to comply with the requirements of Form N-CEN, 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. The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. Our consideration of the Funds' internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Funds' internal control over financial reporting and its operation, including controls for safeguarding securities that we consider to be a material weakness, as defined above, as of July 31, 2020. This report is intended solely for the information and use of management and Board of Trustees of the Funds and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/Deloitte & Touche LLP Boston, Massachusetts September 22, 2020 MATERIAL AMENDMENTS 4 NCEN_2007524367985133.htm bfz-g1biq42019.htm - Generated by SEC Publisher for SEC Filing

BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST

AMENDMENT TO
STATEMENT OF PREFERENCES OF

VARIABLE RATE MUNI TERM PREFERRED SHARES (“VMTP SHARES”) DATED MARCH 21, 2012

(THE “STATEMENT OF PREFERENCES”)

     The undersigned officer of BlackRock California Municipal Income Trust (the “Trust”), a Delaware statutory trust, hereby certifies as follows:

     1. The Board of Trustees of the Trust (with the consent of the Total Holders (as defined in the Statement of Preferences) of the VMTP Shares required under Section 5 of the Statement of Preferences) has adopted resolutions to amend the Statement of Preferences as follows: (a). The Statement of Preferences of the Trust is hereby amended by deleting the definition of “Ratings Spread” in the Statement of Preferences in its entirety and replacing it with the following definition as of September 30, 2019: “Ratings Spread” means, with respect to any Rate Period for any Series of VMTP

Shares, the percentage per annum set forth opposite the highest applicable credit rating assigned to such Series, unless the lowest applicable credit rating is at or below A1/A+, in which case it shall mean the percentage per annum set forth opposite the lowest applicable credit rating assigned to such Series, by either Moody’s (if Moody’s is then rating the VMTP Shares at the request of the Trust), Fitch (if Fitch is then rating the VMTP Shares at the request of the Trust) or Other Rating Agency (if Other Rating Agency is then rating the VMTP Shares at the request of the Trust) in the table below on the Rate Determination Date for such Rate Period:

Moody’s/Fitch* Percentage  
Aa2/AA to Aaa/AAA 0.75 %
Aa3/AA- 0.95 %
A3/A- to A1/A+ 1.60 %
Baa3/BBB- to Baa1/BBB+ 2.35 %
Non-investment grade or NR 3.35 %

 

* And/or the equivalent ratings of an Other Rating Agency then rating the VMTP Shares at the request of the Trust.

     (b). The Statement of Preferences of the Trust is hereby amended by deleting the definition of “Redemption Premium” in its entirety as of September 30, 2019.

     (c). The Statement of Preferences of the Trust is hereby amended by deleting the definition of “Redemption Price” in its entirety and replacing it with the following definition as of September 30, 2019:


 

Redemption Price” means the sum of (i) the Liquidation Preference and (ii) accumulated but unpaid dividends thereon (whether or not declared) to, but not including, the date fixed for redemption.

(d). The Statement of Preferences of the Trust is hereby amended by deleting Section

5(c) in its entirety and replacing it with the following as of September 30, 2019: Notwithstanding Sections 5(a) and 5(b) of this Statement of Preferences, except as may be otherwise expressly provided by Sections 5(f), 5(g) or 5(h) of this Statement of Preferences or as otherwise required by Applicable Law, the provisions of this Statement of Preferences set forth under (x) the caption “Designation” (but only with respect to any VMTP Shares already issued and Outstanding), (y) Sections 1(a) (but only with respect to any VMTP Shares already issued and Outstanding), 2(a), 2(b), 2(c), 2(d), 2(e)(i), 2(e)(ii), 2(k), 3(b), 8, 10(a)(i), 10(b)(i), 10(h), 11(a), 11(b) or 11(c) of this Statement of Preferences and (z) the definitions “Additional Amount”, “Applicable Base Rate”, “Applicable Rate”, “Dividend Payment Date”, “Dividend Period”, “Effective Leverage Ratio”, “Failure to Deposit”, “Gross-up Payment”, “Liquidation Preference”, “Maximum Rate”, “Outstanding”, “Rate Determination Date”, “Ratings Spread”, “Redemption Price”, “Subsequent Rate Period” or “Term Redemption Date” (i) (A) may be amended so as to adversely affect the amount, timing, priority or taxability of any dividend, redemption or other payment or distribution due to the Holders or (B) may amend the definition of “Effective Leverage Ratio” or the calculation thereof, in each case, only upon the affirmative vote or written consent of (1) a majority of the Board of Trustees and (2) the Total Holders and (ii) may be otherwise amended upon the affirmative vote or written consent of (1) a majority of the Board of Trustees and (2) the holders of 66 2/3% of the Outstanding VMTP Shares.

     (e). The Statement of Preferences of the Trust is hereby amended by deleting Section 10(a)(iii) in its entirety and replacing it with the following as of September 30, 2019: The Trust may not on any date send a Notice of Redemption pursuant to paragraph (c) of this Section 10 in respect of a redemption contemplated to be effected pursuant to this paragraph (a) unless on such date (A) the Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable Redemption Date and having a Market Value not less than the amount due to Holders of VMTP Shares by reason of the redemption of such VMTP Shares on such Redemption Date and (B) the Discounted Value of Moody’s Eligible Assets (if Moody’s is then rating the VMTP

Shares at the request of the Trust), the Discounted Value of Fitch Eligible Assets (if Fitch is then rating the VMTP Shares at the request of the Trust) and the Discounted Value of Other Rating Agency Eligible Assets (if any Other Rating Agency is then rating the VMTP Shares at the request of the Trust) each at least equals the Basic Maintenance Amount, and would at least equal the Basic Maintenance Amount immediately subsequent to such redemption if such redemption were to occur on such date. For purposes of determining in clause (B) of the preceding sentence whether the Discounted Value of Moody’s Eligible Assets at least equals the Basic Maintenance Amount, the Moody’s Discount Factors applicable to Moody’s Eligible Assets shall be determined by reference to the first Exposure Period (as defined in the Moody’s Guidelines) longer than


 

the Exposure Period then applicable to the Trust, as described in the definition of Moody’s Discount Factor herein.

2 . Except as amended hereby, the Statement of Preferences remains in full force and
effect.    
 
3 . An original copy of this amendment shall be lodged with the records of the Trust

 

and filed in such places as the Trustees deem appropriate.

[Signature Page Follows]


 

     IN WITNESS WHEREOF, BlackRock California Municipal Income Trust has caused these presents to be signed as of September 26, 2019 in its name and on its behalf by its Vice President and attested by its Secretary. Said officers of the Trust have executed this amendment as officers and not individually, and the obligations and rights set forth in this amendment are not binding upon any such officers, or the trustees or shareholders of the Trust, individually, but are binding only upon the assets and property of the Trust.

BLACKROCK CALIFORNIA
MUNICIPAL INCOME TRUST

By: /s/ Jonathan Diorio
Name: Jonathan Diorio
Title: Vice President

ATTEST:
/s/ Janey Ahn

 

Name: Title:

Janey Ahn Secretary