REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors/Trustees of BlackRock MuniHoldings New York Quality Fund, Inc. and BlackRock Virginia Municipal Bond Trust:
In planning and performing our audits of the financial statements of BlackRock MuniHoldings New York Quality Fund, Inc. and BlackRock Virginia Municipal Bond Trust (the “Funds”) as of and for the period ended July 31, 2022, 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 the 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, 2022.
This report is intended solely for the information and use of management and the Board of Directors/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 23, 2022
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
(THE “FUND”)
SERIES W-7
VARIABLE RATE DEMAND PREFERRED SHARES (“VRDP SHARES”)
CUSIP No. 092481308*
Amendment to Notice of Special Rate Period
June 22, 2022
BlackRock Virginia Municipal Bond Trust
100 Bellevue Parkway
Wilmington, Delaware 19809
To: Addressees listed on Schedule 1 hereto
In accordance with the Fund’s Statement of Preferences of VRDP Shares, dated June 13, 2012 (the “Statement”), the Fund hereby notifies the Liquidity Provider, the Remarketing Agent and the Holders of the VRDP Shares of certain amendments to the Notice of Special Rate Period, dated June 23, 2020 (the “Notice of Special Rate Period”).
Notwithstanding the Request for Extension of Special Rate Period, dated March 25, 2022, the last day of the Special Rate Period shall be June 21, 2023, or such later date as the Special Rate Period may be extended pursuant to the terms of the Notice of Special Rate Period.
As of June 22, 2022, the definition of “Ratings Spread” in the Notice of Special Rate Period is hereby deleted in its entirety and replaced with the following:
“Ratings Spread” means, with respect to an SRP Calculation Period, the percentage per annum set forth below opposite the highest applicable credit rating assigned to the VRDP Shares, unless the lowest applicable rating is below A3/A-, in which case the Ratings Spread shall mean the percentage per annum set forth below opposite the lowest applicable credit rating assigned to the VRDP Shares by Moody’s, Fitch or any Other Rating Agency, in each case rating the VRDP Shares at the request of the Fund, on the SRP Calculation Date for such SRP Calculation Period:
|
Moody’s/Fitch |
Percentage |
|
Aa3/AA- to Aa1/AA+ |
0.90% |
|
A3/A- to A1/A+ |
1.60% |
|
Baa3/BBB- to Baa1/BBB+ |
2.35% |
|
Non-investment grade or Unrated |
3.35% |
* NOTE: Neither the Fund nor the Tender and Paying Agent shall be responsible for the selection or use of the CUSIP Numbers selected, nor is any representation made as to its correctness indicated in any notice or as printed on any VRDP Share certificate. It is included solely as a convenience to Holders of VRDP Shares.
* The applicable spread is determined by the higher of the two credit ratings assigned to the VRDP Shares by Moody’s and Fitch, unless the VRDP Shares are rated at or below A3/A-, in which case the applicable spread will be based on the lower of the two credit ratings assigned to the VRDP Shares by Moody’s and Fitch.
Capitalized terms used but not defined in this Amendment to Notice of Special Rate Period shall have the meanings given to such terms in the Statement and the Notice of Special Rate Period.
[Signature Page Follows]
2
IN WITNESS WHEREOF, I have signed this Amendment to the Notice of Special Rate Period as of the date first written above.
BlackRock VIRGINIA MUNICIPAL BOND TRUST
By: /s/ Jonathan Diorio __________________
Name: Jonathan Diorio
Title: Vice President
[Signature Page – BHV Amendment to Notice of Special Rate Period]
Schedule 1
Recipients of this Notice of Special Rate Period
The Toronto-Dominion Bank, acting through its New York Branch
31 West 52nd Street
New York, New York 10019
Attention: Rick Fogliano, Head of Municipal Products
Telephone: (212) 827-7172
Fax: (212) 827-7173
Email: fundreporting@tdsecurities.com, muniops@tdsecurities.com and TDSFinance- NewYork@tdsecurities.com
TD Securities (USA) LLC 31 West 52nd Street,
New York, New York 10019
Attention: Rick Fogliano, Head of Municipal Products
Telephone: (212) 827-7172
Fax: (212) 827-7173
Email: fundreporting@tdsecurities.com, muniops@tdsecurities.com and TDSFinance- NewYork@tdsecurities.com
The Depository Trust Company
LensNotice@dtcc.com