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: 811-21348

 

Name of Fund:   BlackRock Municipal Income Fund, Inc. (MUI)

 

Fund Address:   100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Municipal Income Fund, Inc., 50 Hudson Yards, New York, NY 10001

Registrant’s telephone number, including area code: (800) 882-0052, Option 4

Date of fiscal year end: 07/31/2023

Date of reporting period: 07/31/2023


Item 1 – Report to Stockholders

(a) The Report to Shareholders is attached herewith.


 

LOGO

  JULY 31, 2023

 

   2023 Annual Report

 

BlackRock Long-Term Municipal Advantage Trust (BTA)

BlackRock MuniAssets Fund, Inc. (MUA)

BlackRock Municipal Income Fund, Inc. (MUI)

BlackRock MuniYield Fund, Inc. (MYD)

BlackRock MuniYield Quality Fund, Inc. (MQY)

 

 

 
Not FDIC Insured • May Lose Value • No Bank Guarantee

 


The Markets in Review

Dear Shareholder,

Despite an uncertain economic landscape during the 12-month reporting period ended July 31, 2023, the resilience of the U.S. economy in the face of ever tighter financial conditions provided an encouraging backdrop for investors. While inflation was near multi-decade highs at the beginning of the period, it declined precipitously as commodity prices dropped. Labor shortages also moderated, although wages continued to grow and unemployment rates reached the lowest levels in decades. This robust labor market powered further growth in consumer spending, backstopping the economy.

Equity returns were solid, as the durability of consumer sentiment eased investors’ concerns about the economy’s trajectory. The U.S. economy resumed growth in the third quarter of 2022 and continued to expand thereafter. Most major classes of equities advanced, including large- and small-capitalization U.S. stocks and equities from developed and emerging markets.

The 10-year U.S. Treasury yield rose during the reporting period, driving its price down, as investors reacted to elevated inflation and attempted to anticipate future interest rate changes. The corporate bond market also faced inflationary headwinds, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.

The U.S. Federal Reserve (the “Fed”), acknowledging that inflation has been more persistent than expected, raised interest rates seven times during the 12-month period ended July 31, 2023. Furthermore, the Fed wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity. However, the Fed declined to raise interest rates at its June 2023 meeting, the first time it paused its tightening in the current cycle, before again raising rates in July 2023.

Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has decelerated the pace of interest rate hikes and recently opted for a pause, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period to keep inflation under control. Furthermore, ongoing structural changes may mean that the Fed will be hesitant to cut interest rates in the event of faltering economic activity lest inflation accelerate again. We believe investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt.

While we favor an overweight position to developed market equities in the long term, we prefer an underweight stance in the near-term. Expectations for corporate earnings remain elevated, which seems inconsistent with macroeconomic constraints. Nevertheless, we are overweight on emerging market stocks in the near-term as growth trends for emerging markets appear brighter. We also believe that stocks with an A.I. tilt should benefit from an investment cycle that is set to support revenues and margins. We are neutral on credit overall amid tightening credit and financial conditions; however, there are selective opportunities in the near term. For fixed income investing with a six- to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. inflation-linked bonds, U.S. mortgage-backed securities, and hard-currency emerging market bonds.

Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

 

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

 

Total Returns as of July 31, 2023
     
     6-Month     12-Month 
   

U.S. large cap equities
(S&P 500® Index)

  13.52%   13.02%
   

U.S. small cap equities
(Russell 2000® Index)

  4.51   7.91
   

International equities
(MSCI Europe, Australasia, Far East Index)

  6.65   16.79 
   

Emerging market equities
(MSCI Emerging Markets Index)

  3.26   8.35
   

3-month Treasury bills
(ICE BofA 3-Month U.S. Treasury Bill Index)

  2.34   3.96
   

U.S. Treasury securities
(ICE BofA 10-Year U.S. Treasury Index)

  (2.08)   (7.56)
   

U.S. investment grade bonds
(Bloomberg U.S. Aggregate Bond Index)

  (1.02)   (3.37)
   

Tax-exempt municipal bonds
(Bloomberg Municipal Bond Index)

  0.20   0.93
   

U.S. high yield bonds
(Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)

  2.92   4.42
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.
 

 

 

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T H I S  P A G E  I S  N O T  P A R TO F  Y O U R  F U N D  R E P O R T


Table of Contents

 

     Page  

 

 

The Markets in Review

     2  

Annual Report:

  

Municipal Market Overview

     4  

The Benefits and Risks of Leveraging

     5  

Derivative Financial Instruments

     5  

Fund Summary

     6  

Financial Statements:

  

Schedules of Investments

     21  

Statements of Assets and Liabilities

     68  

Statements of Operations

     70  

Statements of Changes in Net Assets

     72  

Statements of Cash Flows

     75  

Financial Highlights

     78  

Notes to Financial Statements

     86  

Report of Independent Registered Public Accounting Firm

     99  

Important Tax Information

     100  

Disclosure of Investment Advisory Agreements

     101  

Investment Objectives, Policies and Risks

     105  

Shareholder Update

     115  

Automatic Dividend Reinvestment Plan

     117  

Director and Officer Information

     118  

Additional Information

     121  

Glossary of Terms Used in this Report

     124  

 

 

  3


Municipal Market Overview For the Reporting Period Ended July 31, 2023

 

Municipal Market Conditions

Municipal bonds posted positive total returns amid heightened volatility. Interest rates rose rapidly early in the period as the Fed continued its historic hiking cycle but became increasingly rangebound later in the reporting period as economic activity slowed, inflation expectations moderated, and the Fed tempered the magnitude and pace of its policy tightening. Strong credit fundamentals, bolstered by robust post-pandemic revenue growth and elevated fund balances, drove strong positive excess returns versus comparable U.S. Treasuries. Lower-rated investment grade credits and the 15-year part of the yield curve performed best.

 

During the 12-month period ended July 31, 2023, municipal bond funds experienced net outflows totaling $52 billion (based on data from the Investment Company Institute), transitioning from the largest outflow cycle on record in 2022 to mixed in 2023. At the same time, the market contended with just $324 billion in issuance, well below the $422 billion issued during the prior 12-months. However, elevated bid-wanted activity filled some of the gap as investors raised cash to meet redemptions, portfolio leverage was repositioned, and the Federal Deposit Insurance Corporation (“FDIC”) liquidated collapsed bank assets.

 

 

 

 Bloomberg Municipal Bond Index(a)

  Total Returns as of July 31, 2023

   6 months: 0.20%

   12 months: 0.93%

   

A Closer Look at Yields

 

AAA Municipal Yield Curves

LOGO

Source: Thomson Municipal Market Data.

   

From July 31, 2022, to July 31, 2023, yields on AAA-rated 30-year municipal bonds increased by 62 basis points (“bps”) from 2.89% to 3.51%, ten-year yields increased by 36 bps from 2.21% to 2.57%, five-year yields increased by 86 bps from 1.80% to 2.66%, and two-year yields increased by 140 bps from 1.60% to 3.00% (as measured by Refinitiv Municipal Market Data). As a result, the municipal yield curve flattened over the 12-month period with the spread between two- and 30-year maturities flattening by 78 bps to a slope of 51 bps. Still, the curve remained relatively steep compared to the deeply inverted

U.S. Treasury curve.

 

Outperformance throughout the period prompted historically rich valuations across the curve. Municipal-to-Treasury ratios tightened well through their 5-year averages led by short and intermediate maturities.

Financial Conditions of Municipal Issuers

Buoyed by successive federal aid injections, vaccine distribution, and the re-opening of the economy, states and many local governments experienced revenue growth above forecasts in 2021 and 2022. However, revenue collections through April 2023, particularly personal income tax receipts, have softened or declined in many states, such as California and New York. A slowing economy could cause more widespread declines in overall revenue collections. While the inflation rate has slowed, higher wages and interest rates in the post-Covid recovery will pressure state and local government costs. Nevertheless, overall credit fundamentals remain solid, particularly near-record reserve levels. Other sectors also exhibit strong credit fundamentals. Municipal utilities typically benefit from autonomous rate-setting that allows them to adjust for rising fuel costs. Rising commodity prices over a prolonged period could test affordability and the political will to raise rates to balance operations. State housing authority bonds, flagship universities, and strong national and regional health systems may also be pressured but are better poised to absorb the impact of the economic shock. Critical providers (safety net hospitals, mass transit systems, airports) with limited resources may still experience fiscal strain from the economic fallout from high inflation, but aid and demand in the service sector of the economy will continue to support operating results through 2023. Work-from-home policies remain headwinds for mass transit farebox revenue and commercial real estate values.

The opinions expressed are those of BlackRock as of July 31, 2023 and are subject to change at any time due to changes in market or economic conditions. The comments should not be construed as a recommendation of any individual holdings or market sectors. Investing involves risk including loss of principal. Bond values fluctuate in price so the value of your investment can go down depending on market conditions. Fixed income risks include interest-rate and credit risk. Typically, when interest rates rise, there is a corresponding decline in bond values. Credit risk refers to the possibility that the bond issuer will not be able to make principal and interest payments. There may be less information on the financial condition of municipal issuers than for public corporations. The market for municipal bonds may be less liquid than for taxable bonds. Some investors may be subject to Alternative Minimum Tax (“AMT”). Capital gains distributions, if any, are taxable.

 

(a) 

The Bloomberg Municipal Bond Index, a broad, market value-weighted index, seeks to measure the performance of the U.S. municipal bond market. All bonds in the index are exempt from U.S. federal income taxes or subject to the AMT. Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. It is not possible to invest directly in an index.

 

 

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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. In such circumstance, the investment adviser may nevertheless determine to maintain a Fund’s leverage if it deems such action to be appropriate. 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 Demand Preferred Shares (“VRDP Shares” or “Preferred Shares”) and/or leveraged its assets through the use of tender option bond trusts (“TOB Trusts”) as described in the Notes to Financial Statements.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), each Fund is permitted to borrow money (including through the use of TOB Trusts) or issue debt securities up to 33 1/3% of its total managed assets or equity securities (e.g., Preferred Shares) up to 50% of its total managed assets. A 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.

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. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Funds must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The 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.

 

 

T H E  B E N E F I T SA N D  R I S K SO F  L E V E R A G I N G  /  D E R I V A T I V E  F I N A N C I A L  I N S T R U M E N T S

    5  


Fund Summary as of July 31, 2023    BlackRock Long-Term Municipal Advantage Trust (BTA)

 

Investment Objective

BlackRock Long-Term Municipal Advantage Trust’s (BTA) (the “Fund”) investment objective is to provide current income exempt from regular U.S. federal income tax. The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in municipal obligations and derivative instruments with exposure to such municipal obligations, in each case that are expected to pay interest or income that is exempt from U.S. federal income tax (except that the interest may be subject to the U.S. federal alternative minimum tax). The Fund invests, under normal market conditions, primarily in long-term municipal bonds with a maturity of more than ten years at the time of investment and, under normal market conditions, the Fund’s municipal bond portfolio will have a dollar-weighted average maturity of greater than 10 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

  BTA

Initial Offering Date

   February 28, 2006 

Yield on Closing Market Price as of July 31, 2023 ($9.71)(a)

  5.38%

Tax Equivalent Yield(b)

  9.09%

Current Monthly Distribution per Common Share(c)

  $0.043500

Current Annualized Distribution per Common Share(c)

  $0.522000

Leverage as of July 31, 2023(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. A portion of the distribution may be deemed a return of capital or net realized gain.

 
  (d) 

Represents VRDP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VRDP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments.

 

Market Price and Net Asset Value Per Share Summary

 

     07/31/23      07/31/22      Change     High      Low   

Closing Market Price

  $ 9.71      $ 12.10        (19.75 )%    $ 12.30      $ 8.71   

Net Asset Value

    10.36        11.17        (7.25     11.31        9.25   

GROWTH OF $10,000 INVESTMENT

 

LOGO

 

  (a) 

Represents the Fund’s closing market price on the NYSE and reflects the reinvestment of dividends and/or distributions at actual reinvestment prices.

 
  (b) 

An unmanaged index that tracks the U.S. long term tax-exempt bond market, including state and local general obligation bonds, revenue bonds, pre-refunded bonds, and insured bonds.

 

 

 

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Fund Summary as of July 31, 2023 (continued)    BlackRock Long-Term Municipal Advantage Trust (BTA)

 

Performance

Returns for the period ended July 31, 2023 were as follows:

 

    Average Annual Total Returns  
 

 

 

 
     1 Year     5 Years     10 Years  

Fund at NAV(a)(b)

    (1.84 )%      1.65     4.86

Fund at Market Price(a)(b)

    (15.07     2.28       4.84  

Customized Reference Benchmark(c)

    0.61       2.24       N/A  

Bloomberg Municipal Bond Index

    0.93       1.87       2.81  

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Fund’s use of leverage, if any.

 
  (b) 

The Fund moved from a premium to NAV to a discount during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c) 

The Customized Reference Benchmark is comprised of the Bloomberg Municipal Bond Index Total Return Index Value Unhedged (75%) and the Bloomberg Municipal Bond: High Yield (non-Investment Grade) Total Return Index (25%). The Customized Reference Benchmark commenced on September 30, 2016.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not an indication of future results.

The Fund is presenting the performance of one or more indices for informational purposes only. The Fund is actively managed and does not seek to track or replicate the performance of any index. The index performance shown is not intended to be indicative of the Fund’s investment strategies, portfolio components or past or future performance.

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:

Municipal bonds posted slightly positive returns in the annual period. Bond market performance, in general, was dampened by the combination of high inflation and continued interest rate increases by the Fed. However, the contribution from income outweighed the impact of falling prices.

The Fund’s use of U.S. Treasury futures to manage interest rate risk was a key contributor to performance early in the reporting period, when the Fed was aggressively raising rates to combat inflation. The investment adviser closed out this position before the end of the period given that yields had already risen significantly.

On a sector basis, tobacco, transportation, and tax-backed state and tax-backed local issues were the leading contributors. With respect to credit tiers, A rated and non-rated bonds made the largest contributions, followed by those rated AA and BBB. Holdings in bonds with maturities of 20 years and above also contributed. Positions in lower-coupon securities helped results, as well. On the negative side, the Fund was hurt by a few individual positions that posted negative returns due to credit concerns or their structures.

The Fund’s cash and cash equivalent weighting was above typical levels at the close of the period, which represented a defensive positioning. The Fund’s duration was longer than that of the benchmark.

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

  7


Fund Summary as of July 31, 2023 (continued)    BlackRock Long-Term Municipal Advantage Trust (BTA)

 

Overview of the Fund’s Total Investments

 

SECTOR ALLOCATION

   
Sector(a)(b)  

Percentage of

Total Investments

 

Health

    14.4

Transportation

    14.4  

Corporate

    14.4  

County/City/Special District/School District

    14.2  

Education

    12.5  

State

    10.8  

Tobacco

    7.4  

Utilities

    6.8  

Housing

    5.1  

CALL/MATURITY SCHEDULE

   
Calendar Year Ended December 31,(a)(c)   Percentage  

2023

    8.1

2024

    6.5  

2025

    3.4  

2026

    10.0  

2027

    11.2  

CREDIT QUALITY ALLOCATION

   
Credit Rating(a)(d)  

Percentage of

Total Investments

 

AAA/Aaa

    3.2

AA/Aa

    17.0  

A

    25.5  

BBB/Baa

    11.0  

BB/Ba

    9.6  

B

    3.0  

N/R(e)

    30.7  
 

 

(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 July 31, 2023, the market value of unrated securities deemed by the investment adviser to be investment grade represents 1.2% of the Fund’s total investments.

 

 

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Fund Summary as of July 31, 2023     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 July 31, 2023 ($10.24)(a)

    4.75% 

Tax Equivalent Yield(b)

  8.02%

Current Monthly Distribution per Common Share(c)

  $0.040500

Current Annualized Distribution per Common Share(c)

  $0.486000

Leverage as of July 31, 2023(d)

  30%

 

  (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 VRDP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VRDP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments.

 

Market Price and Net Asset Value Per Share Summary

 

     07/31/23      07/31/22      Change     High      Low   

Closing Market Price

  $ 10.24      $ 12.55        (18.41 )%    $  13.18      $ 9.54   

Net Asset Value

    11.28        12.53        (9.98     12.66        10.54   

GROWTH OF $10,000 INVESTMENT

 

LOGO

 

  (a) 

Represents the Fund’s closing market price on the NYSE and reflects the reinvestment of dividends and/or distributions at actual reinvestment prices.

 
  (b) 

An index designed to measure the performance of U.S. dollar-denominated high-yield municipal bonds issued by U.S. states, the District of Columbia, U.S. territories and local governments or agencies.

 

 

 

F U N D  S U M M A R Y

  9


Fund Summary as of July 31, 2023 (continued)    BlackRock MuniAssets Fund, Inc. (MUA)

 

Performance

Returns for the period ended July 31, 2023 were as follows:

 

    Average Annual Total Returns  
 

 

 

 
     1 Year     5 Years     10 Years  

Fund at NAV(a)(b)

    (3.85 )%      0.61     3.81

Fund at Market Price(a)(b)

    (12.86     (0.08     3.64  

High Yield Customized Reference Benchmark(c)

    0.39       2.60       N/A  

Bloomberg Municipal High Yield Bond Index

    (0.20     2.85       4.46  

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Fund’s use of leverage, if any.

 
  (b) 

The Fund moved from a premium to NAV to a discount during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c)

The High Yield Customized Reference Benchmark is comprised of the Bloomberg Municipal Bond Rated Baa Index (20%), the Bloomberg Municipal Bond: High Yield (non-Investment Grade) Total Return Index (60%) and the Bloomberg Municipal Investment Grade ex BBB Index (20%). The High Yield Customized Reference Benchmark commenced on September 30, 2016.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not an indication of future results.

The Fund is presenting the performance of one or more indices for informational purposes only. The Fund is actively managed and does not seek to track or replicate the performance of any index. The index performance shown is not intended to be indicative of the Fund’s investment strategies, portfolio components or past or future performance.

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:

Municipal bonds posted slightly positive returns in the annual period. Bond market performance, in general, was dampened by the combination of high inflation and continued interest rate increases by the Fed. However, the contribution from income outweighed the impact of falling prices.

The Fund’s use of U.S. Treasury futures to manage interest rate risk was a key contributor to performance early in the reporting period, when the Fed was aggressively raising rates to combat inflation. The investment adviser closed out this position before the end of the period given that yields had already risen significantly.

On a sector basis, tobacco, other industries, tax-backed local, education and transportation issues were the largest contributors. Positions in bonds with maturities of 20 years and above also contributed.

Generally speaking, the Fund’s holdings in high yield issues contributed more than its holdings in investment-grade debt. With that said, its position in the bonds of Puerto Rico Electric Power Authority was a notable detractor. In late June 2023, the bankruptcy court issued a ruling that bondholders can claim a lower-than-expected percentage of the outstanding debt’s value. Bondholders intend to appeal the ruling.

The Fund’s cash and cash equivalents weighting was above typical levels at the close of the period, which represented a defensive positioning.

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.

 

 

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Fund Summary as of July 31, 2023 (continued)    BlackRock MuniAssets Fund, Inc. (MUA)

 

Overview of the Fund’s Total Investments

 

SECTOR ALLOCATION

 

   
Sector(a)(b)  

Percentage of

Total Investments

 

State

    20.5

Education

    14.7  

Corporate

    12.8  

Transportation

    11.7  

County/City/Special District/School District

    11.2  

Health

    10.5  

Tobacco

    7.7  

Housing

    7.0  

Utilities

    3.9  

CALL/MATURITY SCHEDULE

 

   
Calendar Year Ended December 31,(a)(c)   Percentage  

2023

    14.9

2024

    6.6  

2025

    2.6  

2026

    7.9  

2027

    7.0  

CREDIT QUALITY ALLOCATION

 

   
Credit Rating(a)(d)  

Percentage of

Total Investments

 

AAA/Aaa

    0.3

AA/Aa

    11.5  

A

    14.4  

BBB/Baa

    7.8  

BB/Ba

    11.5  

B

    3.6  

CCC/Caa

    0.3  

N/R(e)

    50.6  
 

 

(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 July 31, 2023, the market value of unrated securities deemed by the investment adviser to be investment grade represents less than 1.0% of the Fund’s total investments.

 

 

F U N D  S U M M A R Y

  11


Fund Summary as of July 31, 2023    BlackRock Municipal Income Fund, Inc. (MUI)

 

Investment Objective

BlackRock Municipal Income 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 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 July 31, 2023 ($ 11.47)(a)

  3.56%

Tax Equivalent Yield(b)

  6.01%

Current Monthly Distribution per Common Share(c)

  $0.034000

Current Annualized Distribution per Common Share(c)

  $0.408000

Leverage as of July 31, 2023(d)

  40%

 

  (a) 

Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance is not an indication of future results.

 
  (b) 

Tax equivalent yield assumes the maximum marginal U.S. federal 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 VRDP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VRDP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments.

 

Market Price and Net Asset Value Per Share Summary

 

     07/31/23      07/31/22      Change     High      Low   

Closing Market Price

  $ 11.47      $ 12.44        (7.80 )%    $  12.80      $  10.37   

Net Asset Value

    13.23        13.64        (3.01     13.74        11.69   

GROWTH OF $10,000 INVESTMENT

 

LOGO

 

  (a) 

Represents the Fund’s closing market price on the NYSE and reflects the reinvestment of dividends and/or distributions at actual reinvestment prices.

 
  (b) 

An unmanaged index that tracks the U.S. long term tax-exempt bond market, including state and local general obligation bonds, revenue bonds, pre-refunded bonds, and insured bonds.

 

 

 

12  

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Fund Summary as of July 31, 2023 (continued)    BlackRock Municipal Income Fund, Inc. (MUI)

 

Performance

Returns for the period ended July 31, 2023 were as follows:

 

    Average Annual Total Returns  
 

 

 

 
      1 Year      5 Years      10 Years  

Fund at NAV(a)(b)

    1.05     1.60     3.85

Fund at Market Price(a)(b)

    (3.95     1.55       3.06  

National Customized Reference Benchmark(c)

    0.82       1.98       N/A  

Bloomberg Municipal Bond Index

    0.93       1.87       2.81  

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Fund’s use of leverage, if any.

 
  (b) 

The Fund’s discount to NAV widened during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c) 

The National Customized Reference Benchmark is comprised of the Bloomberg Municipal Bond Index Total Return Index Value Unhedged (90%) and the Bloomberg Municipal Bond: High Yield (non-Investment Grade) Total Return Index (10%). The National Customized Reference Benchmark commenced on September 30, 2016.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not an indication of future results.

The Fund is presenting the performance of one or more indices for informational purposes only. The Fund is actively managed and does not seek to track or replicate the performance of any index. The index performance shown is not intended to be indicative of the Fund’s investment strategies, portfolio components or past or future performance.

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:

Municipal bonds posted slightly positive returns in the annual period. Bond market performance, in general, was dampened by the combination of high inflation and continued interest rate increases by the Fed. However, the contribution from income outweighed the impact of falling prices.

Portfolio income was a large contributor to the Fund’s total return at a time of negative price performance. The Fund’s use of U.S. Treasury futures to manage interest rate risk added value in the rising-rate environment, with most of the contribution occurring in the first half of the period. (Prices and yields move in opposite directions.) Positions in bonds with 15- to 25-year maturities contributed, as well. With respect to credit tiers, A and BBB rated bonds were the largest contributors. Transportation and tax-backed were the best performing sectors.

On the negative side, positions in low-coupon bonds—particularly in the housing sector—detracted. Holdings in bonds with maturities of 25 years and longer also detracted, as did the Fund’s allocation to high yield bonds.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

 

F U N D  S U M M A R Y

  13


Fund Summary as of July 31, 2023 (continued)    BlackRock Municipal Income Fund, Inc. (MUI)

 

Overview of the Fund’s Total Investments

 

SECTOR ALLOCATION

 

   
Sector(a)(b)  

Percentage of

Total Investments

 

Transportation

    32.4

State

    14.2  

Health

    12.2  

County/City/Special District/School District

    11.3  

Utilities

    9.1  

Corporate

    9.1  

Education

    6.3  

Tobacco

    3.2  

Housing

    2.2  

CALL/MATURITY SCHEDULE

 

   
Calendar Year Ended December 31,(a)(c)   Percentage  

2023

    7.2

2024

    6.4  

2025

    3.3  

2026

    6.7  

2027

    9.8  

CREDIT QUALITY ALLOCATION

 

   
Credit Rating(a)(d)  

Percentage of

Total Investments

 

AAA/Aaa

    7.5

AA/Aa

    40.1  

A

    34.7  

BBB/Baa

    6.5  

BB/Ba

    2.5  

B

    0.2  

N/R(e)

    8.5  
 

 

(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 July 31, 2023, the market value of unrated securities deemed by the investment adviser to be investment grade represents less than 1.0% of the Fund’s total investments.

 

 

14  

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Fund Summary as of July 31, 2023    BlackRock MuniYield Fund, Inc. (MYD)

 

Investment Objective

BlackRock MuniYield Fund, Inc.’s (MYD) (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 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

  MYD

Initial Offering Date

    November 29, 1991  

Yield on Closing Market Price as of July 31, 2023 ($ 10.50)(a)

  4.17%

Tax Equivalent Yield(b)

  7.04%

Current Monthly Distribution per Common Share(c)

  $0.036500

Current Annualized Distribution per Common Share(c)

  $0.438000

Leverage as of July 31, 2023(d)

  32%

 

  (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 VRDP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VRDP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments.

 

Market Price and Net Asset Value Per Share Summary

 

     07/31/23      07/31/22      Change     High      Low   

Closing Market Price

  $ 10.50      $ 11.72        (10.41 )%    $  11.92      $ 9.53   

Net Asset Value

    12.14        12.73        (4.63     12.83        10.70   

GROWTH OF $10,000 INVESTMENT

 

LOGO

 

  (a) 

Represents the Fund’s closing market price on the NYSE and reflects the reinvestment of dividends and/or distributions at actual reinvestment prices.

 
  (b) 

An unmanaged index that tracks the U.S. long term tax-exempt bond market, including state and local general obligation bonds, revenue bonds, pre-refunded bonds, and insured bonds.

 

 

 

F U N D  S U M M A R Y

  15


Fund Summary as of July 31, 2023 (continued)    BlackRock MuniYield Fund, Inc. (MYD)

 

Performance

Returns for the period ended July 31, 2023 were as follows:

 

    Average Annual Total Returns  
      1 Year      5 Years      10 Years  

Fund at NAV(a)(b)

    (0.08 )%      1.34     4.37

Fund at Market Price(a)(b)

    (6.13     (0.11     2.95  

National Customized Reference Benchmark(c)

    0.82       1.98       N/A  

Bloomberg Municipal Bond Index

    0.93       1.87       2.81  

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Fund’s use of leverage, if any.

 
  (b) 

The Fund’s discount to NAV widened during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c) 

The National Customized Reference Benchmark is comprised of the Bloomberg Municipal Bond Index Total Return Index Value Unhedged (90%) and the Bloomberg Municipal Bond: High Yield (non-Investment Grade) Total Return Index (10%). The National Customized Reference Benchmark commenced on September 30, 2016.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not an indication of future results.

The Fund is presenting the performance of one or more indices for informational purposes only. The Fund is actively managed and does not seek to track or replicate the performance of any index. The index performance shown is not intended to be indicative of the Fund’s investment strategies, portfolio components or past or future performance.

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:

Municipal bonds posted slightly positive returns in the annual period. Bond market performance, in general, was dampened by the combination of high inflation and continued interest rate increases by the Fed. However, the contribution from income outweighed the impact of falling prices.

The Fund’s use of U.S. Treasury futures to manage interest rate risk added value in the rising-rate environment. At the sector level, tax backed states, transportation, and corporate municipals made the largest contributions. Despite the volatility throughout the period, low new issuance led to tighter yield spreads for higher-quality securities. Strong fundamental trends in the transportation sectors, especially airports, also helped fuel positive performance. Bonds with maturities of 18 to 25 years were especially notable contributors in this area. Holdings in pre-paid gas securities, typically concentrated in the 5-10 year maturity range, further contributed positively given their shorter duration and wide yield spreads at the time of purchase.

On the negative side, long-dated securities with maturities of 25 years and above—particularly those with lower coupons—detracted from performance due to their higher interest rate sensitivity. Some shorter dated bonds, especially one- to five-year pre-refunded debt, underperformed modestly due to the increase in short term rates coupled with a decline in price to par as they neared maturity.

The healthcare and housing sectors, especially holdings in lower coupon bonds (those with 4% coupons or below) also detracted from returns. Within the housing sector, positions in high yield workforce housing securities were the largest detractors. The Fund’s use of leverage, which amplified the effect of falling prices, was another detractor of note.

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.

 

 

16  

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Fund Summary as of July 31, 2023 (continued)    BlackRock MuniYield Fund, Inc. (MYD)

 

Overview of the Fund’s Total Investments

 

SECTOR ALLOCATION

 

   
Sector(a)(b)  

Percentage of

Total Investments

 

Transportation

    20.5

State

    16.7  

Utilities

    13.4  

County/City/Special District/School District

    12.8  

Corporate

    12.7  

Health

    12.0  

Education

    5.2  

Tobacco

    4.3  

Housing

    2.4  

CALL/MATURITY SCHEDULE

 

   
Calendar Year Ended December 31,(a)(c)   Percentage  

2023

    7.6

2024

    8.6  

2025

    4.5  

2026

    2.5  

2027

    5.9  

CREDIT QUALITY ALLOCATION

 

   
Credit Rating(a)(d)  

Percentage of

Total Investments

 

AAA/Aaa

    2.6

AA/Aa

    40.7  

A

    35.2  

BBB/Baa

    8.2  

BB/Ba

    3.9  

B

    1.5  

N/R(e)

    7.9  
 

 

(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 July 31, 2023, the market value of unrated securities deemed by the investment adviser to be investment grade represents less than 1.0% of the Fund’s total investments.

 

 

F U N D  S U M M A R Y

  17


Fund Summary as of July 31, 2023    BlackRock MuniYield Quality Fund, Inc. (MQY)

 

Investment Objective

BlackRock MuniYield Quality Fund, Inc.’s (MQY) (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 in municipal bonds which are in the three highest quality rating categories (A or better), or which are deemed to be of comparable quality by the adviser, at the time of investment. The Fund invests primarily in long-term municipal bonds with maturities 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

  MQY

Initial Offering Date

    June 26, 1992  

Yield on Closing Market Price as of July 31, 2023 ($ 11.86)(a)

  4.40%

Tax Equivalent Yield(b)

  7.43%

Current Monthly Distribution per Common Share(c)

  $0.043500

Current Annualized Distribution per Common Share(c)

  $0.522000

Leverage as of July 31, 2023(d)

  35%

 

  (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 VRDP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VRDP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments.

 

Market Price and Net Asset Value Per Share Summary

 

     07/31/23      07/31/22      Change     High      Low   

Closing Market Price

  $ 11.86      $ 13.12        (9.60 )%    $  13.37      $  10.62   

Net Asset Value

    13.22        13.89        (4.82     14.02        11.79   

GROWTH OF $10,000 INVESTMENT

 

LOGO

 

  (a) 

Represents the Fund’s closing market price on the NYSE and reflects the reinvestment of dividends and/or distributions at actual reinvestment prices.

 
  (b) 

An unmanaged index that tracks the U.S. long term tax-exempt bond market, including state and local general obligation bonds, revenue bonds, pre-refunded bonds, and insured bonds.

 

 

 

18  

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Fund Summary as of July 31, 2023 (continued)    BlackRock MuniYield Quality Fund, Inc. (MQY)

 

Performance

Returns for the period ended July 31, 2023 were as follows:

 

    Average Annual Total Returns  
      1 Year      5 Years      10 Years  

Fund at NAV(a)(b)

    (0.11 )%      1.81     4.41

Fund at Market Price(a)(b)

    (5.12     1.72       3.84  

National Customized Reference Benchmark(c)

    0.82       1.98       N/A  

Bloomberg Municipal Bond Index

    0.93       1.87       2.81  

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Fund’s use of leverage, if any.

 
  (b) 

The Fund’s discount to NAV widened during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c) 

The National Customized Reference Benchmark is comprised of the Bloomberg Municipal Bond Index Total Return Index Value Unhedged (90%) and the Bloomberg Municipal Bond: High Yield (non-Investment Grade) Total Return Index (10%). The National Customized Reference Benchmark commenced on September 30, 2016.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not an indication of future results.

The Fund is presenting the performance of one or more indices for informational purposes only. The Fund is actively managed and does not seek to track or replicate the performance of any index. The index performance shown is not intended to be indicative of the Fund’s investment strategies, portfolio components or past or future performance.

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:

Municipal bonds posted slightly positive returns in the annual period. Bond market performance, in general, was dampened by the combination of high inflation and continued interest rate increases by the Fed. However, the contribution from income outweighed the impact of falling prices.

Portfolio income was a large contributor to the Fund’s total return at a time of negative price performance. The Fund’s use of U.S. Treasury futures to manage interest rate risk added value in the rising-rate environment, with most of the contribution occurring in the first half of the period. (Prices and yields move in opposite directions.) Positions in bonds with 15- to 25-year maturities contributed, as well. With respect to credit tiers, A and BBB rated bonds were the largest contributors. Transportation and tax-backed were the best performing sectors.

On the negative side, positions in low-coupon bonds—particularly in the housing sector—detracted. Holdings in bonds with maturities of 25 years and longer also detracted, as did the Fund’s allocation to high yield bonds.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

 

F U N D  S U M M A R Y

  19


Fund Summary as of July 31, 2023 (continued)    BlackRock MuniYield Quality Fund, Inc. (MQY)

 

Overview of the Fund’s Total Investments

 

SECTOR ALLOCATION

 

   
Sector(a)(b)  

Percentage of

Total Investments

 

Transportation

    29.1

County/City/Special District/School District

    18.7  

Health

    13.4  

State

    9.1  

Education

    8.3  

Corporate

    7.5  

Utilities

    7.1  

Housing

    4.4  

Tobacco

    2.4  

CALL/MATURITY SCHEDULE

 

   
Calendar Year Ended December 31,(a)(c)   Percentage  

2023

    5.3

2024

    8.5  

2025

    7.3  

2026

    9.0  

2027

    10.4  

CREDIT QUALITY ALLOCATION

 

   
Credit Rating(a)(d)  

Percentage of

Total Investments

 

AAA/Aaa

    5.1

AA/Aa

    39.6  

A

    35.3  

BBB/Baa

    8.1  

BB/Ba

    2.6  

B

    0.5  

N/R(e)

    8.8  
 

 

(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 July 31, 2023, the market value of unrated securities deemed by the investment adviser to be investment grade represents less than 1.0% of the Fund’s total investments.

 

 

20  

2 0 2 3   B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  

July 31, 2023

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Municipal Bonds

 

Alabama — 3.8%

 

County of Jefferson Alabama Sewer Revenue, Refunding RB, Series D, Sub Lien, 6.00%, 10/01/42

  $  1,655     $ 1,742,088  

Hoover Industrial Development Board, RB, AMT, 6.38%, 11/01/50(a)

    1,040       1,166,239  

Southeast Energy Authority A Cooperative District, RB(a)

   

Series A, 4.00%, 11/01/51

    1,300       1,280,522  

Series A-1, 5.50%, 01/01/53

    470       504,464  

Sumter County Industrial Development Authority, RB, AMT, 6.00%, 07/15/52(a)

    645       460,199  

Tuscaloosa County Industrial Development Authority, Refunding RB, Series A, 5.25%, 05/01/44(b)

    160       144,400  
   

 

 

 
      5,297,912  

Arizona — 4.5%

 

Arizona Industrial Development Authority, Refunding RB(b)

   

Series A, 5.13%, 07/01/37

    360       348,364  

Series A, 5.38%, 07/01/50

    925       858,333  

Series A, 5.50%, 07/01/52

    855       799,178  

Series G, 5.00%, 07/01/47

    135       120,614  

Industrial Development Authority of the City of Phoenix Arizona, RB, Series A, 5.00%, 07/01/46(b)

    1,255       1,156,567  

Industrial Development Authority of the City of Phoenix Arizona, Refunding RB, Series A, 5.00%, 07/01/35(b)

    125       122,561  

Industrial Development Authority of the County of Pima, Refunding RB(b)
4.00%, 06/15/51

    955       704,257  

5.00%, 07/01/56

    230       199,909  

Maricopa County Industrial Development Authority, RB, AMT, 4.00%, 10/15/47(b)

    935       803,935  

Maricopa County Industrial Development Authority, Refunding RB, Series A, 4.13%, 09/01/38

    375       363,457  

Salt Verde Financial Corp., RB, 5.00%, 12/01/37

    725       748,576  
   

 

 

 
      6,225,751  

Arkansas(b) — 3.0%

   

Arkansas Development Finance Authority, RB

   

Series A, AMT, 4.50%, 09/01/49

    825       748,481  

Series A, AMT, 4.75%, 09/01/49

    3,570        3,401,592  
   

 

 

 
      4,150,073  

California — 9.7%

   

California County Tobacco Securitization Agency, Refunding RB, Series A, 5.00%, 06/01/47

    140       134,253  

California Enterprise Development Authority, RB, 8.00%, 11/15/62(b)

    205       200,795  

California Municipal Finance Authority, RB, S/F Housing
Series A, 5.25%, 08/15/39

    70       70,244  

Series A, 5.25%, 08/15/49

    175       175,427  

California State Public Works Board, RB, Series I, 5.00%, 11/01/38

    355       357,120  

City of Los Angeles Department of Airports, ARB AMT, 5.25%, 05/15/47

    1,100       1,191,501  

Series B, AMT, 5.00%, 05/15/46

     2,700       2,741,593  

CMFA Special Finance Agency VIII, RB, M/F Housing, Series A-1, 3.00%, 08/01/56(b)

    460       299,573  

CSCDA Community Improvement Authority, RB, M/F Housing(b)
4.00%, 12/01/56

    665       471,694  

Series A, 3.00%, 09/01/56

    725       481,415  
Security  

Par

(000)

    Value  

California (continued)

   

CSCDA Community Improvement Authority, RB, M/F Housing(b) (continued)

   

Series B, 4.00%, 07/01/58

  $ 200     $ 141,356  

Mezzanine Lien, 4.00%, 03/01/57

    330       236,165  

Series B, Mezzanine Lien, 4.00%, 12/01/59

    835       543,764  

Series A, Senior Lien, 4.00%, 12/01/58

    1,000       770,000  

Series B, Sub Lien, 4.00%, 12/01/59

    285       195,818  

Golden State Tobacco Securitization Corp., Refunding RB, CAB, Series B-2, Subordinate, 0.00%, 06/01/66(c)

    425       45,588  

Hastings Campus Housing Finance Authority, RB, CAB, Sub-Series A, 6.75%, 07/01/35(b)(d)

    830       289,678  

Indio Finance Authority, Refunding RB, Series A, (BAM), 4.50%, 11/01/52

    595       610,185  

Regents of the University of California Medical Center Pooled Revenue, RB, Series P, 4.00%, 05/15/53

    935       880,669  

Sacramento Area Flood Control Agency, Refunding SAB, 5.00%, 10/01/47

    500       520,360  

San Francisco City & County Redevelopment Agency Successor Agency, TA, CAB, Series D, 0.00%, 08/01/31(b)(c)

     1,265       863,560  

San Marcos Unified School District, GO, CAB, Series B, Election 2010, 0.00%, 08/01/38(c)

    3,725       2,108,138  

Stockton Public Financing Authority, RB, Series A, 6.25%, 10/01/23(e)

    165       165,815  
   

 

 

 
       13,494,711  
Colorado — 4.6%  

Centerra Metropolitan District No. 1, TA, 5.00%, 12/01/47(b)

    275       249,804  

City & County of Denver Colorado Airport System Revenue, Refunding ARB

   

Series A, AMT, 4.13%, 11/15/53

    320       295,344  

Series A, AMT, 5.50%, 11/15/53

    340       368,421  

Series D, AMT, 5.75%, 11/15/45

    790       890,369  

Colorado Health Facilities Authority, RB 5.25%, 11/01/39

    145       156,885  

5.50%, 11/01/47

    90       96,331  

5.25%, 11/01/52

    220       233,526  

Series A, 5.00%, 05/15/35

    140       125,366  

Series A, 5.00%, 05/15/44

    180       143,030  

Series A, 5.00%, 05/15/49

    290       220,747  

Constitution Heights Metropolitan District, Refunding GO, 5.00%, 12/01/49

    500       442,141  

Denver Convention Center Hotel Authority, Refunding RB, 5.00%, 12/01/40

    1,550       1,561,585  

Fitzsimons Village Metropolitan District No. 3, Refunding GO, Series A-1, 4.00%, 12/01/31

    500       447,397  

Loretto Heights Community Authority, RB, 4.88%, 12/01/51

    500       388,425  

Pueblo Urban Renewal Authority, TA, 4.75%, 12/01/45(b)

    510       343,210  

Waters’ Edge Metropolitan District No. 2, GO, 5.00%, 12/01/51

    500       416,110  
   

 

 

 
      6,378,691  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  21


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Connecticut(b) — 0.7%

   

Connecticut State Health & Educational Facilities Authority, RB, Series A, 5.00%, 01/01/45

  $ 160     $ 137,647  

Mohegan Tribe of Indians of Connecticut, Refunding RB, Series C, 6.25%, 02/01/30

    860       882,549  
   

 

 

 
      1,020,196  
Delaware — 0.3%            

Affordable Housing Opportunities Trust, RB, Series AH- 01, Class B, 6.88%, 05/01/39(b)(f)

    448       399,934  
   

 

 

 
District of Columbia — 1.1%  

District of Columbia, TA, 5.13%, 06/01/41

    750       750,935  

Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Series B, Subordinate, 4.00%, 10/01/49

    870       820,469  
   

 

 

 
       1,571,404  
Florida — 10.8%            

Avenir Community Development District, SAB, 5.63%, 05/01/54

    225       224,356  

Brevard County Health Facilities Authority, Refunding RB(b)

   

4.00%, 11/15/23

    100       99,618  

4.00%, 11/15/29

    100       94,760  

4.00%, 11/15/33

    625       576,379  

Buckhead Trails Community Development District, SAB, Series 2022, 5.75%, 05/01/52

    145       146,639  

Capital Region Community Development District, Refunding SAB

   

Series A-1, 5.13%, 05/01/39

    210       210,064  

Series A-2, 4.60%, 05/01/31

    510       510,047  

Capital Trust Agency, Inc., RB 5.00%, 01/01/55(b)

    1,290       995,676  

Series A, 5.75%, 06/01/54(b)

    450       380,301  

Series B, 0.00%, 01/01/60(c)

    3,000       182,919  

Capital Trust Agency, Inc., RB, CAB(b)(c) 0.00%, 07/01/61

     16,370       1,105,352  

Subordinate, 0.00%, 01/01/61

    5,765       364,965  

Charlotte County Industrial Development Authority, RB, AMT, 5.00%, 10/01/49(b)

    120       118,842  

City of Tampa Florida, RB, Series A, 5.00%, 11/15/46

    2,000       2,054,368  

County of Miami-Dade Seaport Department, Refunding RB, Series A, AMT, 5.25%, 10/01/52

    350       368,627  

County of Osceola Florida Transportation Revenue, Refunding RB, CAB(c)

   

Series A-2, 0.00%, 10/01/46

    775       225,582  

Series A-2, 0.00%, 10/01/47

    745       206,239  

Series A-2, 0.00%, 10/01/48

    525       136,829  

Series A-2, 0.00%, 10/01/49

    435       107,284  

Florida Development Finance Corp., RB(b)
5.25%, 06/01/55

    525       418,377  

5.00%, 06/15/56

    550       439,069  

6.50%, 06/30/57

    250       243,906  

Series B, 4.50%, 12/15/56

    705       509,007  

Series C, 5.75%, 12/15/56

    250       201,398  

Lakes of Sarasota Community Development District, SAB

   

Series A-1, 2.75%, 05/01/26

    100       96,704  

Series A-1, 3.90%, 05/01/41

    285       238,237  

Series B-1, 4.13%, 05/01/41

    200       167,236  

Series B-1, 4.30%, 05/01/51

    100       78,746  
Security  

Par

(000)

    Value  

Florida (continued)

   

Lakewood Ranch Stewardship District, SAB
4.25%, 05/01/26

  $ 75     $ 74,405  

5.13%, 05/01/46

    315       299,303  

Series 1B, 4.75%, 05/01/29

    270       270,704  

Series 1B, 5.30%, 05/01/39

    310       310,733  

Series 1B, 5.45%, 05/01/48

    550       540,561  

Poitras East Community Development District, SAB, 5.00%, 05/01/43

    245       236,213  

Sawyers Landing Community Development District, SAB, 4.25%, 05/01/53

    535       416,150  

Tolomato Community Development District, Refunding SAB, Series 2015-2, 6.61%, 11/01/24(d)

    310       286,260  

Tolomato Community Development District, SAB, Series 2015-3, 6.61%, 05/01/40(g)(h)

    340       54  

Trout Creek Community Development District, SAB
5.00%, 05/01/28

    160       160,436  

5.50%, 05/01/49

    570       551,620  

Village Community Development District No. 14, SAB
5.38%, 05/01/42

    415       431,098  

5.50%, 05/01/53

    310       319,116  

West Villages Improvement District, SAB
4.75%, 05/01/39

    220       207,835  

5.00%, 05/01/50

    450       413,258  
   

 

 

 
       15,019,273  
Georgia — 3.7%            

Atlanta Urban Redevelopment Agency, RB, 3.88%, 07/01/51(b)

    355       292,410  

East Point Business & Industrial Development Authority, RB, Series A, 5.25%, 06/15/62(b)

    110       98,542  

Gainesville & Hall County Hospital Authority, Refunding RB, Series A, (GTD), 5.50%, 02/15/25(e)

    240       248,156  

Main Street Natural Gas, Inc., RB(a)

   

Series A, 5.00%, 06/01/53

    1,230       1,277,049  

Series B, 5.00%, 12/01/52

    1,190       1,230,546  

Municipal Electric Authority of Georgia, RB 4.00%, 01/01/59

     1,640       1,488,625  

Series A, 5.00%, 07/01/52

    460       470,864  
   

 

 

 
      5,106,192  
Illinois — 9.7%            

Chicago Board of Education, GO

   

Series C, 5.25%, 12/01/35

    795       802,771  

Series D, 5.00%, 12/01/46

    1,035       1,014,748  

Series H, 5.00%, 12/01/36

    935       950,360  

Chicago Board of Education, Refunding GO

   

Series C, 5.00%, 12/01/25

    350       352,499  

Series C, 5.00%, 12/01/27

    415       424,155  

Series C, 5.00%, 12/01/34

    940       964,590  

Chicago O’Hare International Airport, ARB, Class A, AMT, Senior Lien, 5.50%, 01/01/55

    645       692,028  

Chicago Transit Authority Sales Tax Receipts Fund, Refunding RB, Series A, Senior Lien, 4.00%, 12/01/49

    640       573,405  

City of Chicago Illinois, Refunding GO, Series A, 6.00%, 01/01/38

    595       634,820  

Cook County Community College District No. 508, GO, 5.50%, 12/01/38

    350       351,384  

Illinois Finance Authority, Refunding RB

   

Series A, 4.00%, 07/15/47

    1,815       1,732,997  

Series C, 5.00%, 02/15/41

    1,500       1,564,035  
 

 

 

22  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Illinois (continued)

   

Illinois Housing Development Authority, RB, S/F Housing, Series G, (FHLMC, FNMA, GNMA), 6.25%, 10/01/52

  $ 865     $ 939,356  

Metropolitan Pier & Exposition Authority, RB

   

Series A, 5.50%, 06/15/53

    200       204,311  

Series A, 5.00%, 06/15/57

    555       563,437  

Metropolitan Pier & Exposition Authority, Refunding RB
4.00%, 06/15/50

    410       378,594  

Series B, 5.00%, 06/15/52

    225       227,156  

Metropolitan Pier & Exposition Authority, Refunding RB, CAB, Series B, 0.00%, 12/15/54(c)

    500       110,990  

State of Illinois, GO, 5.00%, 05/01/27

    500       503,158  

University of Illinois, RB, Series A, 5.00%, 04/01/44

    475       480,859  
   

 

 

 
       13,465,653  
Indiana — 1.8%            

City of Valparaiso Indiana, RB

   

AMT, 6.75%, 01/01/34

    365       368,209  

AMT, 7.00%, 01/01/44

    885       892,588  

City of Vincennes Indiana, Refunding RB, 6.25%, 01/01/29(b)(g)(h)

    810       669,951  

Indiana Finance Authority, RB, Series A, AMT, 6.75%, 05/01/39

    515       583,060  
   

 

 

 
      2,513,808  
Iowa — 0.1%            

Iowa Student Loan Liquidity Corp., Refunding RB, Series B, AMT, 3.00%, 12/01/39

    120       112,641  
   

 

 

 
Kentucky — 1.7%            

Kentucky Public Energy Authority, RB, Series C, 4.00%, 02/01/50(a)

     1,690       1,669,296  

Kentucky Public Transportation Infrastructure Authority, RB, CAB, Series C, Convertible, 6.75%, 07/01/43(d)

    565       660,873  
   

 

 

 
      2,330,169  
Louisiana — 1.0%            

Lafayette Parish School Board Sale Tax Revenue, RB
4.00%, 04/01/48

    130       127,432  

4.00%, 04/01/53

    85       82,809  

Louisiana Local Government Environmental Facilities & Community Development Authority, RB, 5.00%, 07/01/54(b)

    445       353,062  

Louisiana Public Facilities Authority, RB, Series A, 6.50%, 06/01/62(b)

    105       101,136  

Tobacco Settlement Financing Corp., Refunding RB, Series A, 5.25%, 05/15/35

    770       771,110  
   

 

 

 
      1,435,549  
Maine — 0.2%            

Finance Authority of Maine, RB, AMT, 8.00%, 12/01/51(b)

    380       242,817  
   

 

 

 
Maryland — 1.5%            

City of Baltimore Maryland, RB, 4.88%, 06/01/42

    120       115,225  

Maryland Economic Development Corp., RB, Class B, AMT, 5.25%, 06/30/47

    380       395,298  

Maryland Health & Higher Educational Facilities Authority, RB, Series A, 7.00%, 03/01/55(b)

    1,480       1,530,975  
   

 

 

 
      2,041,498  
Massachusetts — 2.3%            

Massachusetts Development Finance Agency, RB Series A, 6.50%, 11/15/23(b)(e)

    1,000       1,008,678  
Security  

Par

(000)

    Value  

Massachusetts (continued)

   

Massachusetts Development Finance Agency, RB (continued)

   

Series A, 5.00%, 01/01/47

  $ 860     $ 861,214  

Massachusetts Housing Finance Agency, Refunding RB

   

Series A, AMT, 4.45%, 12/01/42

    330       314,592  

Series A, AMT, 4.50%, 12/01/47

    1,090       1,056,439  
   

 

 

 
      3,240,923  
Michigan — 2.2%            

City of Detroit Michigan, GO
5.00%, 04/01/34

    140       143,609  

5.00%, 04/01/35

    140       143,318  

5.00%, 04/01/36

    95       97,019  

5.00%, 04/01/37

    155       157,929  

5.00%, 04/01/38

    70       71,150  

Michigan Finance Authority, RB, 4.00%, 02/15/50

     2,000       1,872,076  

Michigan Strategic Fund, RB

   

5.00%, 11/15/42

    165       146,899  

AMT, 5.00%, 12/31/43

    500       505,932  
   

 

 

 
       3,137,932  
Minnesota — 0.9%            

Duluth Economic Development Authority, Refunding RB,
Series A, 5.25%, 02/15/58

    655       667,191  

Minnesota Housing Finance Agency, RB, S/F Housing, Series N, (FHLMC, FNMA, GNMA), 6.00%, 01/01/53

    510       545,837  
   

 

 

 
      1,213,028  
Missouri — 1.0%            

Industrial Development Authority of the City of St. Louis Missouri, Refunding RB

   

Series A, 4.38%, 11/15/35

    330       259,897  

Series A, 4.75%, 11/15/47

    365       270,111  

Kansas City Industrial Development Authority, ARB, Class B, AMT, 5.00%, 03/01/54

    850       869,387  
   

 

 

 
      1,399,395  
New Hampshire — 1.0%            

New Hampshire Business Finance Authority, RB

   

Series A, 4.13%, 08/15/40

    260       225,168  

Series A, 4.25%, 08/15/46

    290       240,334  

Series A, 4.50%, 08/15/55

    600       496,895  

New Hampshire Business Finance Authority, Refunding RB(a)(b)

   

Series A, 3.63%, 07/01/43

    130       98,895  

Series B, AMT, 3.75%, 07/01/45

    375       289,909  
   

 

 

 
      1,351,201  
New Jersey — 11.5%            

Casino Reinvestment Development Authority, Inc., Refunding RB

   

5.25%, 11/01/39

    475       479,739  

5.25%, 11/01/44

    1,160       1,165,987  

New Jersey Economic Development Authority, ARB, AMT, 5.13%, 09/15/23

    385       384,713  

New Jersey Economic Development Authority, RB 5.00%, 12/15/28(e)

    70       78,099  

5.00%, 06/15/43

    125       131,398  

New Jersey Economic Development Authority, Refunding RB, Series BBB, 5.50%, 12/15/26(e)

    1,225       1,328,462  

New Jersey Economic Development Authority, Refunding SAB, 5.75%, 04/01/31

    785       750,449  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  23


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

New Jersey (continued)

 

New Jersey Higher Education Student Assistance Authority, RB, Series C, AMT, Subordinate, 4.25%, 12/01/50

  $  1,340     $ 1,225,969  

New Jersey Higher Education Student Assistance Authority, Refunding RB, Sub-Series C, AMT, 3.63%, 12/01/49

    645       522,209  

New Jersey Transportation Trust Fund Authority, RB

   

Series AA, 5.00%, 06/15/45

    585       591,678  

Series S, 5.25%, 06/15/43

    2,535       2,698,378  

New Jersey Turnpike Authority, RB, Series B, 5.00%, 01/01/46

    1,300       1,428,647  

Tobacco Settlement Financing Corp., Refunding RB

   

Series A, 5.00%, 06/01/35

    730       778,817  

Series A, 5.25%, 06/01/46

    1,700       1,772,816  

Sub-Series B, 5.00%, 06/01/46

     2,635       2,630,146  
   

 

 

 
       15,967,507  
New York — 13.8%            

City of New York, GO

   

Series A-1, 4.00%, 09/01/46

    390       381,290  

Series B, 5.25%, 10/01/39

    245       280,254  

Series B, 5.25%, 10/01/40

    190       216,749  

Erie Tobacco Asset Securitization Corp., Refunding RB, Series A, 5.00%, 06/01/45

    910       852,670  

Metropolitan Transportation Authority, RB

   

Series B, 5.25%, 11/15/38

    1,125       1,137,493  

Series B, 5.25%, 11/15/39

    400       404,448  

Metropolitan Transportation Authority, Refunding RB, Series C-1, 4.75%, 11/15/45

    985       999,082  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB

   

Sub-Series B-1, 4.00%, 11/01/45

    5,000       4,857,340  

Series A-1, Subordinate, 4.00%, 08/01/48

    555       542,094  

New York Counties Tobacco Trust IV, Refunding RB

   

Series A, 6.25%, 06/01/41(b)

    900       900,245  

Series A, 5.00%, 06/01/42

    1,505       1,426,052  

New York Counties Tobacco Trust VI, Refunding RB, Series A-2B, 5.00%, 06/01/51

    1,000       935,976  

New York Liberty Development Corp., Refunding RB

   

Class 2, 5.38%, 11/15/40(b)

    395       396,471  

Series 1, 5.00%, 11/15/44(b)

    1,415       1,380,983  

Series A, 3.00%, 11/15/51

    505       366,509  

New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/55

    565       548,756  

New York Transportation Development Corp., ARB, AMT, 5.00%, 12/01/40

    555       581,944  

New York Transportation Development Corp., RB, AMT, 5.00%, 10/01/35

    560       586,342  

New York Transportation Development Corp., Refunding ARB, AMT, 5.38%, 08/01/36

    730       746,479  

Westchester County Local Development Corp., Refunding RB(b)

   

5.00%, 07/01/41

    340       286,597  

5.00%, 07/01/56

    380       293,533  

Westchester Tobacco Asset Securitization Corp., Refunding RB, Sub-Series C, 4.00%, 06/01/42

    1,200       1,179,917  
   

 

 

 
      19,301,224  
Security  

Par

(000)

    Value  

North Carolina — 0.4%

 

North Carolina Housing Finance Agency, RB, S/F Housing, (FHLMC, FNMA, GNMA), 6.00%, 07/01/53

  $ 560     $ 602,880  
   

 

 

 
Ohio — 3.8%            

Buckeye Tobacco Settlement Financing Authority, Refunding RB, Series B-2, Class 2, 5.00%, 06/01/55

    2,360       2,197,630  

Cleveland-Cuyahoga County Port Authority, Refunding TA(b)

   

Series A, 4.00%, 12/01/55

    120       101,363  

Series S, 4.50%, 12/01/55

    95       78,004  

County of Hamilton Ohio, Refunding RB, 4.00%, 08/15/50

    800       731,030  

Ohio Air Quality Development Authority, RB, AMT, 5.00%, 07/01/49(b)

    300       275,154  

Port of Greater Cincinnati Development Authority, RB, 4.25%, 12/01/50(b)

    185       131,298  

Southern Ohio Port Authority, RB, Series A, AMT, 7.00%, 12/01/42(b)

    805       608,411  

State of Ohio, RB, AMT, 5.00%, 06/30/53

    1,220       1,222,779  
   

 

 

 
      5,345,669  
Oklahoma — 4.0%            

Oklahoma Development Finance Authority, RB 7.25%, 09/01/51(b)

     2,205       2,300,995  

Series B, 5.00%, 08/15/38

    1,450       1,425,936  

Series B, 5.50%, 08/15/52

    765       759,142  

Tulsa Authority for Economic Opportunity, TA, 4.38%, 12/01/41(b)

    155       139,994  

Tulsa County Industrial Authority, Refunding RB, 5.25%, 11/15/45

    925       890,351  
   

 

 

 
       5,516,418  
Oregon — 0.2%            

Clackamas County School District No. 12 North Clackamas, GO, CAB, Series A, (GTD), 0.00%, 06/15/38(c)

    625       326,067  
   

 

 

 
Pennsylvania — 5.0%            

Bucks County Industrial Development Authority, RB, 4.00%, 07/01/46

    200       150,960  

Montgomery County Higher Education and Health Authority, Refunding RB, 4.00%, 09/01/51

    1,240       1,126,555  

Montgomery County Industrial Development Authority, RB, Series C, 5.00%, 11/15/45

    95       88,894  

Pennsylvania Economic Development Financing Authority, RB

   

AMT, 5.00%, 12/31/38

    465       470,087  

AMT, 5.75%, 06/30/48

    335       371,442  

AMT, 5.25%, 06/30/53

    560       586,659  

Pennsylvania Economic Development Financing Authority, Refunding RB, AMT, 5.50%, 11/01/44

    720       720,226  

Pennsylvania Higher Educational Facilities Authority, RB, 4.00%, 08/15/44

    805       784,638  

Pennsylvania Turnpike Commission, RB

   

Series A, 5.50%, 12/01/42

    1,685       1,771,442  

Series A, 5.00%, 12/01/44

    520       527,555  

Philadelphia Authority for Industrial Development, RB, 5.25%, 11/01/52

    355       374,722  
   

 

 

 
      6,973,180  
Puerto Rico — 7.8%            

Children’s Trust Fund, RB, Series A, 0.00%, 05/15/57(c)

    9,585       633,770  
 

 

 

24  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Puerto Rico (continued)

   

Commonwealth of Puerto Rico, GO 0.00%, 11/01/51(a)

  $  4,922     $  2,510,125  

Series A-1, Restructured, 5.75%, 07/01/31

    784       854,119  

Commonwealth of Puerto Rico, RB, 0.00%, 11/01/51(a)

    772       117,816  

Puerto Rico Highway & Transportation Authority, RB, CAB, Series B, Restructured, 0.00%, 07/01/32(c)

    892       571,182  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB

   

Series A-2, Convertible, Restructured, 4.33%, 07/01/40

    72       67,994  

Series A-1, Restructured, 4.75%, 07/01/53

    1,529       1,444,729  

Series A-1, Restructured, 5.00%, 07/01/58

    2,376       2,318,201  

Series A-2, Restructured, 4.78%, 07/01/58

    1,038       976,679  

Series A-2, Restructured, 4.33%, 07/01/40

    851       804,895  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, CAB, Series A-1, Restructured, 0.00%, 07/01/46(c)

     1,914       539,589  
   

 

 

 
       10,839,099  
Rhode Island — 0.6%            

Rhode Island Student Loan Authority, RB, Series A, AMT, 3.63%, 12/01/37

    395       376,218  

Tobacco Settlement Financing Corp., Refunding RB, Series A, 5.00%, 06/01/40

    420       420,148  
   

 

 

 
      796,366  
South Carolina — 3.4%            

South Carolina Jobs-Economic Development Authority, RB, 7.50%, 08/15/62(b)

    225       208,250  

South Carolina Jobs-Economic Development Authority, Refunding RB, Series A, 5.00%, 05/01/43

    1,110       1,128,782  

South Carolina Public Service Authority, RB

   

Series A, 5.50%, 12/01/54

    1,840       1,856,735  

Series E, 5.00%, 12/01/48

    420       420,974  

Series E, 5.50%, 12/01/53

    750       754,960  

South Carolina Public Service Authority, Refunding RB, Series E, 5.25%, 12/01/55

    430       439,009  
   

 

 

 
      4,808,710  
Tennessee — 1.2%            

Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board, Refunding RB, Series A, 4.00%, 10/01/49

    290       223,918  

Metropolitan Government Nashville & Davidson County Industrial Development Board, SAB, CAB, 0.00%, 06/01/43(b)(c)

    450       157,578  

Metropolitan Nashville Airport Authority, ARB

   

Series B, AMT, 5.25%, 07/01/35

    230       257,355  

Series B, AMT, 5.50%, 07/01/36

    190       215,140  

Tennergy Corp., RB, Series A, 5.50%, 10/01/53(a)

    750       796,805  
   

 

 

 
      1,650,796  
Texas — 11.3%            

Angelina & Neches River Authority, RB, Series A, AMT, 7.50%, 12/01/45(b)

    335       220,069  

Arlington Higher Education Finance Corp., RB 7.50%, 04/01/62(b)

    230       225,558  

7.88%, 11/01/62(b)

    195       199,334  

Series A, 5.75%, 08/15/62

    500       453,135  

Arlington Higher Education Finance Corp., Refunding RB, Series S, 5.00%, 08/15/41

    180       162,316  
Security  

Par

(000)

     Value  

Texas (continued)

    

Brazoria County Industrial Development Corp., RB, AMT, 7.00%, 03/01/39

  $ 325      $ 292,912  

City of Houston Texas Airport System Revenue, Refunding ARB, AMT, 5.00%, 07/15/27

    125        126,806  

City of Houston Texas Airport System Revenue, Refunding RB, Series C, AMT, 5.00%, 07/15/27

    800        812,838  

Fort Worth Independent School District, GO, (PSF), 4.00%, 02/15/48

    160        155,024  

Harris County-Houston Sports Authority, Refunding RB, Series A, Senior Lien, (AGM NPFGC), 0.00%, 11/15/34(c)

    3,000        1,742,388  

Midland County Fresh Water Supply District No. 1, RB, CAB, Series A, 0.00%, 09/15/27(c)(e)

    5,200        2,783,810  

Mission Economic Development Corp., Refunding RB, AMT, Senior Lien, 4.63%, 10/01/31(b)

    430        417,345  

New Hope Cultural Education Facilities Finance Corp., Refunding RB, Series A, 6.75%, 10/01/52

    600        538,258  

Newark Higher Education Finance Corp., RB(b)

    

Series A, 5.50%, 08/15/35

    135        137,279  

Series A, 5.75%, 08/15/45

    275        278,131  

North Texas Tollway Authority, Refunding RB, 4.25%, 01/01/49

    1,890        1,890,779  

Port Beaumont Navigation District, RB, AMT, 2.75%, 01/01/36(b)

    710        507,789  

Port Beaumont Navigation District, Refunding RB(b)

    

Series A, AMT, 3.63%, 01/01/35

    425        337,650  

Series A, AMT, 4.00%, 01/01/50

    815        590,376  

San Antonio Education Facilities Corp., RB

    

Series A, 5.00%, 10/01/41

    85        71,254  

Series A, 5.00%, 10/01/51

    115        87,154  

Tarrant County Cultural Education Facilities Finance Corp., RB, 5.00%, 11/15/51

    310        330,351  

Texas Municipal Gas Acquisition & Supply Corp. III, Refunding RB, 5.00%, 12/15/31

    1,300        1,351,399  

Texas Private Activity Bond Surface Transportation Corp., RB, AMT, Senior Lien, 5.00%, 12/31/55

    1,025        1,011,199  

Texas Transportation Commission State Highway 249 System, RB, CAB, 0.00%, 08/01/43(c)

     2,205        776,879  

Texas Water Development Board, RB, 4.45%, 10/15/36

    170        183,817  
    

 

 

 
        15,683,850  
Utah — 0.1%             

Utah Charter School Finance Authority, RB, Series A, 5.00%, 06/15/52(b)

    225        192,373  
    

 

 

 
Vermont — 0.2%             

Vermont Student Assistance Corp., RB, Series A, AMT, 3.38%, 06/15/36

    355        337,683  
    

 

 

 
Virginia — 2.1%             

Ballston Quarter Community Development Authority, TA

    

Series A, 5.00%, 03/01/26

    180        173,005  

Series A, 5.13%, 03/01/31

    490        415,746  

Hampton Roads Transportation Accountability Commission, RB, Series A, Senior Lien, 4.00%, 07/01/55

    245        236,086  

Norfolk Redevelopment & Housing Authority, RB

    

Series A, 5.00%, 01/01/34

    235        215,938  

Series A, 5.00%, 01/01/49

    455        370,152  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  25


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Virginia (continued)            

Tobacco Settlement Financing Corp., Refunding RB, Series B-1, 5.00%, 06/01/47

  $ 1,025     $ 964,124  

Virginia Housing Development Authority, RB, M/F Housing, Series G, 4.90%, 11/01/42

     500       519,175  
   

 

 

 
       2,894,226  
Washington — 0.2%            

Port of Seattle Washington, ARB, Series C, AMT, 5.00%, 04/01/40

    350       353,523  
   

 

 

 
Wisconsin — 5.7%            

Public Finance Authority, ARB, AMT, 4.25%, 07/01/54

    750       512,457  

Public Finance Authority, RB
5.00%, 06/15/41(b)

    165       153,430  

5.00%, 01/01/42(b)

    290       261,679  

7.75%, 07/01/43

    1,190       1,200,455  

5.00%, 06/15/55(b)

    440       380,471  

5.00%, 01/01/56(b)

    710       593,965  

Class A, 5.00%, 06/15/56(b)

    230       182,378  

Series A, 6.25%, 10/01/31(b)(g)(h)

    290       208,800  

Series A, 7.00%, 10/01/47(b)(g)(h)

    290       208,800  

Series A, 5.00%, 10/15/50(b)

    530       449,868  

Series A, 4.75%, 06/15/56(b)

    730       530,333  

Series A-1, 4.50%, 01/01/35(b)

    595       529,578  

Series A-1, 5.50%, 12/01/48(b)(g)(h)

    10       2,109  

Series B, 0.00%, 01/01/35(b)(c)

    1,005       455,010  

Series B, 0.00%, 01/01/60(b)(c)

    16,025       976,932  

AMT, 4.00%, 09/30/51

    475       393,885  

AMT, 4.00%, 03/31/56

    455       369,221  

Public Finance Authority, RB, CAB, Series B, 0.00%, 01/01/61(b)(c)

    6,620       366,013  

Public Finance Authority, Refunding RB, 5.25%, 05/15/52(b)

    165       143,725  
   

 

 

 
      7,919,109  
   

 

 

 

Total Municipal Bonds — 136.9%
(Cost: $196,905,483)

      190,657,431  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(i)

 

Alabama — 1.2%

   

Black Belt Energy Gas District, RB, Series C-1, 5.25%, 02/01/53

    1,604       1,680,209  
   

 

 

 

Florida — 1.5%

   

Escambia County Health Facilities Authority, Refunding RB, 4.00%, 08/15/45(j)

    2,321       2,069,566  
   

 

 

 
Georgia — 1.6%            

Main Street Natural Gas, Inc., RB, Series B, 5.00%, 12/01/52

    2,230       2,305,981  
   

 

 

 

Iowa — 1.2%

   

Iowa Finance Authority, Refunding RB, Series E, 4.00%, 08/15/46

    1,810       1,684,412  
   

 

 

 

Nebraska — 3.5%

   

Central Plains Energy Project, RB, Series 1, 5.00%, 05/01/53

    4,771       4,946,910  
   

 

 

 

New York — 2.7%

   

New York City Housing Development Corp., Refunding RB, Series A, 4.15%, 11/01/38

    2,181       2,126,460  

Port Authority of New York & New Jersey, RB, Series 221, AMT, 4.00%, 07/15/55

    1,720       1,588,503  
   

 

 

 
      3,714,963  
Security  

Par

(000)

    Value  
Rhode Island — 1.7%            

Rhode Island Health and Educational Building Corp., RB, Series A, 4.00%, 09/15/47

  $ 2,450     $ 2,308,173  
   

 

 

 
West Virginia — 1.3%            

Morgantown Utility Board, Inc., RB, Series B, 4.00%, 12/01/48(j)

     1,891       1,750,359  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 14.7%
(Cost: $21,378,019)

 

     20,460,573  
   

 

 

 

Total Long-Term Investments — 151.6%
(Cost: $218,283,502)

      211,118,004  
   

 

 

 
     Shares         

Short-Term Securities

   

Money Market Funds — 9.0%

   

BlackRock Liquidity Funds, MuniCash, Institutional Class, 3.57%(k)(l)

    12,588,591       12,588,591  
   

 

 

 

Total Short-Term Securities — 9.0%
(Cost: $12,586,873)

      12,588,591  
   

 

 

 

Total Investments — 160.6%
(Cost: $230,870,375)

      223,706,595  

Other Assets Less Liabilities — 1.5%

      2,108,032  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (7.8)%

 

    (10,858,714

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (54.3)%

 

    (75,668,152
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $  139,287,761  
   

 

 

 

 

(a) 

Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available.

 

(b) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

 

(c) 

Zero-coupon bond.

 

(d) 

Step coupon security. Coupon rate will either increase (step-up bond) or decrease (step-down bond) at regular intervals until maturity. Interest rate shown reflects the rate currently in effect.

 

(e) 

U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

 

(f) 

Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

 

(g)

Issuer filed for bankruptcy and/or is in default.

 

(h) 

Non-income producing security.

 

(i) 

Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Fund. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

 

(j) 

All or a portion of the security is subject to a recourse agreement. The aggregate maximum potential amount the Fund could ultimately be required to pay under the agreements, which expire between June 1, 2026 to February 15, 2028, is $2,193,553. See Note 4 of the Notes to Financial Statements for details.

 

(k) 

Affiliate of the Fund.

 

(l) 

Annualized 7-day yield as of period end.

 

 

 

26  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Long-Term Municipal Advantage Trust (BTA)

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the year ended July 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

                   
Affiliated Issuer  

Value at

07/31/22

   

Purchases

at Cost

   

Proceeds

from Sales

   

Net

Realized

Gain (Loss)

   

Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

07/31/23

   

Shares

Held at

07/31/23

    Income    

Capital Gain

Distributions

from

Underlying

Funds

 

BlackRock Liquidity Funds, MuniCash, Institutional Class

  $ 505,057     $ 12,079,755 (a)    $     $ 2,213     $ 1,566     $ 12,588,591       12,588,591     $ 174,299     $  
       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

  (a) 

Represents net amount purchased (sold).

 

Derivative Financial Instruments Categorized by Risk Exposure

For the period ended July 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

               
    

Commodity

Contracts

    

Credit

Contracts

    

Equity

Contracts

    

Foreign

Currency

Exchange

Contracts

    

Interest

Rate

Contracts

    

Other

Contracts

     Total  

Net Realized Gain (Loss) from:

                   

Futures contracts

  $      $      $      $      $ 2,100,644      $      $ 2,100,644  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

 

Futures contracts

  $      $      $      $      $ 866,463      $      $ 866,463  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

   

Futures contracts:

 

Average notional value of contracts — short

  $ 15,720,387  

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 table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

 

         
     Level 1      Level 2      Level 3      Total  

Assets

          

Investments

          

Long-Term Investments

          

Municipal Bonds

  $      $ 190,257,497      $ 399,934      $ 190,657,431  

Municipal Bonds Transferred to Tender Option Bond Trusts

           20,460,573               20,460,573  

Short-Term Securities

          

Money Market Funds

    12,588,591                      12,588,591  
 

 

 

    

 

 

    

 

 

    

 

 

 
  $  12,588,591      $  210,718,070      $  399,934      $  223,706,595  
 

 

 

    

 

 

    

 

 

    

 

 

 

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

  $      $ (10,756,654    $      $   (10,756,654

VRDP Shares at Liquidation Value

           (76,000,000             (76,000,000
 

 

 

    

 

 

    

 

 

    

 

 

 
  $      —      $   (86,756,654    $      —      $ (86,756,654)  
 

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

S C H E D U L EO F  I N V E S T M E N T S

  27


Schedule of Investments

July 31, 2023

  

BlackRock MuniAssets Fund, Inc. (MUA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Corporate Bonds

   

Education — 0.5%

   

Grand Canyon University, 5.13%, 10/01/28

  $ 2,445     $ 2,254,706  
   

 

 

 
Total Corporate Bonds — 0.5%
 (Cost: $2,445,000)
        2,254,706  
   

 

 

 

Municipal Bonds

   
Alabama — 2.1%            

Black Belt Energy Gas District, RB, Series F, 5.50%, 11/01/53(a)

    615       648,573  

County of Jefferson Alabama Sewer Revenue, Refunding RB, Series D, Sub Lien, 6.00%, 10/01/42

    3,745       3,942,066  

Hoover Industrial Development Board, RB, AMT, 6.38%, 11/01/50(a)

    2,140       2,399,760  

MidCity Improvement District, SAB 4.25%, 11/01/32

    160       146,444  

4.50%, 11/01/42

    255       210,216  

4.75%, 11/01/49

    270       216,609  

Sumter County Industrial Development Authority, RB, AMT, 6.00%, 07/15/52(a)

     1,740       1,241,467  

Tuscaloosa County Industrial Development Authority, Refunding RB, Series A, 5.25%, 05/01/44(b)

    335       302,337  
   

 

 

 
       9,107,472  
Arizona — 4.3%            

Arizona Industrial Development Authority, RB(b) 7.10%, 01/01/55

    1,705       1,741,059  

Series A, 5.00%, 12/15/39

    250       236,236  

Series B, 5.13%, 07/01/47

    665       620,557  

Arizona Industrial Development Authority, Refunding RB(b)

   

Series A, 5.13%, 07/01/37

    960       928,971  

Series A, 5.50%, 07/01/52

    1,775       1,659,112  

Glendale Industrial Development Authority, RB, 5.00%, 05/15/56

    505       435,512  

Industrial Development Authority of the City of Phoenix Arizona, RB(b)

   

Series A, 6.50%, 07/01/34

    570       582,610  

Series A, 6.75%, 07/01/44

    1,000       1,015,212  

Industrial Development Authority of the City of Phoenix Arizona, Refunding RB(b)

   

5.00%, 07/01/35

    320       317,214  

5.00%, 07/01/45

    255       236,240  

Series A, 5.00%, 07/01/35

    260       254,928  

Industrial Development Authority of the County of Pima, Refunding RB(b)

   

4.00%, 06/15/51

    1,555       1,146,722  

5.00%, 07/01/56

    470       408,509  

La Paz County Industrial Development Authority, RB, 5.88%, 06/15/48(b)

    875       824,632  

Maricopa County Industrial Development Authority, RB

   

5.25%, 10/01/40(b)

    465       472,512  

5.50%, 10/01/51(b)

    465       469,848  

Series A, 3.00%, 09/01/51

    5,155       3,740,004  
Security  

Par

(000)

    Value  
Arizona (continued)            

Maricopa County Industrial Development Authority, RB (continued)

   

AMT, 4.00%, 10/15/47(b)

  $ 2,495     $ 2,145,258  

Salt Verde Financial Corp., RB, 5.00%, 12/01/37

    1,650       1,703,656  
   

 

 

 
      18,938,792  
Arkansas — 4.8%            

Arkansas Development Finance Authority, RB 12.00%, 07/01/48(b)

    2,800       2,909,709  

AMT, 6.88%, 07/01/48(b)

    1,300       1,347,679  

AMT, 5.45%, 09/01/52

    2,325       2,312,601  

Series A, AMT, 4.50%, 09/01/49(b)

    8,815       7,997,409  

Series A, AMT, 4.75%, 09/01/49(b)

     6,850       6,526,864  
   

 

 

 
       21,094,262  
California — 5.6%            

California Infrastructure & Economic Development Bank, RB, AMT, 7.75%, 01/01/50(a)(b)

    655       673,124  

California Municipal Finance Authority, RB(b)

   

Series A, 5.50%, 08/01/34

    250       250,637  

Series A, 6.00%, 08/01/44

    665       666,175  

Series A, 6.13%, 08/01/49

    580       581,064  

California School Finance Authority, RB, Series A, 6.40%, 07/01/48

    1,570       1,572,182  

California Statewide Communities Development Authority, RB, 5.25%, 12/01/38(b)

    580       591,684  

California Statewide Financing Authority, RB, Series B, 6.00%, 05/01/43

    1,650       1,650,970  

CMFA Special Finance Agency I, RB, M/F Housing, Series A, 4.00%, 04/01/56(b)

    3,300       2,303,133  

CMFA Special Finance Agency VIII, RB, M/F Housing, Series A-1, 3.00%, 08/01/56(b)

    890       579,608  

CMFA Special Finance Agency XII, RB, M/F Housing, 4.38%, 08/01/49(b)

    485       381,323  

CSCDA Community Improvement Authority, RB, M/F Housing(b)

   

2.80%, 03/01/47

    440       331,330  

3.13%, 07/01/56

    990       678,128  

3.13%, 08/01/56

    120       81,783  

4.00%, 12/01/56

    1,260       893,737  

4.00%, 07/01/58

    380       272,158  

Series A, 3.00%, 09/01/56

    1,570       1,042,513  

Series B, 4.00%, 07/01/58

    435       307,449  

Mezzanine Lien, 4.00%, 03/01/57

    700       500,955  

Mezzanine Lien, 4.00%, 06/01/57

    2,060       1,478,691  

Series B, Mezzanine Lien, 4.00%, 12/01/59

    6,035       3,930,077  

Senior Lien, 3.13%, 06/01/57

    655       448,417  

Series B, Sub Lien, 4.00%, 12/01/59

    4,000       2,748,324  

Golden State Tobacco Securitization Corp., Refunding RB, CAB, Series B-2, Subordinate, 0.00%, 06/01/66(c)

    1,000       107,266  

Hastings Campus Housing Finance Authority, RB, CAB, Sub-Series A, 6.75%, 07/01/35(b)(d)

    1,705       595,062  

San Francisco City & County Redevelopment Agency

   

Successor Agency, TA, CAB(b)(c)

   

Series D, 0.00%, 08/01/26

    1,250       1,089,870  

Series D, 0.00%, 08/01/43

    1,500       560,432  
   

 

 

 
      24,316,092  
 

 

 

28  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniAssets Fund, Inc. (MUA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Colorado — 3.7%

   

9th Avenue Metropolitan District No. 2, GO, 5.00%, 12/01/48

  $ 910     $ 812,322  

Arista Metropolitan District, Refunding GO, Series A, 5.00%, 12/01/38

    1,240       1,191,861  

Banning Lewis Ranch Metropolitan District No. 8, GO, 4.88%, 12/01/51(b)

    665       505,035  

Centerra Metropolitan District No. 1, TA, 5.00%, 12/01/47(b)

    575       522,317  

City & County of Denver Colorado Airport System Revenue, Refunding ARB

   

Series A, AMT, 4.13%, 11/15/47

    1,870       1,769,837  

Series A, AMT, 4.13%, 11/15/53

    1,025       946,024  

Colorado Health Facilities Authority, RB 5.50%, 11/01/47

    265       283,641  

5.25%, 11/01/52

    555       589,124  

Series A, 5.00%, 05/15/35

    355       317,893  

Series A, 5.00%, 05/15/44

    385       305,925  

Series A, 5.00%, 05/15/49

    750       570,898  

Fitzsimons Village Metropolitan District No. 3, Refunding GO, Series A-1, 4.25%, 12/01/55

    1,735       1,214,443  

Green Valley Ranch East Metropolitan District No. 6, GO, Series A, 5.88%, 12/01/50

    935       883,711  

Inspiration Metropolitan District, GO, Series B, Subordinate, 5.00%, 12/15/36

    769       695,199  

Karl’s Farm Metropolitan District No. 2, GO, Series A, 5.63%, 12/01/50(b)

    545       485,223  

Lanterns Metropolitan District No. 2, GO, Series A, 4.50%, 12/01/50

    520       377,541  

Loretto Heights Community Authority, RB, 4.88%, 12/01/51

    790       613,712  

North Holly Metropolitan District, GO, Series A, 5.50%, 12/01/48

    500       477,539  

Palisade Metropolitan District No. 2, GO, Subordinate, 7.25%, 12/15/49

     1,211       1,112,152  

Prairie Farm Metropolitan District, GO, Series A, 5.25%, 12/01/48

    760       712,699  

Pueblo Urban Renewal Authority, TA, 4.75%, 12/01/45(b)

    1,065       716,702  

Southlands Metropolitan District No. 1, Refunding GO, Series A-1, 5.00%, 12/01/47

    410       372,435  

Waters’ Edge Metropolitan District No. 2, GO, 5.00%, 12/01/51

    790       657,455  
   

 

 

 
       16,133,688  
Connecticut(b) — 1.0%            

Connecticut State Health & Educational Facilities Authority, RB, Series A, 5.00%, 01/01/45

    325       279,595  

Mohegan Tribal Finance Authority, RB, 7.00%, 02/01/45

    1,375       1,377,068  

Mohegan Tribe of Indians of Connecticut, RB, Series A, AMT, 6.75%, 02/01/45

    950       946,379  

Mohegan Tribe of Indians of Connecticut, Refunding RB, Series C, 6.25%, 02/01/30

    1,835       1,883,113  
   

 

 

 
      4,486,155  
Security  

Par

(000)

    Value  
Delaware — 0.9%            

Affordable Housing Opportunities Trust, RB, Series AH-01, Class B, 6.88%, 05/01/39(b)(e)

  $ 1,215     $ 1,084,754  

Delaware State Health Facilities Authority, Refunding RB, 4.00%, 10/01/49

    2,870       2,717,910  
   

 

 

 
      3,802,664  
District of Columbia — 0.8%            

District of Columbia Tobacco Settlement Financing Corp., RB, Series A, 0.00%, 06/15/46(c)

    15,400       3,515,004  
   

 

 

 
Florida — 13.8%            

Avenir Community Development District, SAB, 5.63%, 05/01/54

    655       653,124  

Babcock Ranch Community Independent Special District, SAB

   

Series 2022, 5.00%, 05/01/42

    510       499,663  

Series 2022, 5.00%, 05/01/53

    385       357,866  

Boggy Creek Improvement District, Refunding SAB, Series 2013, 5.13%, 05/01/43

    1,240       1,236,300  

Brevard County Health Facilities Authority, Refunding RB(b)

   

4.00%, 11/15/23

    125       124,523  

4.00%, 11/15/24

    440       433,417  

4.00%, 11/15/25

    460       449,234  

4.00%, 11/15/27

    495       478,195  

4.00%, 11/15/29

    435       412,205  

4.00%, 11/15/32

    450       419,293  

4.00%, 11/15/35

    675       600,915  

Buckhead Trails Community Development District, SAB, Series 2022, 5.75%, 05/01/52

    400       404,522  

Capital Region Community Development District, Refunding SAB, Series A-1, 5.13%, 05/01/39

    1,490       1,490,453  

Capital Trust Agency, Inc., RB(b) 5.00%, 01/01/55

    2,640       2,037,663  

Series A, 5.75%, 06/01/54

    940       794,406  

Capital Trust Agency, Inc., RB, CAB, 0.00%, 07/01/61(b)(c)

     34,550        2,332,920  

Charlotte County Industrial Development Authority, RB(b)

   

AMT, 5.00%, 10/01/49

    1,415       1,401,344  

AMT, 4.00%, 10/01/51

    850       700,686  

Collier County Industrial Development Authority, Refunding RB, Series A, 8.13%, 05/15/44(b)(f)(g)

    630       69,300  

County of Miami-Dade Florida Aviation Revenue, Refunding ARB, Series A, AMT, 5.00%, 10/01/49

    5,000       5,146,400  

County of Osceola Florida Transportation Revenue, Refunding RB, CAB(c)

   

Series A-2, 0.00%, 10/01/49

    730       180,041  

Series A-2, 0.00%, 10/01/51

    875       191,568  

Series A-2, 0.00%, 10/01/52

    1,200       249,787  

Series A-2, 0.00%, 10/01/54

    2,875       524,871  

Florida Development Finance Corp., RB(b)
5.00%, 06/15/56

    1,150       918,053  

6.50%, 06/30/57

    500       487,812  

Series A, 5.75%, 06/15/29

    690       691,961  

Series A, 6.00%, 06/15/34

    835       839,080  

Series A, 6.13%, 06/15/44

    3,180       3,182,410  

Series A, 5.13%, 06/15/55

    3,645       3,001,530  

Series B, 4.50%, 12/15/56

    3,985       2,877,154  

Series C, 5.75%, 12/15/56

    1,325       1,067,408  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  29


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniAssets Fund, Inc. (MUA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Florida (continued)

   

Florida Development Finance Corp., RB(b) (continued)

   

AMT, 5.00%, 05/01/29

  $ 2,155     $ 2,038,173  

Lakewood Ranch Stewardship District, SAB
4.25%, 05/01/26

    90       89,287  

4.95%, 05/01/29(b)

    345       349,926  

5.50%, 05/01/39(b)

    315       320,934  

3.00%, 05/01/41

    275       204,184  

5.13%, 05/01/46

    675       641,363  

5.65%, 05/01/48(b)

    520       525,184  

Series 1B, 4.75%, 05/01/29

    565       566,473  

Series 1B, 5.30%, 05/01/39

    645       646,525  

Series 1B, 5.45%, 05/01/48

     1,150        1,130,264  

Laurel Road Community Development District, SAB

   

Series A-1, 2.60%, 05/01/26

    80       77,517  

Series A-1, 3.00%, 05/01/31

    100       91,426  

Series A-1, 3.25%, 05/01/41

    190       147,354  

Series A-1, 4.00%, 05/01/52

    300       234,533  

Series A-2, 3.13%, 05/01/31

    415       367,031  

Miami-Dade County Industrial Development Authority, RB, 5.00%, 01/15/48

    915       873,856  

Midtown Miami Community Development District, Refunding SAB

   

Series A, 5.00%, 05/01/37

    845       836,865  

Series B, 5.00%, 05/01/37

    495       490,235  

North Powerline Road Community Development District, SAB, 5.63%, 05/01/52(b)

    1,120       1,064,516  

North River Ranch Community Development District, SAB

   

Series A-1, 4.00%, 05/01/40

    310       266,688  

Series A-1, 4.25%, 05/01/51

    530       428,875  

Series A-2, 4.20%, 05/01/35

    290       257,651  

Poitras East Community Development District, SAB, 5.00%, 05/01/43

    690       665,254  

Rolling Hills Community Development District, Refunding SAB, Series A-2, 3.65%, 05/01/32

    1,000       879,389  

Sawyers Landing Community Development District, SAB, 4.25%, 05/01/53

    1,145       890,639  

Seminole County Industrial Development Authority, Refunding RB, 5.75%, 11/15/54

    985       770,982  

South Broward Hospital District, RB (BAM-TCRS), 3.00%, 05/01/51

    720       530,572  

Series A, 3.00%, 05/01/51

    6,355       4,615,738  

Tolomato Community Development District, Refunding SAB, Series 2015-2, 6.61%, 11/01/24(d)

    805       743,351  

Tolomato Community Development District, SAB, Series 2015-3, 6.61%, 05/01/40(f)(g)

    875       140  

Trout Creek Community Development District, SAB
5.38%, 05/01/38

    430       428,538  

5.50%, 05/01/49

    1,105       1,069,369  

Village Community Development District No. 14, SAB
5.38%, 05/01/42

    1,120       1,163,446  

5.50%, 05/01/53

    830       854,407  

West Villages Improvement District, SAB
4.75%, 05/01/39

    455       429,840  
Security  

Par

(000)

    Value  
Florida (continued)            

West Villages Improvement District, SAB (continued)
5.00%, 05/01/50

  $ 940     $ 863,250  

Windward at Lakewood Ranch Community
Development District, SAB

   

4.00%, 05/01/42

     240       204,479  

4.25%, 05/01/52

    280       228,924  
   

 

 

 
      60,241,282  
Georgia — 1.1%            

Atlanta Urban Redevelopment Agency, RB, 3.88%, 07/01/51(b)

    765       630,123  

East Point Business & Industrial Development Authority, RB, Series A, 5.25%, 06/15/62(b)

    290       259,794  

Gainesville & Hall County Hospital Authority, RB, Series A, 4.00%, 02/15/51

    855       783,822  

Main Street Natural Gas, Inc., RB

   

Series A, 5.00%, 05/15/35

    560       583,473  

Series A, 5.00%, 05/15/36

    560       577,437  

Series A, 5.00%, 05/15/37

    615       627,799  

Series A, 5.00%, 05/15/38

    340       344,335  

Municipal Electric Authority of Georgia, RB, Series A, 5.00%, 07/01/52

    915       936,609  
   

 

 

 
       4,743,392  
Idaho — 0.1%            

Idaho Housing & Finance Association, RB, Series A, 6.95%, 06/15/55(b)

    580       604,429  
   

 

 

 
Illinois — 7.4%            

Chicago Board of Education, GO

   

Series A, 5.00%, 12/01/42

    1,650       1,637,415  

Series C, 5.25%, 12/01/35

    1,655       1,671,178  

Series D, 5.00%, 12/01/46

    2,155       2,112,823  

Chicago Board of Education, Refunding GO

   

Series B, 4.00%, 12/01/35

    745       713,855  

Series B, 4.00%, 12/01/41

    1,665       1,488,765  

Series C, 5.00%, 12/01/25

    725       730,176  

Series D, 5.00%, 12/01/31

    1,000       1,026,921  

City of Chicago Illinois, Refunding GO

   

Series A, 6.00%, 01/01/38

    1,260       1,344,324  

Series B, 4.00%, 01/01/37

    1,709       1,664,103  

Illinois Finance Authority, RB(b)

   

Class A, 5.00%, 07/01/51

    2,000       1,507,722  

Class A, 5.00%, 07/01/56

    2,000       1,469,970  

Illinois Finance Authority, Refunding RB
6.60%, 07/01/24

    230       226,763  

6.00%, 02/01/34

    365       367,048  

6.13%, 02/01/45

    860       863,757  

Series C, 4.00%, 02/15/41

    1,430       1,422,713  

Illinois State Toll Highway Authority, RB, Series A, 4.00%, 01/01/46

    1,795       1,751,881  

Metropolitan Pier & Exposition Authority, RB

   

Series A, 5.50%, 06/15/53

    2,370       2,421,088  

Series A, 5.00%, 06/15/57

    1,020       1,035,506  

Metropolitan Pier & Exposition Authority, Refunding RB, 4.00%, 06/15/50

    2,920       2,696,328  

Metropolitan Pier & Exposition Authority, Refunding RB, CAB, Series B, 0.00%, 12/15/54(c)

    14,000       3,107,720  
 

 

 

30  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniAssets Fund, Inc. (MUA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Illinois (continued)

   

State of Illinois, GO
5.50%, 05/01/30

  $ 530     $ 592,109  

5.50%, 05/01/39

     1,055       1,142,617  

Village of Lincolnshire Illinois, ST, 6.25%, 03/01/34

    1,277       1,256,014  
   

 

 

 
      32,250,796  
Indiana — 1.3%            

City of Valparaiso Indiana, RB

   

AMT, 6.75%, 01/01/34

    825       832,254  

AMT, 7.00%, 01/01/44

    2,000       2,017,148  

City of Vincennes Indiana, Refunding RB, 6.25%, 01/01/29(b)(f)(g)

    1,715       1,418,477  

Indiana Finance Authority, RB, Series A, AMT, 6.75%, 05/01/39

    1,060       1,200,084  
   

 

 

 
      5,467,963  
Kansas(b) — 0.2%            

City of Shawnee Kansas, RB
5.00%, 08/01/41

    230       216,359  

5.00%, 08/01/56

    850       741,486  
   

 

 

 
      957,845  
Kentucky(b) — 0.5%            

City of Henderson Kentucky, RB
AMT, 4.45%, 01/01/42

    2,000       1,925,784  

Series A, AMT, 4.70%, 01/01/52

    230       219,979  
   

 

 

 
      2,145,763  
Louisiana — 1.7%            

Louisiana Local Government Environmental Facilities & Community Development Authority, RB, 5.00%, 07/01/54(b)

    930       737,859  

Louisiana Public Facilities Authority, RB, Series A, 6.50%, 06/01/62(b)

    280       269,696  

Parish of St. James Louisiana, RB, 2nd Series, 6.35%, 07/01/40(b)

    1,580       1,683,725  

Tobacco Settlement Financing Corp., Refunding RB, Series A, 5.25%, 05/15/35

    4,540       4,546,542  
   

 

 

 
      7,237,822  
Maine — 0.2%            

Finance Authority of Maine, RB, AMT, 8.00%, 12/01/51(b)

    1,185       757,207  
   

 

 

 
Maryland — 1.2%            

City of Baltimore Maryland, RB, 4.88%, 06/01/42

    325       312,067  

Maryland Economic Development Corp., RB 5.00%, 07/01/56

    360       358,069  

Class B, AMT, 5.25%, 06/30/55

    1,555        1,603,905  

Maryland Health & Higher Educational Facilities Authority, RB, Series A, 7.00%, 03/01/55(b)

    3,010       3,113,673  
   

 

 

 
      5,387,714  
Michigan — 1.2%            

Advanced Technology Academy, Refunding RB, 5.00%, 11/01/44

    415       379,850  

City of Detroit Michigan, GO
5.00%, 04/01/34

    285       292,347  

5.00%, 04/01/35

    285       291,754  

5.00%, 04/01/36

    200       204,250  

5.00%, 04/01/37

    320       326,048  

5.00%, 04/01/38

    145       147,383  
Security  

Par

(000)

    Value  
Michigan (continued)            

Michigan Finance Authority, Refunding RB, Series A, 4.00%, 12/01/49

  $ 2,405     $ 2,254,659  

Michigan Strategic Fund, RB
5.00%, 11/15/42

    345       307,152  

AMT, 5.00%, 12/31/43

    1,200       1,214,235  
   

 

 

 
      5,417,678  
Minnesota — 0.3%            

City of Minneapolis Minnesota, RB, Series A, 5.75%, 07/01/55

    1,480       1,436,226  
   

 

 

 
Missouri — 0.3%            

Industrial Development Authority of the City of St. Louis Missouri, Refunding RB

   

Series A, 4.38%, 11/15/35

    685       539,483  

Series A, 4.75%, 11/15/47

    760       562,423  
   

 

 

 
      1,101,906  
Nevada — 0.3%            

Tahoe-Douglas Visitors Authority, RB 5.00%, 07/01/40

    670       674,763  

5.00%, 07/01/45

    460       450,627  
   

 

 

 
      1,125,390  
New Hampshire — 0.8%            

New Hampshire Business Finance Authority, RB

   

Series A, 4.13%, 08/15/40

    530       458,998  

Series A, 4.25%, 08/15/46

    595       493,099  

Series A, 4.50%, 08/15/55

    1,235       1,022,775  

New Hampshire Business Finance Authority, Refunding RB(b)

   

Series B, 4.63%, 11/01/42

    1,015       880,893  

Series C, AMT, 4.88%, 11/01/42

    485       434,719  
   

 

 

 
      3,290,484  
New Jersey — 7.2%            

Casino Reinvestment Development Authority, Inc., Refunding RB

   

5.25%, 11/01/39

     1,065        1,075,626  

5.25%, 11/01/44

    770       773,974  

New Jersey Economic Development Authority, RB 6.00%, 10/01/43

    1,530       1,534,099  

Class A, 5.25%, 11/01/47

    2,650       2,916,431  

Series A, 5.00%, 07/01/32

    165       163,021  

Series A, 5.00%, 07/01/37

    260       252,734  

Series A, 5.25%, 11/01/54(b)

    1,675       1,424,448  

Series B, 5.00%, 06/15/43

    2,245       2,361,780  

AMT, 5.38%, 01/01/43

    2,155       2,160,114  

Series B, AMT, 6.50%, 04/01/31

    1,660       1,714,921  

New Jersey Economic Development Authority, Refunding RB, Series A, 6.00%, 08/01/49(b)

    500       500,321  

New Jersey Health Care Facilities Financing Authority, RB, 4.00%, 07/01/51

    2,655       2,565,885  

New Jersey Transportation Trust Fund Authority, RB

   

Series AA, 5.25%, 06/15/41

    1,140       1,172,436  

Series S, 5.25%, 06/15/43

    2,345       2,496,133  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  31


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniAssets Fund, Inc. (MUA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
New Jersey (continued)            

New Jersey Transportation Trust Fund Authority, RB, CAB, Series A, 0.00%, 12/15/35(c)

  $ 8,950     $ 5,362,804  

Tobacco Settlement Financing Corp., Refunding RB, Sub-Series B, 5.00%, 06/01/46

    5,120       5,110,569  
   

 

 

 
       31,585,296  
New Mexico — 0.2%            

Winrock Town Center Tax Increment Development District No. 1, Refunding TA, Senior Lien, 4.25%, 05/01/40(b)

     1,000       840,064  
   

 

 

 
New York — 13.8%            

Albany Capital Resource Corp., Refunding RB, 4.00%, 07/01/51

    1,500       832,911  

Build NYC Resource Corp., RB, Series A, 5.00%, 07/01/32

    745       698,013  

City of New York, GO, Series A-1, 4.00%, 09/01/46

    1,195       1,168,311  

Erie Tobacco Asset Securitization Corp., Refunding RB, Series A, 5.00%, 06/01/45

    2,890       2,707,930  

Huntington Local Development Corp., RB, Series A, 5.25%, 07/01/56

    185       145,315  

Metropolitan Transportation Authority, Refunding RB

   

Series C-1, 4.75%, 11/15/45

    1,740       1,764,877  

Series C-1, 5.00%, 11/15/50

    565       581,657  

Series C-1, 5.25%, 11/15/55

    840       877,524  

New York City Housing Development Corp., RB, M/F Housing

   

Series C-1A, 4.15%, 11/01/39

    1,895       1,817,004  

Series C-1A, 4.20%, 11/01/44

    3,475       3,463,307  

Series C-1A, 4.30%, 11/01/47

    2,845       2,712,335  

New York Counties Tobacco Trust IV, Refunding RB

   

Series A, 6.25%, 06/01/41(b)

    4,900       4,901,333  

Series A, 5.00%, 06/01/42

    3,155       2,989,498  

New York Counties Tobacco Trust VI, Refunding RB

   

Series A-2B, 5.00%, 06/01/45

    2,655       2,513,544  

Series A-2B, 5.00%, 06/01/51

    1,900       1,778,354  

New York Liberty Development Corp., Refunding RB

   

Class 2, 5.38%, 11/15/40(b)

    1,080       1,084,021  

Series 1, 5.00%, 11/15/44(b)

    6,205       6,055,832  

Series A, 3.00%, 11/15/51

    2,250       1,632,962  

New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/55

    1,435       1,393,744  

New York State Dormitory Authority, Refunding RB, Series A, 4.00%, 03/15/48

    1,505       1,476,238  

New York State Urban Development Corp., RB, Series A, 4.00%, 03/15/49

    2,020       1,959,675  

New York State Urban Development Corp., Refunding RB

   

3.00%, 03/15/48

    9,655       7,536,181  

4.00%, 03/15/49

    2,330       2,262,796  

New York Transportation Development Corp., RB, AMT, 5.00%, 10/01/35

    1,175       1,230,271  

New York Transportation Development Corp., Refunding ARB, AMT, 5.38%, 08/01/36

    1,490       1,523,635  

State of New York Mortgage Agency, RB, S/F Housing, Series 239, (SONYMA), 2.70%, 10/01/47

    3,370       2,426,825  
Security  

Par

(000)

    Value  
New York (continued)            

Westchester County Healthcare Corp., RB, Series A, Senior Lien, 5.00%, 11/01/44

  $ 1,177     $ 1,182,694  

Westchester County Local Development Corp., Refunding RB(b)

   

5.00%, 07/01/41

    730       615,340  

5.00%, 07/01/56

    810       625,689  
   

 

 

 
       59,957,816  
Ohio — 3.0%            

Buckeye Tobacco Settlement Financing Authority, Refunding RB, Series B-2, Class 2, 5.00%, 06/01/55

     5,995       5,582,538  

Cleveland-Cuyahoga County Port Authority, Refunding TA(b)

   

Series A, 4.00%, 12/01/55

    250       211,173  

Series S, 4.50%, 12/01/55

    210       172,429  

County of Hamilton Ohio, Refunding RB, Series C, 5.00%, 01/01/46

    875       799,064  

County of Hardin Ohio, Refunding RB 5.00%, 05/01/30

    240       226,216  

5.25%, 05/01/40

    240       215,098  

5.50%, 05/01/50

    1,130       966,418  

Hickory Chase Community Authority, Refunding RB, 5.00%, 12/01/40(b)

    375       340,106  

Jefferson County Port Authority, RB, AMT, 3.50%, 12/01/51(b)

    1,125       786,791  

Ohio Air Quality Development Authority, RB(b)

   

AMT, 4.50%, 01/15/48

    1,300       1,215,213  

AMT, 5.00%, 07/01/49

    740       678,714  

Port of Greater Cincinnati Development Authority, RB, 4.25%, 12/01/50(b)

    385       273,242  

Southern Ohio Port Authority, RB, Series A, AMT, 7.00%, 12/01/42(b)

    2,315       1,749,654  
   

 

 

 
      13,216,656  
Oklahoma — 2.4%            

Oklahoma Development Finance Authority, RB 7.25%, 09/01/51(b)

    4,615       4,815,914  

Series B, 5.00%, 08/15/38

    2,990       2,940,378  

Series B, 5.50%, 08/15/52

    1,570       1,557,977  

Tulsa Authority for Economic Opportunity, TA, 4.38%, 12/01/41(b)

    325       293,537  

Tulsa County Industrial Authority, Refunding RB, 5.25%, 11/15/37

    750       751,743  
   

 

 

 
      10,359,549  
Oregon — 0.6%            

Hospital Facilities Authority of Multnomah County Oregon, Refunding RB, Series A, 5.50%, 10/01/24(h)

    1,765       1,809,399  

Oregon State Facilities Authority, RB(b)

   

Series A, 5.00%, 06/15/29

    115       113,342  

Series A, 5.00%, 06/15/39

    565       525,465  
   

 

 

 
      2,448,206  
Pennsylvania — 3.2%            

Allegheny County Airport Authority, ARB, Series A, AMT, (AGM-CR), 4.00%, 01/01/56

    5,240       4,864,664  

Bucks County Industrial Development Authority, RB, 4.00%, 07/01/46

    200       150,960  
 

 

 

32  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniAssets Fund, Inc. (MUA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Pennsylvania (continued)

   

Northampton County Industrial Development Authority, TA, 7.00%, 07/01/32

  $ 1,430     $ 1,430,368  

Pennsylvania Economic Development Financing Authority, Refunding RB, AMT, 5.50%, 11/01/44

    2,710       2,710,851  

Pennsylvania Turnpike Commission Oil Franchise Tax Revenue, Refunding RB, Series B, 4.00%, 12/01/53

    5,000       4,823,935  
   

 

 

 
       13,980,778  
Puerto Rico — 14.8%            

Children’s Trust Fund, RB, Series A, 0.00%, 05/15/57(c)

     44,330       2,931,144  

Commonwealth of Puerto Rico, GO
0.00%, 11/01/43(a)

    4,994       2,559,593  

0.00%, 11/01/51(a)

    23,415       11,114,527  

Series A-1, Restructured, 5.38%, 07/01/25

    (i)       2  

Series A-1, Restructured, 5.63%, 07/01/27

    (i)       2  

Series A-1, Restructured, 5.63%, 07/01/29

    3,644       3,889,607  

Series A-1, Restructured, 5.75%, 07/01/31

    2,813       3,064,285  

Series A-1, Restructured, 4.00%, 07/01/33

    625       593,972  

Series A-1, Restructured, 4.00%, 07/01/35

    4,100       3,782,333  

Series A-1, Restructured, 4.00%, 07/01/37

    1,452       1,307,159  

Series A-1, Restructured, 4.00%, 07/01/41

    656       564,048  

Series A-1, Restructured, 4.00%, 07/01/46

    682       565,216  

Commonwealth of Puerto Rico, GO, CAB(c)

   

Series A, Restructured, 0.00%, 07/01/24

    (i)       1  

Series A, Restructured, 0.00%, 07/01/33

    1,765       1,074,481  

Commonwealth of Puerto Rico, RB, 0.00%, 11/01/51(a)

    2,403       413,740  

Puerto Rico Electric Power Authority, RB(f)(g)
3rd Series, 5.40%, 01/01/23

    90       33,197  

Series A, 5.00%, 07/01/29

    660       244,200  

Series A, 7.00%, 07/01/33

    3,295       1,219,150  

Series A, 5.00%, 07/01/42

    910       336,700  

Series A, 7.00%, 07/01/43

    375       138,750  

Series A-1, 10.00%, 07/01/19

    75       27,785  

Series A-2, 10.00%, 07/01/19

    379       140,177  

Series A-3, 10.00%, 07/01/19

    323       119,514  

Series B-3, 10.00%, 07/01/19

    323       119,514  

Series C-1, 5.40%, 01/01/18

    887       328,358  

Series C-2, 5.40%, 07/01/18

    888       328,411  

Series C-4, 5.40%, 07/01/20

    90       33,197  

Series CCC, 5.25%, 07/01/26

    260       96,200  

Series CCC, 5.25%, 07/01/28

    145       53,650  

Series D-1, 7.50%, 01/01/20

    761       281,486  

Series D-4, 7.50%, 07/01/20

    404       149,436  

Series TT, 5.00%, 07/01/18

    295       109,150  

Series TT, 5.00%, 07/01/25

    100       37,000  

Series TT, 5.00%, 07/01/26

    225       83,250  

Series WW, 5.50%, 07/01/17

    200       74,000  

Series WW, 5.50%, 07/01/18

    1,175       434,750  

Series WW, 5.50%, 07/01/19

    145       53,650  

Series WW, 5.50%, 07/01/20

    1,595       590,150  

Series WW, 5.38%, 07/01/22

    1,310       484,700  

Series WW, 5.25%, 07/01/33

    120       44,400  

Series WW, 5.50%, 07/01/38

    205       75,850  

Series XX, 5.25%, 07/01/27

    110       40,700  

Series XX, 5.25%, 07/01/35

    645       238,650  

Series XX, 5.75%, 07/01/36

    860       318,200  

Series XX, 5.25%, 07/01/40

    1,020       377,400  
Security  

Par

(000)

    Value  

Puerto Rico (continued)

   

Puerto Rico Electric Power Authority, RB(f)(g) (continued)

   

Series A, AMT, 6.75%, 07/01/36

  $ 1,335     $ 493,950  

Puerto Rico Electric Power Authority, Refunding RB(f)(g)

   

Series AAA, 5.25%, 07/01/22

    2,545       941,650  

Series AAA, 5.25%, 07/01/29

    95       35,150  

Series UU, 0.00%, 07/01/17(a)

    60       22,200  

Series UU, 0.00%, 07/01/18(a)

    55       20,350  

Series UU, 1.32%, 07/01/20(a)

    495       183,150  

Series UU, 4.41%, 07/01/31(a)

    580       214,600  

Series ZZ, 5.00%, 07/01/17

    145       53,650  

Series ZZ, 5.25%, 07/01/19

    455       168,350  

Series ZZ, 5.25%, 07/01/24

    345       127,650  

Puerto Rico Electric Power Authority, Refunding RB, BAB, Series YY, 6.13%, 07/01/40(f)(g)

    1,085       401,450  

Puerto Rico Highway & Transportation Authority, RB, CAB, Series B, Restructured, 0.00%, 07/01/32(c)

    2,520       1,613,226  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB

   

Series A-1, Restructured, 4.75%, 07/01/53

    2,453       2,317,803  

Series A-1, Restructured, 5.00%, 07/01/58

     5,234        5,106,678  

Series A-2, Restructured, 4.54%, 07/01/53

    21       19,158  

Series A-2, Restructured, 4.78%, 07/01/58

    2,080       1,957,122  

Series A-2, Restructured, 4.33%, 07/01/40

    6,129       5,796,949  

Series B-1, Restructured, 4.55%, 07/01/40

    2,402       2,328,251  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, CAB(c)

   

Series A-1, Restructured, 0.00%, 07/01/29

    200       156,661  

Series A-1, Restructured, 0.00%, 07/01/33

    1,023       669,375  

Series A-1, Restructured, 0.00%, 07/01/46

    12,021       3,388,924  

Series B-1, Restructured, 0.00%, 07/01/46

    883       240,370  
   

 

 

 
      64,728,352  
Rhode Island — 0.4%            

Central Falls Detention Facility Corp., Refunding RB, 7.25%, 07/15/35(f)(g)

    4,190       628,500  

Tobacco Settlement Financing Corp., Refunding RB, Series A, 5.00%, 06/01/40

    980       980,346  
   

 

 

 
      1,608,846  
South Carolina — 0.1%            

South Carolina Jobs-Economic Development Authority, RB, 7.50%, 08/15/62(b)

    605       559,962  
   

 

 

 
Tennessee — 1.6%            

Memphis-Shelby County Airport Authority, ARB, Series A, AMT, 5.00%, 07/01/45

    3,000       3,116,718  

Metropolitan Government Nashville & Davidson County Industrial Development Board, SAB, CAB, 0.00%, 06/01/43(b)(c)

    3,270       1,145,069  

Tennergy Corp., RB, Series A, 5.50%, 10/01/53(a)

    2,520       2,677,266  
   

 

 

 
      6,939,053  
Texas — 8.3%            

Angelina & Neches River Authority, RB, Series A, AMT, 7.50%, 12/01/45(b)

    715       469,699  

Arlington Higher Education Finance Corp., RB
5.00%, 06/15/51

    715       614,555  

7.88%, 11/01/62(b)

    565       577,557  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  33


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniAssets Fund, Inc. (MUA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Texas (continued)

   

Arlington Higher Education Finance Corp., Refunding RB, Series S, 5.00%, 08/15/41

  $ 370     $ 333,649  

Brazoria County Industrial Development Corp., RB, AMT, 7.00%, 03/01/39

    675       608,356  

Central Texas Regional Mobility Authority, Refunding RB(c)

   

0.00%, 01/01/28

    1,000       858,356  

0.00%, 01/01/29

    2,000       1,655,472  

0.00%, 01/01/30

    1,170       934,308  

0.00%, 01/01/33

    3,690       2,622,173  

0.00%, 01/01/34

    4,000       2,714,872  

City of Houston Texas Airport System Revenue, ARB, Series A, AMT, 6.63%, 07/15/38

    2,890       2,890,142  

City of Houston Texas Airport System Revenue, Refunding ARB, AMT, 5.00%, 07/15/27

    250       253,611  

City of Houston Texas Airport System Revenue, Refunding RB
AMT, 5.00%, 07/01/29

    730       731,472  

Series C, AMT, 5.00%, 07/15/27

    1,615       1,640,916  

City of San Marcos Texas, SAB(b)
4.00%, 09/01/32

    100       93,306  

4.50%, 09/01/51

    480       410,497  

City of Sinton Texas, SAB (b)
5.13%, 09/01/42

    858       814,484  

5.25%, 09/01/51

    1,195       1,108,363  

Mission Economic Development Corp., Refunding RB, AMT, Senior Lien, 4.63%, 10/01/31(b)

    785       761,897  

New Hope Cultural Education Facilities Finance Corp., Refunding RB, Series A, 6.75%, 10/01/52

    1,650       1,480,208  

New Hope Higher Education Finance Corp., RB, Series A, 5.75%, 06/15/51(b)

    1,650       1,471,224  

Newark Higher Education Finance Corp., RB(b)

   

Series A, 5.50%, 08/15/35

    290       294,896  

Series A, 5.75%, 08/15/45

    580       586,604  

Port Beaumont Navigation District, RB(b)

   

AMT, 2.75%, 01/01/36

    920       657,980  

AMT, 3.00%, 01/01/50

    2,910       1,695,526  

Port Beaumont Navigation District, Refunding RB(b)

   

Series A, AMT, 3.63%, 01/01/35

    1,215       965,281  

Series A, AMT, 4.00%, 01/01/50

     4,795        3,473,441  

Tarrant County Cultural Education Facilities Finance Corp., Refunding RB, 5.00%, 10/01/49

    865       836,457  

Texas Municipal Gas Acquisition & Supply Corp. III, Refunding RB, 5.00%, 12/15/31

    860       894,003  

Texas Transportation Commission State Highway 249 System, RB, CAB(c)

   

0.00%, 08/01/46

    1,420       426,467  

0.00%, 08/01/47

    2,120       608,044  

0.00%, 08/01/48

    2,235       610,689  

0.00%, 08/01/49

    2,100       546,712  

0.00%, 08/01/50

    3,015       749,451  

0.00%, 08/01/51

    1,770       418,862  

0.00%, 08/01/52

    1,770       398,395  

0.00%, 08/01/53

    160       34,345  
   

 

 

 
      36,242,270  
Security  

Par

(000)

    Value  
Utah — 0.3%            

County of Utah, RB, Series A, 3.00%, 05/15/50

  $ 1,000     $ 766,026  

Utah Charter School Finance Authority, RB, Series A, 5.00%, 06/15/52(b)

    470       401,846  
   

 

 

 
      1,167,872  
Vermont — 0.8%            

East Central Vermont Telecommunications District, RB, Series A, 4.50%, 12/01/44(b)

    4,000       3,322,904  
   

 

 

 
Virginia — 2.2%            

Hampton Roads Transportation Accountability Commission, RB, Series A, Senior Lien, 4.00%, 07/01/55

    2,435       2,346,410  

Lower Magnolia Green Community Development Authority, SAB(b)
5.00%, 03/01/35

    470       470,366  

5.00%, 03/01/45

    480       459,082  

Norfolk Redevelopment & Housing Authority, RB

   

Series A, 4.00%, 01/01/29

    300       272,863  

Series A, 5.00%, 01/01/34

    485       445,659  

Series A, 5.00%, 01/01/49

    955       776,912  

Tobacco Settlement Financing Corp., Refunding RB, Series B-1, 5.00%, 06/01/47

    2,370       2,229,243  

Virginia Small Business Financing Authority, RB, AMT, 5.00%, 12/31/56

    2,000       2,014,566  

Virginia Small Business Financing Authority, Refunding RB, AMT, Senior Lien, 4.00%, 01/01/48

    840       751,560  
   

 

 

 
      9,766,661  
Washington(b) — 0.3%            

Washington State Housing Finance Commission, RB, Series A, 5.00%, 07/01/50

    450       413,580  

Washington State Housing Finance Commission, Refunding RB

   

5.75%, 01/01/35

    315       293,809  

6.00%, 01/01/45

    850       753,620  
   

 

 

 
      1,461,009  
Wisconsin — 6.8%            

Public Finance Authority, ARB, AMT, 4.25%, 07/01/54

    1,595       1,089,825  

Public Finance Authority, RB
5.00%, 06/15/39

    175       175,005  

5.00%, 06/15/41(b)

    345       320,809  

5.00%, 01/01/42(b)

    605       545,916  

7.75%, 07/01/43(b)

    3,270       3,298,730  

5.00%, 06/15/49

    530       507,905  

5.63%, 06/15/49(b)

    2,480       2,129,804  

5.00%, 06/15/53

    355       339,830  

5.00%, 06/15/55(b)

    895       773,913  

5.00%, 01/01/56(b)

     1,470        1,229,758  

Class A, 5.00%, 06/15/56(b)

    495       392,509  

Series A, 6.25%, 10/01/31(b)(f)(g)

    605       435,600  

Series A, 6.85%, 11/01/46(b)(f)(g)

    900       585,000  

Series A, 7.00%, 11/01/46(b)(f)(g)

    570       370,500  

Series A, 7.00%, 10/01/47(b)(f)(g)

    605       435,600  

Series A, 5.63%, 06/15/49(b)

    2,890       2,645,685  

Series A, 5.25%, 12/01/51(b)

    1,470       1,108,314  

Series A, 5.00%, 06/15/55(b)

    4,030       3,105,848  

Series A, 4.75%, 06/15/56(b)

    2,990       2,172,187  

Series A-1, 4.50%, 01/01/35(b)

    1,210       1,076,957  

Series A-1, 5.50%, 12/01/48(b)(f)(g)

    20       4,385  
 

 

 

34  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniAssets Fund, Inc. (MUA)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

 

 

Wisconsin (continued)

   

Public Finance Authority, RB (continued)

   

Series B, 0.00%, 01/01/35(b)(c)

  $ 1,615     $ 731,185  

Series B, 0.00%, 01/01/60(b)(c)

     35,940       2,191,010  

AMT, 4.00%, 09/30/51

    1,025       849,962  

AMT, 4.00%, 03/31/56

    980       795,245  

Public Finance Authority, Refunding RB, 5.25%, 05/15/52(b)

    355       309,227  

Wisconsin Health & Educational Facilities Authority, Refunding RB

   

4.00%, 12/01/46

    1,145       1,081,850  

4.00%, 01/01/47

    1,300       926,792  

4.00%, 01/01/57

    350       229,206  
   

 

 

 
      29,858,557  
   

 

 

 

Total Municipal Bonds — 119.6%
(Cost: $563,370,265)

      521,603,877  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(j)

 

Georgia — 1.6%

   

Main Street Natural Gas, Inc., RB, Series B, 5.00%, 12/01/52(a)

    6,508       6,730,117  
   

 

 

 
Nebraska — 0.7%            

Central Plains Energy Project, RB, Series 1, 5.00%, 05/01/53(a)

    3,089       3,202,182  
   

 

 

 
New York — 1.9%            

New York City Housing Development Corp., RB, M/F Housing, Series D-1B, 4.25%, 11/01/45

    9,000       8,443,179  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option
Bond Trusts — 4.2%

 

 
 (Cost: $19,087,239)         18,375,478  
   

 

 

 

Total Long-Term Investments — 124.3%
(Cost: $584,902,504)

       542,234,061  
   

 

 

 
Security  

Shares

    Value  

 

 

Short-Term Securities

   

Money Market Funds — 16.9%

   

BlackRock Liquidity Funds, MuniCash, Institutional Class, 3.57%(k)(l)

    73,862,164      $ 73,862,164  
   

 

 

 

Total Short-Term Securities — 16.9%
(Cost: $73,855,485)

      73,862,164  
   

 

 

 

Total Investments — 141.2%
(Cost: $658,757,989)

       616,096,225  

Other Assets Less Liabilities — 1.4%

      6,019,048  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (2.5)%

 

    (10,981,766

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (40.1)%

 

    (174,934,520
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

   $ 436,198,987  
   

 

 

 

 

(a) 

Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available.

(b) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(c) 

Zero-coupon bond.

(d) 

Step coupon security. Coupon rate will either increase (step-up bond) or decrease (step-down bond) at regular intervals until maturity. Interest rate shown reflects the rate currently in effect.

(e) 

Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(f) 

Issuer filed for bankruptcy and/or is in default.

(g) 

Non-income producing security.

(h) 

U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

(i) 

Rounds to less than 1,000.

(j) 

Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Fund. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

(k) 

Affiliate of the Fund.

(l) 

Annualized 7-day yield as of period end.

 

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the year ended July 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

 

 
Affiliated Issuer  

Value at

07/31/22

   

Purchases

at Cost

   

Proceeds

from Sales

   

Net

Realized

Gain (Loss)

   

Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

07/31/23

   

Shares

Held at

07/31/23

    Income    

Capital Gain 

Distributions 

from 

Underlying 

Funds  

 

 

 

BlackRock Liquidity Funds, MuniCash, Institutional Class

  $ 15,028,412     $ 58,828,823 (a)    $     $ 3,221     $ 1,708     $ 73,862,164       73,862,164     $ 927,137     $  
       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

  (a) 

Represents net amount purchased (sold).

 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  35


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniAssets Fund, Inc. (MUA)

 

Derivative Financial Instruments Categorized by Risk Exposure

For the period ended July 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

               
    

Commodity

Contracts

    

Credit

Contracts

    

Equity

Contracts

    

Foreign

Currency

Exchange

Contracts

    

Interest

Rate

Contracts

    

Other

Contracts

     Total  

Net Realized Gain (Loss) from:

                   

Futures contracts

  $      $      $      $      $   5,124,839      $      $  5,124,839  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

                   

Futures contracts

  $      $      $      $      $ 1,296,586      $      $ 1,296,586  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

   

Futures contracts:

 

Average notional value of contracts — short

  $ 46,238,309  

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 table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

 

         
     Level 1        Level 2      Level 3        Total  

Assets

              

Investments

              

Long-Term Investments

              

Corporate Bonds

  $        $ 2,254,706      $        $ 2,254,706  

Municipal Bonds

             520,519,123        1,084,754          521,603,877  

Municipal Bonds Transferred to Tender Option Bond Trusts

             18,375,478                 18,375,478  

Short-Term Securities

              

Money Market Funds

    73,862,164                          73,862,164  
 

 

 

      

 

 

    

 

 

      

 

 

 
  $  73,862,164        $  541,149,307      $  1,084,754        $  616,096,225  
 

 

 

      

 

 

    

 

 

      

 

 

 

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

  $        $ (10,896,731    $        $ (10,896,731

VRDP Shares at Liquidation Value

             (175,000,000               (175,000,000
 

 

 

      

 

 

    

 

 

      

 

 

 
  $    —        $  (185,896,731    $    —        $  (185,896,731
 

 

 

      

 

 

    

 

 

      

 

 

 

See notes to financial statements.

 

 

36  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Municipal Bonds

   

Alabama(a) — 3.2%

   

Black Belt Energy Gas District, RB 4.00%, 10/01/52

  $ 2,425     $ 2,394,004  

Series A, 5.25%, 01/01/54

    3,250       3,429,198  

Black Belt Energy Gas District, Refunding RB, Series D-1, 5.50%, 06/01/49

    3,365       3,542,356  

Energy Southeast A Cooperative District, RB,
Series A-1, 5.50%, 11/01/53

    6,370       6,846,024  

Southeast Energy Authority A Cooperative District, RB

   

Series A, 4.00%, 11/01/51

    8,540       8,412,045  

Series A, 5.25%, 01/01/54

    2,905       3,082,835  

Series A-1, 5.50%, 01/01/53

    3,315       3,558,082  
   

 

 

 
      31,264,544  
Arizona — 3.8%            

Arizona Industrial Development Authority, RB
4.38%, 07/01/39(b)

    1,015       883,223  

Series A, 3.55%, 07/15/29

    1,010       938,653  

Series A, 5.00%, 07/01/49(b)

    965       853,721  

Series A, 4.00%, 02/01/50

     10,000       9,383,910  

Series A, 5.00%, 07/01/54(b)

    745       644,464  

Series B, 4.25%, 07/01/27(b)

    265       258,364  

City of Phoenix Civic Improvement Corp., ARB, Series B, AMT, Junior Lien, 5.00%, 07/01/36

    4,000       4,272,064  

Industrial Development Authority of the City of Phoenix Arizona, RB, Series A, 5.75%, 07/01/24(b)

    165       165,241  

Industrial Development Authority of the County of Pima, RB, 5.00%, 07/01/29(b)

    300       297,859  

Industrial Development Authority of the County of Pima, Refunding RB, 5.00%, 06/15/49(b)

    950       839,300  

Maricopa County Industrial Development Authority, RB

   

6.38%, 07/01/58(b)

    1,050       1,055,669  

Series 2019F, 4.00%, 01/01/45

    3,130       3,028,469  

Maricopa County Industrial Development Authority, Refunding RB

   

5.00%, 07/01/54(b)

    820       731,923  

Series A, 5.00%, 09/01/32

    1,000       1,071,171  

Series A, 5.00%, 09/01/33

    800       854,588  

Series A, 5.00%, 09/01/34

    1,000       1,063,687  

Series A, 5.00%, 01/01/38

    3,000       3,119,772  

Phoenix-Mesa Gateway Airport Authority, ARB

   

AMT, 5.00%, 07/01/27

    700       700,374  

AMT, 5.00%, 07/01/32

    1,925       1,926,105  

Salt River Project Agricultural Improvement & Power District, Refunding RB, Series A, 4.00%, 01/01/45

    4,970       4,975,308  
   

 

 

 
       37,063,865  
Arkansas — 0.9%            

Arkansas Development Finance Authority, RB, Series A, AMT, 4.50%, 09/01/49(b)

    2,245       2,036,776  

City of Springdale Arkansas Sales & Use Tax Revenue, RB, Series B, (BAM), 4.13%, 08/01/47

    4,345       4,236,062  

University of Arkansas, Refunding RB, 5.00%, 03/01/31

    2,315       2,385,538  
   

 

 

 
      8,658,376  
California — 13.5%            

California Community Housing Agency, RB, M/F Housing, 3.00%, 08/01/56(b)

    215       141,213  
Security  

Par

(000)

    Value  
California (continued)            

California Enterprise Development Authority, RB, 8.00%, 11/15/62(b)

  $ 1,450     $ 1,420,260  

California Municipal Finance Authority, RB

   

Series A, 4.00%, 10/01/29(b)

    420       395,179  

Series A, 3.00%, 02/01/46

    485       352,233  

California School Finance Authority, RB, 5.00%, 08/01/42(b)

    875       879,254  

California State Public Works Board, RB

   

Series I, 5.50%, 11/01/30

    4,500       4,526,487  

Series I, 5.50%, 11/01/33

    2,000       2,011,766  

City of Campbell California, GO, Election 2018, 4.00%, 09/01/50

    3,025       3,028,521  

City of Los Angeles Department of Airports, ARB, AMT, 5.00%, 05/15/47

    4,000       4,250,024  

City of Los Angeles Department of Airports, Refunding ARB

   

Series A, AMT, 5.00%, 05/15/36

    5,650       6,154,246  

AMT, Subordinate, 5.00%, 11/15/31(c)

    530       602,059  

AMT, Subordinate, 5.00%, 05/15/37

    9,470       10,343,200  

AMT, Subordinate, 4.00%, 05/15/41

    6,810       6,775,507  

County of Santa Barbara California, COP, Series B, AMT, 5.25%, 12/01/33

     10,330       11,533,259  

CSCDA Community Improvement Authority, RB, M/F Housing(b)

   

5.00%, 09/01/37

    180       176,999  

4.00%, 10/01/56

    600       494,923  

4.00%, 12/01/56

    300       212,795  

Series A, 4.00%, 06/01/58

    3,585       2,791,708  

Senior Lien, 3.13%, 06/01/57

    1,005       688,029  

Series A, Senior Lien, 4.00%, 12/01/58

    3,880       2,987,600  

Golden State Tobacco Securitization Corp., Refunding RB, Series A-1, 5.00%, 06/01/28(c)

    10,285       11,455,577  

Los Angeles Department of Water & Power, Refunding RB, Series C, 5.00%, 07/01/52

    5,715       6,236,311  

Manteca Financing Authority, RB, Series A, (AGC-ICC), 5.75%, 12/01/36

    3,285       3,291,058  

Regents of the University of California Medical Center Pooled Revenue, RB, Series P, 4.00%, 05/15/53

    6,155       5,797,345  

Riverside County Transportation Commission, Refunding RB, Class B1, Senior Lien, 4.00%, 06/01/46

    1,870       1,797,349  

San Francisco City & County Airport Comm-San Francisco International Airport, Refunding ARB

   

Series A, AMT, 5.25%, 05/01/33

    6,370       6,375,166  

Series A, AMT, 5.00%, 05/01/44

    3,430       3,447,829  

Series A, AMT, 5.00%, 05/01/47

    7,855       8,080,234  

Series E, AMT, 5.00%, 05/01/40

    3,335       3,556,097  

Santa Cruz County Capital Financing Authority, RB, Series A, 4.00%, 06/01/46

    3,990       3,973,829  

State of California, GO, 5.50%, 04/01/28

    15       15,024  

State of California, Refunding GO
4.00%, 03/01/36

    10,775       11,269,572  

4.00%, 09/01/42

    5,000       5,099,330  
   

 

 

 
       130,159,983  
Colorado — 1.9%            

City & County of Denver Colorado Airport System Revenue, ARB

   

Series A, AMT, 5.50%, 11/15/28

    2,700       2,713,927  

Series A, AMT, 5.50%, 11/15/30

    1,040       1,045,393  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  37


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Colorado (continued)            

City & County of Denver Colorado Airport System Revenue, ARB (continued)

   

Series A, AMT, 5.50%, 11/15/31

  $ 1,250     $ 1,256,500  

City & County of Denver Colorado Airport System Revenue, Refunding ARB

   

Series A, AMT, 4.13%, 11/15/53

    2,185       2,016,646  

Series D, AMT, 5.75%, 11/15/45

    1,315       1,482,069  

Colorado Health Facilities Authority, RB
5.25%, 11/01/39

    1,000       1,081,963  

5.50%, 11/01/47

    620       663,613  

5.25%, 11/01/52

    1,555       1,650,608  

Colorado Health Facilities Authority, Refunding RB, Series A, 5.00%, 05/15/52

    4,300       4,562,124  

Mayfield Metropolitan District, GO, Series A, 5.75%, 12/01/50

    1,190       1,166,345  

Park Creek Metropolitan District, Refunding RB, Series A, Senior Lien, 5.00%, 12/01/34

    500       517,944  

Thompson Crossing Metropolitan District No. 4, Refunding GO, 3.50%, 12/01/29

    515       461,589  
   

 

 

 
      18,618,721  
Connecticut — 2.3%            

Connecticut Housing Finance Authority, Refunding RB, Series C-2, AMT, 2.20%, 11/15/34

    1,190       1,023,819  

Connecticut State Health & Educational Facilities Authority, RB

   

5.25%, 07/15/48

     2,860       3,128,994  

4.25%, 07/15/53

    765       739,735  

Series A, 5.00%, 01/01/30(b)

    130       125,379  

Series A-1, 5.00%, 10/01/54(b)

    235       175,400  

Connecticut State Health & Educational Facilities Authority, Refunding RB

   

5.00%, 12/01/45

    5,000       5,125,640  

Series G-1, 5.00%, 07/01/27(b)

    100       100,430  

Series G-1, 5.00%, 07/01/28(b)

    100       100,201  

Series G-1, 5.00%, 07/01/29(b)

    100       99,934  

Series G-1, 5.00%, 07/01/30(b)

    100       99,544  

Series G-1, 5.00%, 07/01/32(b)

    150       148,495  

Series G-1, 5.00%, 07/01/34(b)

    125       123,402  

State of Connecticut, GO

   

Series A, 5.00%, 04/15/30

    5,000       5,499,520  

Series A, 5.00%, 04/15/31

    4,000       4,400,648  

Series C, 4.00%, 06/15/39

    300       306,491  

Series C, 4.00%, 06/15/41

    300       304,185  

Series C, 5.00%, 06/15/42

    635       706,346  
   

 

 

 
       22,208,163  
Delaware — 0.4%            

County of Kent Delaware, RB

   

Series A, 5.00%, 07/01/29

    880       885,836  

Series A, 5.00%, 07/01/30

    1,030       1,033,971  

Series A, 5.00%, 07/01/31

    750       751,889  

Series A, 5.00%, 07/01/32

    375       375,359  

Series A, 5.00%, 07/01/33

    1,190       1,190,615  
   

 

 

 
      4,237,670  
District of Columbia — 0.1%            

District of Columbia, RB, Series A, AMT, 5.50%, 02/28/37

    880       941,038  
   

 

 

 
Security  

Par

(000)

    Value  
Florida — 10.2%            

Brevard County Health Facilities Authority, Refunding RB

   

Series A, 5.00%, 04/01/47

  $ 2,035     $  2,116,854  

Series A, 5.00%, 04/01/52

    710       736,825  

Capital Region Community Development District, Refunding SAB, Series A-1, 4.63%, 05/01/28

    500       502,100  

Capital Trust Agency, Inc., RB(b)
5.00%, 01/01/55

    945       729,391  

Series A, 4.00%, 06/15/29

    540       502,314  

Series A, 5.00%, 06/01/45

    850       754,215  

Series A, 5.50%, 06/01/57

    305       276,867  

Central Florida Expressway Authority, Refunding RB, Senior Lien, 4.00%, 07/01/41

    10,000       9,940,680  

Charlotte County Industrial Development Authority, RB, AMT, 5.00%, 10/01/29(b)

    895       916,416  

City of Tampa Florida Water & Wastewater System Revenue, RB, Series A, 5.25%, 10/01/57

     20,000       22,144,000  

County of Lee Florida Airport Revenue, ARB, Series B, AMT, 5.00%, 10/01/46

    3,230       3,381,306  

County of Miami-Dade Florida Transit System, RB, Series A, 4.00%, 07/01/46

    3,000       2,928,702  

County of Miami-Dade Seaport Department, ARB(c)

   

Series B, AMT, 6.00%, 10/01/23

    8,835       8,865,233  

Series B, AMT, 6.25%, 10/01/23

    1,405       1,410,373  

County of Miami-Dade Seaport Department, Refunding RB

   

Series A, AMT, 5.25%, 10/01/52

    2,470       2,601,451  

Series B-1, AMT, Subordinate, 4.00%, 10/01/46

    5,500       5,247,286  

County of Osceola Florida Transportation Revenue, Refunding RB, CAB(d)

   

Series A-2, 0.00%, 10/01/28

    500       412,918  

Series A-2, 0.00%, 10/01/29

    800       635,642  

County of Pasco Florida, RB, (AGM), 5.75%, 09/01/54

    715       801,800  

Escambia County Health Facilities Authority, Refunding RB

   

5.00%, 08/15/33

    1,400       1,471,953  

5.00%, 08/15/34

    1,240       1,297,571  

Esplanade Lake Club Community Development District, SAB

   

Series A-1, 3.63%, 11/01/30

    370       349,298  

Series A-1, 4.00%, 11/01/40

    1,080       935,913  

Series A-1, 4.13%, 11/01/50

    385       310,715  

Series A-2, 3.63%, 11/01/30

    160       151,049  

Series A-2, 4.00%, 11/01/40

    200       173,317  

Series A-2, 4.13%, 11/01/50

    235       189,657  

Florida Development Finance Corp., RB(b)
6.50%, 06/30/57

    1,270       1,239,044  

AMT, 5.00%, 05/01/29

    3,080       2,913,027  

Florida Development Finance Corp., Refunding RB(b)
5.00%, 06/01/31

    450       426,133  

Series C, 5.00%, 09/15/50

    475       381,318  

Harbor Bay Community Development District, Refunding SAB, Series A-2, 3.30%, 05/01/29

    960       918,765  

Harbor Bay Community Development District, SAB, Series A-1, 3.30%, 05/01/29

    590       564,688  

Hills of Minneola Community Development District, SAB, 3.50%, 05/01/31(b)

    1,100       1,017,943  

Hillsborough County Aviation Authority, Refunding RB(c)

   

Sub-Series A, AMT, 5.25%, 10/01/23

    3,255       3,262,386  
 

 

 

38  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Florida (continued)            

Hillsborough County Aviation Authority, Refunding RB(c) (continued)

   

Sub-Series A, AMT, 5.50%, 10/01/23

  $ 5,360     $ 5,374,033  

Lakewood Ranch Stewardship District, SAB
3.60%, 05/01/24

    90       89,450  

4.30%, 05/01/27(b)

    425       423,525  

3.80%, 05/01/29

    540       526,169  

Lee County Housing Finance Authority, RB, S/F Housing, Series A-2, AMT, (FHLMC, FNMA, GNMA), 6.00%, 09/01/40

    75       75,029  

Miami-Dade County Educational Facilities Authority, Refunding RB, Series A, 5.00%, 04/01/32

     5,020       5,164,446  

Midtown Miami Community Development District, Refunding SAB, Series A, 4.25%, 05/01/24

    240       239,570  

Osceola Chain Lakes Community Development District, SAB, 3.50%, 05/01/30

    350       333,141  

Seminole Improvement District, RB
5.00%, 10/01/32

    265       261,405  

5.30%, 10/01/37

    300       297,671  

Southern Groves Community Development District No. 5, Refunding SAB, 3.25%, 05/01/29

    290       277,067  

Sterling Hill Community Development District, Refunding SAB, Series B, 5.50%, 11/01/10(e)(f)

    142       68,422  

Talavera Community Development District, SAB
3.50%, 05/01/25

    190       187,836  

3.85%, 05/01/30

    540       519,047  

Tolomato Community Development District, Refunding SAB, Sub-Series A-2, 3.85%, 05/01/29

    180       175,691  

Viera Stewardship District, SAB, Series 2023, 5.50%, 05/01/54

    910       903,940  

Village Community Development District No. 14, SAB, 5.50%, 05/01/53

    2,020       2,079,400  

Village Community Development District No. 15, SAB, 5.25%, 05/01/54(b)

    840       850,364  
   

 

 

 
       98,353,356  
Georgia — 2.7%            

East Point Business & Industrial Development Authority, RB, Series A, 5.25%, 06/15/62(b)

    740       662,923  

Georgia Ports Authority, ARB, 4.00%, 07/01/47

    2,500       2,472,240  

Main Street Natural Gas, Inc., RB

   

Series A, 5.00%, 05/15/35

    5,000       5,209,580  

Series A, 5.00%, 05/15/49

    860       851,500  

Series A, 5.00%, 06/01/53(a)

    8,750       9,084,696  

Series C, 5.00%, 09/01/53(a)

    4,345       4,570,649  

Municipal Electric Authority of Georgia, RB, Series A, 5.00%, 07/01/52

    3,160       3,234,630  
   

 

 

 
      26,086,218  
Hawaii — 0.9%            

State of Hawaii Airports System Revenue, ARB, Series A, AMT, 5.00%, 07/01/43

    5,000       5,160,185  

State of Hawaii Airports System Revenue, COP

   

AMT, 5.25%, 08/01/25

    1,350       1,350,805  

AMT, 5.25%, 08/01/26

    2,500       2,501,525  
   

 

 

 
      9,012,515  
Security  

Par

(000)

    Value  
Idaho — 1.6%            

Idaho Health Facilities Authority, RB
4.00%, 12/01/43

  $  8,170     $ 7,893,707  

Series A, 5.00%, 12/01/47

    5,000       5,146,595  

Idaho Housing & Finance Association, Refunding RB

   

(GTD), 4.00%, 05/01/42

    1,160       1,113,991  

(GTD), 4.00%, 05/01/52

    905       801,781  
   

 

 

 
       14,956,074  
Illinois — 15.2%            

Chicago Board of Education, GO

   

Series A, 5.00%, 12/01/34

    2,825       2,941,189  

Series A, 5.00%, 12/01/40

    720       727,997  

Series A, 5.00%, 12/01/47

    1,915       1,887,556  

Chicago Board of Education, Refunding GO

   

Series A, 5.00%, 12/01/30

    495       513,803  

Series C, 5.00%, 12/01/26

    4,730       4,797,658  

Series D, 5.00%, 12/01/26

    4,185       4,244,862  

Chicago Midway International Airport, Refunding RB

   

Series A, AMT, 2nd Lien, 5.50%, 01/01/30

    6,500       6,504,868  

Series A, AMT, 2nd Lien, 5.00%, 01/01/32

    5,000       5,022,090  

Series A, AMT, 2nd Lien, 5.50%, 01/01/32

    7,775       7,780,847  

Series A, AMT, 2nd Lien, 5.00%, 01/01/41

    8,020       8,043,226  

Chicago O’Hare International Airport, ARB

   

Class A, AMT, Senior Lien, 5.50%, 01/01/55

    4,360       4,677,896  

Series D, Senior Lien, 5.25%, 01/01/42

    2,630       2,751,932  

Chicago O’Hare International Airport, Refunding RB

   

Series B, 5.00%, 01/01/32

    3,745       3,841,909  

Series A, Senior Lien, 4.00%, 01/01/37

    3,820       3,878,217  

Series B, Senior Lien, 5.00%, 01/01/37

    3,460       3,651,542  

Series E, Senior Lien, (AGM), 4.00%, 01/01/40

    5,000       5,077,910  

Chicago Transit Authority Sales Tax Receipts Fund, Refunding RB

   

Series A, 2nd Lien, 5.00%, 12/01/57

    1,000       1,041,178  

Series A, Senior Lien, 4.00%, 12/01/49

    6,190       5,545,900  

City of Chicago Illinois Wastewater Transmission Revenue, RB, Series A, 2nd Lien, (AGM), 5.25%, 01/01/53

    1,165       1,271,871  

City of Chicago Illinois Waterworks Revenue, RB, Series A, 2nd Lien, (AGM), 5.25%, 11/01/53

    1,975       2,143,776  

Cook County Community College District No. 508, GO, 5.13%, 12/01/38

    1,000       1,001,978  

Illinois Finance Authority, RB

   

Series A, 5.00%, 02/15/28

    810       823,738  

Series A, 5.00%, 02/15/29

    400       408,086  

Series A, 5.00%, 02/15/30

    500       510,134  

Series A, 5.00%, 02/15/31

    500       510,154  

Series A, 5.00%, 02/15/32

    500       510,176  

Illinois Finance Authority, Refunding RB
5.00%, 03/01/30

    550       573,465  

Series A, 4.00%, 07/15/47

    5,000       4,774,095  

Illinois Housing Development Authority, RB, S/F Housing, Series G, (FHLMC, FNMA, GNMA), 4.65%, 10/01/37

    1,455       1,491,870  

Illinois State Toll Highway Authority, RB

   

Series A, 5.00%, 01/01/34

    4,140       4,145,705  

Series A, 5.00%, 01/01/40

    5,000       5,124,260  

Series A, 5.00%, 01/01/45

    2,500       2,677,983  

Series A, 4.00%, 01/01/46

    9,770       9,535,305  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  39


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

(Percentages shown are based on Net Assets)

 

Security   Par (000)     Value  

Illinois (continued)

   

Illinois State Toll Highway Authority, Refunding RB, Series A, 5.00%, 12/01/31

  $  4,220     $ 4,425,396  

Metropolitan Pier & Exposition Authority, Refunding RB

   

5.00%, 12/15/28

    1,200       1,273,488  

4.00%, 06/15/50

    2,725       2,516,265  

State of Illinois, GO
5.00%, 04/01/31

    1,000       1,006,702  

5.00%, 05/01/31

    5,010       5,040,125  

5.00%, 11/01/34

    5,000       5,144,470  

5.50%, 05/01/39

    3,500       3,790,671  

5.75%, 05/01/45

    2,000       2,183,436  

Series A, 5.50%, 03/01/42

    6,000       6,513,954  

Series A, 5.50%, 03/01/47

    5,500       5,964,612  

Series D, 5.00%, 11/01/28

    350       372,930  

State of Illinois, Refunding GO, Series B, 5.00%, 10/01/27

    120       127,436  
   

 

 

 
       146,792,661  

Indiana — 0.5%

   

Indiana Finance Authority, RB

   

Series A, 5.00%, 06/01/41

    550       490,531  

Series A, 5.00%, 06/01/51

    405       337,732  

Series A, 5.00%, 06/01/56

    360       294,050  

Indiana Finance Authority, Refunding RB, Series A, 4.13%, 12/01/26

    1,270       1,258,116  

Indianapolis Local Public Improvement Bond Bank, RB

   

5.25%, 02/01/48

    975       1,082,326  

4.13%, 02/01/52

    1,035       993,889  
   

 

 

 
      4,456,644  
Iowa — 0.9%            

Iowa Finance Authority, Refunding RB, Series C, 4.13%, 02/15/35

    7,500       7,522,687  

Iowa Student Loan Liquidity Corp., Refunding RB, Series A, AMT, 5.00%, 12/01/26

    775       799,971  
   

 

 

 
      8,322,658  
Kansas — 0.2%            

Ellis County Unified School District No. 489 Hays, Refunding GO, Series B, (AGM), 4.00%, 09/01/52

    2,000       1,954,680  
   

 

 

 
Kentucky — 1.3%            

City of Henderson Kentucky, RB, Series A, AMT, 4.70%, 01/01/52(b)

    285       272,583  

County of Boyle Kentucky, Refunding RB, Series A, 4.25%, 06/01/46

    810       774,368  

Kentucky Public Energy Authority, RB(a)

   

Series A-1, 4.00%, 08/01/52

    8,940       8,762,461  

Series C, 4.00%, 02/01/50

    2,500       2,469,372  
   

 

 

 
      12,278,784  
Louisiana — 0.8%            

Lafayette Parish School Board Sale Tax Revenue, RB
4.00%, 04/01/48

    940       921,432  

4.00%, 04/01/53

    595       579,666  

Louisiana Stadium & Exposition District, Refunding RB, Series A, 5.00%, 07/01/48

    4,405       4,723,292  

New Orleans Aviation Board, ARB, Series A, 5.00%, 01/01/33

    1,000       1,020,431  
   

 

 

 
      7,244,821  
Security  

Par

(000)

    Value  
Maryland — 1.1%            

City of Baltimore Maryland, RB, 5.00%, 06/01/51

  $ 820     $ 764,743  

City of Baltimore Maryland, Refunding TA(b)

   

Series A, Senior Lien, 2.95%, 06/01/27

    175       164,927  

Series A, Senior Lien, 3.05%, 06/01/28

    190       176,751  

Series A, Senior Lien, 3.15%, 06/01/29

    200       183,981  

City of Baltimore Maryland, TA, Series B, 3.38%, 06/01/29(b)

    285       265,406  

Maryland Economic Development Corp., RB, Class B, AMT, 5.25%, 06/30/47

     2,500       2,600,645  

Maryland Economic Development Corp., Refunding RB

   

Series A, 5.00%, 06/01/29

    1,835       1,935,459  

Series A, 5.00%, 06/01/30

    1,015       1,070,728  

Series A, 5.00%, 06/01/31

    1,000       1,054,389  

Series A, 5.00%, 06/01/32

    1,000       1,054,087  

Maryland Health & Higher Educational Facilities Authority, RB, 6.25%, 07/01/63(b)

    1,655       1,662,797  
   

 

 

 
       10,933,913  
Massachusetts — 4.6%            

Commonwealth of Massachusetts Transportation Fund Revenue, RB, Class A, Sustainability Bonds, 4.00%, 06/01/50

    8,000       7,751,048  

Commonwealth of Massachusetts, GO

   

Series D, 4.00%, 02/01/46

    5,000       4,987,000  

Series E, 5.00%, 11/01/48

    2,015       2,202,022  

Massachusetts Development Finance Agency, RB, Series A, 5.00%, 01/01/47

    4,610       4,616,509  

Massachusetts Development Finance Agency, Refunding RB

   

5.00%, 07/01/29

    2,700       2,835,937  

5.00%, 07/01/30

    3,125       3,278,856  

5.00%, 07/01/41

    4,710       4,856,019  

Series A, 5.00%, 01/01/31

    1,730       1,750,402  

Series FF, 4.00%, 10/01/46

    1,360       1,336,131  

Massachusetts Educational Financing Authority, RB, AMT, 5.00%, 01/01/27

    1,000       1,011,118  

Massachusetts Housing Finance Agency, Refunding RB, Series G, 3.45%, 12/01/30

    3,100       3,084,401  

Massachusetts Port Authority, ARB, Series E, AMT, 5.00%, 07/01/51

    215       224,554  

Massachusetts School Building Authority, RB, Sub-Series B, 4.00%, 02/15/42

    6,200       6,178,474  
   

 

 

 
      44,112,471  
Michigan — 3.1%            

City of Detroit Michigan Water Supply System Revenue, RB, Series B, 2nd Lien, (AGM), 6.25%, 07/01/36

    10       10,021  

City of Detroit Michigan, GO
5.00%, 04/01/26

    265       272,304  

5.00%, 04/01/27

    210       217,348  

5.00%, 04/01/28

    235       244,391  

5.00%, 04/01/29

    235       243,628  

5.00%, 04/01/30

    180       186,010  

5.00%, 04/01/31

    265       273,222  

5.00%, 04/01/32

    225       231,473  

5.00%, 04/01/33

    295       303,029  

City of Lansing Michigan, Refunding GO

   

Series B, (AGM), 4.13%, 06/01/48

    1,825       1,779,127  

Series B, (AGM), 5.00%, 06/01/48

    2,830       3,073,782  
 

 

 

40  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Michigan (continued)            

Michigan Finance Authority, RB
4.00%, 02/15/47

  $ 4,500     $ 4,245,431  

4.00%, 02/15/50

    9,705       9,084,249  

Michigan Finance Authority, Refunding RB, Series C-3, Senior Lien, (AGM), 5.00%, 07/01/31

    4,000       4,068,056  

Michigan Strategic Fund, RB

   

AMT, 5.00%, 06/30/33

    2,415       2,529,739  

AMT, 5.00%, 12/31/33

    2,000       2,091,732  

Michigan Strategic Fund, Refunding RB
5.00%, 11/15/29

    440       438,754  

5.00%, 11/15/34

    490       478,327  
   

 

 

 
       29,770,623  
Minnesota — 0.8%            

City of Minneapolis Minnesota, Refunding RB, Series A, 5.00%, 11/15/33

    2,370       2,518,879  

Duluth Economic Development Authority, Refunding RB

   

Series A, 5.00%, 02/15/33

    1,000       1,064,465  

Series A, 5.00%, 02/15/34

    1,185       1,257,116  

Housing & Redevelopment Authority of The City of St. Paul Minnesota, RB, Series A, 4.75%, 07/01/29(b)

    200       195,683  

Minnesota Higher Education Facilities Authority, RB, Series A, 5.00%, 10/01/47

     2,420       2,566,768  
   

 

 

 
      7,602,911  
Mississippi — 1.3%            

Mississippi Development Bank, RB

   

(AGM), 6.75%, 12/01/31

    3,775       3,809,337  

(AGM), 6.75%, 12/01/33

    2,350       2,371,016  

(AGM), 6.88%, 12/01/40

    6,405       6,459,699  
   

 

 

 
      12,640,052  
Missouri — 0.5%            

Industrial Development Authority of the City of St. Louis Missouri, Refunding RB, Series A, 3.88%, 11/15/29

    325       273,705  

Kansas City Industrial Development Authority, ARB, Class B, AMT, 5.00%, 03/01/54

    2,840       2,904,775  

St Louis County Industrial Development Authority, Refunding RB
5.00%, 09/01/27

    360       355,587  

5.00%, 09/01/32

    1,015       955,326  
   

 

 

 
      4,489,393  
Nebraska — 0.1%            

Douglas County Hospital Authority No. 3, Refunding RB, 5.00%, 11/01/30

    800       830,154  
   

 

 

 
Nevada — 0.8%            

City of Las Vegas Nevada Special Improvement District No. 814, SAB
3.50%, 06/01/28

    155       151,647  

3.25%, 06/01/30

    345       323,386  

County of Clark Department of Aviation, Refunding RB, Series A-2, Sub Lien, 5.00%, 07/01/33

    5,000       5,096,065  

Tahoe-Douglas Visitors Authority, RB, 5.00%, 07/01/51

    1,890       1,815,073  
   

 

 

 
      7,386,171  
Security  

Par

(000)

    Value  
New Hampshire — 0.1%            

New Hampshire Business Finance Authority, Refunding RB, Series A, AMT, 4.00%, 11/01/27(b)

  $ 795     $ 766,316  
   

 

 

 
New Jersey — 13.9%            

Camden County Improvement Authority, RB, 6.00%, 06/15/47

    940       986,606  

New Jersey Economic Development Authority, ARB, AMT, 5.13%, 09/15/23

    1,655       1,653,765  

New Jersey Economic Development Authority, RB
5.00%, 11/01/44

     10,500        11,119,972  

AMT, 5.50%, 01/01/26

    1,500       1,504,878  

AMT, 5.50%, 01/01/27

    1,000       1,003,304  

AMT, (AGM), 5.00%, 01/01/31

    2,425       2,434,363  

AMT, 5.38%, 01/01/43

    7,000       7,016,611  

New Jersey Economic Development Authority, Refunding ARB

   

AMT, 5.00%, 10/01/26

    2,135       2,190,296  

AMT, 5.00%, 10/01/27

    1,680       1,741,515  

New Jersey Economic Development Authority, Refunding RB, Series BBB, 5.50%, 12/15/26(c)

    1,750       1,896,851  

New Jersey Educational Facilities Authority, RB, 5.00%, 06/15/28

    10,000       10,133,960  

New Jersey Health Care Facilities Financing Authority, RB, 4.00%, 07/01/51

    6,110       5,904,918  

New Jersey Higher Education Student Assistance Authority, Refunding RB

   

Series B, AMT, 5.00%, 12/01/27

    1,000       1,067,297  

Series B, AMT, 5.00%, 12/01/28

    1,000       1,066,363  

Series B, AMT, 4.00%, 12/01/41

    4,820       4,751,137  

New Jersey Housing & Mortgage Finance Agency, Refunding RB

   

Series BB, AMT, 3.65%, 04/01/28

    3,840       3,814,153  

Series BB, AMT, 3.70%, 10/01/28

    2,975       2,955,422  

New Jersey Transportation Trust Fund Authority, RB

   

Series A, 5.00%, 06/15/30

    2,000       2,102,880  

Series AA, 5.25%, 06/15/32

    2,250       2,330,048  

Series AA, 5.00%, 06/15/35

    3,000       3,234,765  

Series AA, 4.00%, 06/15/39

    4,000       3,953,360  

Series C, 5.25%, 06/15/32

    10,000       10,257,010  

New Jersey Transportation Trust Fund Authority, Refunding RB

   

Series A, 5.00%, 06/15/30

    1,695       1,782,313  

Series A, 5.00%, 12/15/33

    2,285       2,479,933  

Series A, 5.00%, 06/15/37

    2,115       2,354,930  

Series A, 5.25%, 06/15/42

    850       945,129  

Series AA, 4.25%, 06/15/44

    2,000       1,999,896  

New Jersey Turnpike Authority, RB

   

Series A, 4.00%, 01/01/42

    2,000       2,012,048  

Series B, 5.00%, 01/01/46

    9,105       10,006,022  

Newark Housing Authority, RB, M/F Housing, Series A, 5.00%, 12/01/25

    1,345       1,350,441  

South Jersey Port Corp., ARB

   

Series B, AMT, 5.00%, 01/01/29

    250       258,556  

Series B, AMT, 5.00%, 01/01/30

    200       206,438  

Series B, AMT, 5.00%, 01/01/31

    350       361,800  

Series B, AMT, 5.00%, 01/01/32

    425       438,355  

Tobacco Settlement Financing Corp., Refunding RB

   

Series A, 5.00%, 06/01/33

    220       236,055  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  41


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
New Jersey (continued)            

Tobacco Settlement Financing Corp., Refunding RB (continued)

   

Series A, 5.00%, 06/01/34

  $ 12,000     $ 12,853,968  

Sub-Series B, 5.00%, 06/01/46

    13,980       13,954,249  
   

 

 

 
       134,359,607  
New Mexico — 0.4%            

Albuquerque Bernalillo County Water Utility Authority, Refunding RB, 4.00%, 07/01/33

    2,510       2,571,578  

City of Santa Fe New Mexico, RB

   

Series A, 5.00%, 05/15/34

    170       157,931  

Series A, 5.00%, 05/15/44

    820       709,503  
   

 

 

 
      3,439,012  
New York — 26.9%            

Buffalo & Erie County Industrial Land Development Corp., Refunding RB

   

Series A, 4.50%, 06/01/27

    1,400       1,413,049  

Series A, 5.00%, 06/01/35

    415       427,115  

Build NYC Resource Corp., RB, Series A, 4.88%, 05/01/31(b)

    385       375,338  

Build NYC Resource Corp., Refunding RB, 5.00%, 08/01/35

    665       691,244  

City of New York, GO

   

Series A-1, 4.00%, 09/01/46

    2,630       2,571,262  

Series B, 5.25%, 10/01/39

    1,750       2,001,816  

Series B, 5.25%, 10/01/40

    1,340       1,528,649  

Series F-1, 4.00%, 03/01/47

    3,645       3,584,799  

Series I, 5.00%, 03/01/32

    7,000       7,074,039  

Hudson Yards Infrastructure Corp., Refunding RB, Series A, (AGM), 4.00%, 02/15/47

     25,165       24,699,976  

Huntington Local Development Corp., RB, Series A, 5.00%, 07/01/36

    940       822,649  

Metropolitan Transportation Authority, RB

   

Series A-1, 5.25%, 11/15/39

    7,005       7,033,062  

Series B, 5.25%, 11/15/38

    3,145       3,179,925  

Series C, 5.00%, 11/15/38

    4,450       4,452,447  

Sub-Series A-1, 5.00%, 11/15/40

    2,355       2,383,001  

Metropolitan Transportation Authority, Refunding RB, Series A, 4.00%, 11/15/51

    2,250       2,188,931  

Monroe County Industrial Development Corp., Refunding RB, Series A, 4.00%, 07/01/50

    4,365       4,179,300  

New York City Housing Development Corp., RB, M/F Housing, Sustainability Bonds, 4.80%, 02/01/53

    2,270       2,298,044  

New York City Municipal Water Finance Authority, RB

   

Series AA-1, 5.25%, 06/15/52

    1,805       2,016,176  

Series CC-1, 5.00%, 06/15/52

    5,400       5,850,592  

New York City Municipal Water Finance Authority, Refunding RB

   

Series DD, 4.13%, 06/15/46

    5,000       4,996,915  

Series DD, 4.13%, 06/15/47

    2,500       2,503,798  

New York City Transitional Finance Authority Building Aid Revenue, RB

   

Series S-1, Subordinate, (SAW), 4.00%, 07/15/45

    5,000       4,979,295  

Series S-3, Subordinate, (SAW), 5.25%, 07/15/45

    6,625       7,108,155  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB

   

Series B-1, 5.00%, 08/01/36

    9,445       10,017,169  

Series E-1, 4.00%, 02/01/49

    2,915       2,822,498  

Subordinate, 4.00%, 05/01/43

    19,900       19,697,776  

Series A-1, Subordinate, 4.00%, 08/01/48

    3,795       3,706,751  

Series F-1, Subordinate, 5.00%, 02/01/47

    2,690       2,897,676  
Security  

Par

(000)

    Value  
New York (continued)            

New York Convention Center Development Corp., RB, CAB, Class B, Sub Lien, 0.00%, 11/15/40(d)

  $ 7,650     $ 3,288,781  

New York Liberty Development Corp., Refunding RB
3.13%, 09/15/50

    1,535       1,204,926  

Series 1, 5.00%, 11/15/44(b)

    1,730       1,688,411  

Series A, 2.88%, 11/15/46

    1,665       1,217,153  

Series A, 3.00%, 11/15/51

    6,385       4,633,984  

Series A, (BAM-TCRS), 3.00%, 11/15/51

    3,970       2,933,536  

New York Power Authority, RB, (AGM), 4.00%, 11/15/47

    570       555,978  

New York Power Authority, Refunding RB

   

Series A, 4.00%, 11/15/50

    3,000       2,924,283  

Series A, 4.00%, 11/15/55

    9,515       9,241,444  

New York State Dormitory Authority, Refunding RB

   

Series A, 5.00%, 05/01/32

    3,060       3,155,420  

Series A, 5.00%, 07/01/32

    9,000       9,317,601  

Series A, 5.00%, 03/15/36

    5,500       5,869,259  

Series A, 4.00%, 03/15/46

    10,000       9,810,040  

New York State Thruway Authority, Refunding RB, Series A, 4.00%, 03/15/50

    5,000       4,833,860  

New York State Urban Development Corp., RB, Series A, 4.00%, 03/15/49

     11,185       10,850,971  

New York State Urban Development Corp., Refunding RB, Series A, 3.00%, 03/15/40

    8,500       7,410,886  

New York Transportation Development Corp., ARB, AMT, 5.00%, 12/01/40

    1,865       1,955,540  

New York Transportation Development Corp., RB

   

AMT, 4.00%, 10/01/30

    2,775       2,759,210  

AMT, 5.00%, 10/01/35

    1,870       1,957,963  

Port Authority of New York & New Jersey, Refunding ARB

   

Series 223, AMT, 4.00%, 07/15/40

    1,475       1,430,747  

Series 223, AMT, 4.00%, 07/15/41

    1,850       1,810,088  

Series 232, AMT, 4.63%, 08/01/52

    1,290       1,317,105  

Triborough Bridge & Tunnel Authority Sales Tax Revenue, RB, Series A, 4.13%, 05/15/53

    12,245       12,065,390  

Triborough Bridge & Tunnel Authority, RB, Series D-2, Senior Lien, 5.25%, 05/15/47

    3,855       4,293,348  

Triborough Bridge & Tunnel Authority, Refunding RB

   

Series B, 5.00%, 11/15/37

    4,400       4,685,732  

Series C, 5.00%, 05/15/43

    5,200       5,735,881  

Utility Debt Securitization Authority, Refunding RB, Restructured, 5.00%, 12/15/44

    4,290       4,841,896  
   

 

 

 
       259,290,880  
North Carolina — 0.2%            

North Carolina Housing Finance Agency, RB, S/F Housing, (FHLMC, FNMA, GNMA), 5.00%, 07/01/47

    1,860       1,888,971  
   

 

 

 
Ohio — 2.7%            

Buckeye Tobacco Settlement Financing Authority, Refunding RB

   

Series A-2, 4.00%, 06/01/48

    2,710       2,489,046  

Series B-2, Class 2, 5.00%, 06/01/55

    10,865       10,117,477  

Ohio Air Quality Development Authority, RB, AMT, 5.00%, 07/01/49(b)

    2,130       1,953,596  

Ohio Air Quality Development Authority, Refunding RB, 3.25%, 09/01/29

    1,550       1,447,633  

Ohio Housing Finance Agency, RB, S/F Housing, Series C, (FHLMC, FNMA, GNMA), 2.70%, 09/01/46

    5,750       4,551,366  
 

 

 

42  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Ohio (continued)            

State of Ohio, RB, 4.00%, 01/01/46

  $ 6,000     $ 5,809,008  

State of Ohio, Refunding RB, Series A,
4.00%, 01/01/28(c)

    25       26,302  
   

 

 

 
       26,394,428  
Oklahoma — 0.7%            

Oklahoma City Public Property Authority, Refunding RB

   

5.00%, 10/01/28

    1,265       1,316,986  

5.00%, 10/01/29

    1,400       1,457,561  

Oklahoma Development Finance Authority, RB

   

Series B, 5.00%, 08/15/29

    1,200       1,202,821  

Series B, 5.00%, 08/15/33

    1,305       1,298,555  

Oklahoma Water Resources Board, RB, 4.00%, 04/01/48

    1,395       1,370,416  
   

 

 

 
      6,646,339  
Oregon — 0.9%            

Port of Portland Oregon Airport Revenue, Refunding ARB, 29th Series, AMT, 5.50%, 07/01/48

     7,910       8,753,950  
   

 

 

 
Pennsylvania — 2.6%            

Allentown Neighborhood Improvement Zone Development Authority, RB, 5.00%, 05/01/28(b)

    835       851,156  

Bucks County Industrial Development Authority, RB
5.00%, 07/01/35

    1,100       1,042,605  

5.00%, 07/01/36

    1,250       1,177,780  

4.00%, 07/01/46

    245       184,926  

Pennsylvania Economic Development Financing Authority, RB

   

AMT, 5.75%, 06/30/48

    2,365       2,622,269  

AMT, 5.25%, 06/30/53

    3,910       4,096,139  

Pennsylvania Economic Development Financing Authority, Refunding RB, Series A, 4.00%, 02/15/52

    950       887,875  

Pennsylvania Housing Finance Agency, Refunding RB, S/F Housing, Series 142-A, 5.00%, 10/01/50

    1,590       1,644,555  

Pennsylvania Turnpike Commission, RB, Series B, Subordinate, 4.00%, 12/01/51

    3,000       2,771,514  

Pennsylvania Turnpike Commission, Refunding RB 2nd Series,
5.00%, 12/01/30

    2,620       2,810,985  

Sub-Series B-2, 5.00%, 06/01/32

    5,000       5,324,365  

Philadelphia Authority for Industrial Development, RB, 5.25%, 11/01/52

    745       786,388  

School District of Philadelphia, GO, Series A, (SAW), 5.00%, 09/01/32

    1,200       1,299,185  
   

 

 

 
      25,499,742  
Puerto Rico — 5.2%            

Commonwealth of Puerto Rico, GO

   

Series A-1, Restructured, 5.75%, 07/01/31

    2,753       2,998,930  

Series A-1, Restructured, 4.00%, 07/01/35

    675       622,693  

Commonwealth of Puerto Rico, GO, CAB, Series A, Restructured, 0.00%, 07/01/33(d)

    5,621       3,422,503  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB

   

Series A-2, Convertible, Restructured,
4.33%, 07/01/40

    1,919       1,812,215  

Series A-1, Restructured, 4.75%, 07/01/53

    1,069       1,010,082  

Series A-1, Restructured, 5.00%, 07/01/58

    8,412       8,207,370  

Series A-2, Restructured, 4.78%, 07/01/58

    488       459,171  

Series A-2, Restructured, 4.33%, 07/01/40

    12,484       11,807,654  

Series B-1, Restructured, 4.75%, 07/01/53

    749       707,549  
Security  

Par

(000)

    Value  
Puerto Rico (continued)            

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB (continued)

   

Series B-2, Restructured, 4.78%, 07/01/58

  $ 726     $ 683,283  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, CAB(d)

   

Series A-1, Restructured, 0.00%, 07/01/29

    11,890       9,313,497  

Series A-1, Restructured, 0.00%, 07/01/33

    1,464       957,933  

Series A-1, Restructured, 0.00%, 07/01/46

    7,903       2,227,990  

Series B-1, Restructured, 0.00%, 07/01/27

    2,521       2,147,915  

Series B-1, Restructured, 0.00%, 07/01/29

     4,466       3,499,142  
   

 

 

 
       49,877,927  
Rhode Island — 0.3%            

Providence Redevelopment Agency, Refunding RB, Series A, 5.00%, 04/01/29

    1,000       1,013,504  

Rhode Island Health and Educational Building Corp., Refunding RB, 5.00%, 09/01/32

    2,000       2,002,866  
   

 

 

 
      3,016,370  
South Carolina — 1.8%            

South Carolina Jobs-Economic Development

   

Authority, Refunding RB

4.00%, 11/15/27

    520       493,807  

Series A, 5.00%, 05/01/37

    4,480       4,622,204  

South Carolina Public Service Authority, Refunding RB

   

Series A, 5.00%, 12/01/30

    5,500       5,746,361  

Series A, 5.00%, 12/01/31

    5,660       5,913,087  

South Carolina State Housing Finance & Development Authority, Refunding RB, S/F Housing, Series A, 4.95%, 07/01/53

    310       314,567  
   

 

 

 
      17,090,026  
Tennessee — 2.8%            

Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board, RB, Series A, 5.00%, 07/01/40

    4,000       4,098,960  

Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board, Refunding RB, 5.00%, 10/01/34

    450       464,685  

Metropolitan Nashville Airport Authority, ARB

   

Series B, AMT, 5.00%, 07/01/52

    3,800       3,995,871  

Series B, AMT, 5.50%, 07/01/52

    3,500       3,810,600  

Tennergy Corp., RB, Series A, 5.50%, 10/01/53(a)

    5,395       5,731,686  

Tennessee Energy Acquisition Corp., Refunding RB, Series A-1, 5.00%, 05/01/53(a)

    8,800       9,059,952  
   

 

 

 
      27,161,754  
Texas — 11.5%            

Arlington Higher Education Finance Corp., RB (b) 7.50%, 04/01/62

    1,630       1,598,521  

7.88%, 11/01/62

    1,410       1,441,337  

Belton Independent School District, GO, (PSF), 4.00%, 02/15/52

    3,000       2,888,775  

City of Austin Texas Airport System Revenue, ARB, Series B, AMT, 5.00%, 11/15/44

    5,130       5,353,335  

City of Austin Texas Airport System Revenue, RB, AMT, 5.00%, 11/15/52

    1,730       1,818,268  

City of Houston Texas Airport System Revenue, ARB, Series A, AMT, 6.63%, 07/15/38

    700       700,034  

City of Houston Texas Airport System Revenue, Refunding ARB

   

AMT, 5.00%, 07/15/27

    410       415,922  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  43


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Texas (continued)            

City of Houston Texas Airport System Revenue, Refunding ARB (continued)

   

Sub-Series A, AMT, 5.00%, 07/01/31

  $  1,430     $  1,523,308  

Sub-Series A, AMT, 5.00%, 07/01/32

    1,515       1,611,583  

City of Houston Texas Airport System Revenue, Refunding RB
Series A, AMT, 5.00%, 07/01/27

    400       406,328  

Series A, AMT, 1st Lien, Subordinate, (AGM), 5.25%, 07/01/48

    2,390       2,581,788  

City of Houston Texas Combined Utility System Revenue, Refunding RB, Series A, 1st Lien, 4.00%, 11/15/51

    1,840       1,790,421  

City of San Antonio Texas Electric & Gas Systems Revenue, Refunding RB, Series A, 5.25%, 02/01/46

    5,735       6,477,499  

Cypress-Fairbanks Independent School District, GO, (PSF), 4.00%, 02/15/48

    920       893,359  

Dallas Fort Worth International Airport, Refunding RB, Series B, 4.00%, 11/01/45

    9,400       9,144,386  

Denton Independent School District, GO, (PSF), 5.00%, 08/15/48

    2,405       2,642,419  

Fort Worth Independent School District, GO, (PSF), 4.00%, 02/15/48

    1,120       1,085,171  

Harris County Flood Control District, Refunding GO, Series A, Sustainability Bonds, 4.00%, 09/15/48

    1,885       1,812,942  

Katy Independent School District, GO, (PSF), 4.00%, 02/15/47

    3,215       3,142,682  

Love Field Airport Modernization Corp., ARB, AMT, 5.00%, 11/01/28

    1,000       999,495  

Mission Economic Development Corp., Refunding RB, AMT, Senior Lien, 4.63%, 10/01/31(b)

    1,360       1,319,975  

New Hope Cultural Education Facilities Finance Corp., RB, Series A, 5.00%, 08/15/50(b)

    800       698,520  

New Hope Cultural Education Facilities Finance Corp., Refunding RB, Series A, 5.00%, 08/15/47

    8,590       8,882,867  

North Texas Tollway Authority, Refunding RB

   

Series A, 4.13%, 01/01/40

    2,500       2,492,275  

Series A, 5.00%, 01/01/40

    3,000       3,256,050  

Port Authority of Houston of Harris County Texas, ARB, 4.00%, 10/01/46

    1,740       1,700,220  

San Jacinto River Authority, RB, (AGM), 5.25%, 10/01/25

    2,910       2,912,526  

State of Texas, GO, Class A, 5.00%, 04/01/44

    6,000       6,216,942  

Tarrant County Cultural Education Facilities Finance Corp., RB

   

5.00%, 11/15/51

    2,160       2,301,798  

Series A, 4.00%, 07/01/53

    2,410       2,210,799  

Series A, 5.00%, 07/01/53

    1,485       1,581,537  

Series B, 5.00%, 07/01/33

    8,485       9,164,623  

Texas City Industrial Development Corp., RB, Series 2012, 4.13%, 12/01/45

    445       382,629  

Texas Municipal Gas Acquisition & Supply Corp. III, Refunding RB
5.00%, 12/15/30

    3,100       3,209,938  

5.00%, 12/15/31

    3,215       3,342,115  
Security  

Par

(000)

    Value  
Texas (continued)            

Texas Municipal Gas Acquisition & Supply Corp. III, Refunding RB (continued)

   

5.00%, 12/15/32

  $ 1,990     $ 2,076,475  

Texas Private Activity Bond Surface Transportation Corp., RB, AMT, 5.00%, 06/30/58

    2,000       2,010,472  

Texas Water Development Board, RB
4.45%, 10/15/36

    1,155       1,248,874  

4.00%, 10/15/54

     8,000       7,769,664  
   

 

 

 
       111,105,872  
Utah — 0.7%            

City of Salt Lake City Utah Airport Revenue, ARB, Series A, AMT, 5.00%, 07/01/34

    3,500       3,672,032  

City of Salt Lake City Utah Airport Revenue, RB, Series A, AMT, 5.25%, 07/01/48

    1,320       1,419,676  

Utah Charter School Finance Authority, RB(b)

   

Series A, 3.63%, 06/15/29

    345       318,914  

Series A, 5.00%, 06/15/49

    320       280,875  

Utah Charter School Finance Authority, Refunding RB, 4.50%, 06/15/27(b)

    1,040       1,012,477  
   

 

 

 
      6,703,974  
Vermont — 0.6%            

University of Vermont and State Agricultural College, Refunding RB, 4.00%, 10/01/30

    5,565       5,628,458  
   

 

 

 
Virginia — 1.2%            

Hampton Roads Transportation Accountability Commission, RB, Series A, 4.00%, 07/01/57

    8,400       8,030,904  

Roanoke Economic Development Authority, Refunding RB, 3.00%, 07/01/45

    2,065       1,615,827  

Virginia Housing Development Authority, RB, M/F Housing, Series G, 5.15%, 11/01/52

    2,065       2,144,691  
   

 

 

 
      11,791,422  
Washington — 0.4%            

City of Bellevue Washington, Refunding GO, 4.00%, 12/01/42

    1,250       1,260,951  

Washington State Housing Finance Commission, Refunding RB (b)
5.00%, 01/01/27

    1,560       1,520,646  

5.00%, 01/01/28

    750       728,060  
   

 

 

 
      3,509,657  
Wisconsin — 1.8%            

Public Finance Authority, RB
5.00%, 06/15/34

    430       444,198  

5.00%, 10/15/56(b)

    385       325,898  

Class A, 5.00%, 06/15/56(b)

    1,000       769,292  

Series A, 4.00%, 03/01/30(b)

    445       417,337  

Series A, 5.00%, 07/15/39(b)

    165       153,577  

Series A, 5.00%, 07/15/49(b)

    630       550,580  

Series A, 5.00%, 10/15/50(b)

    1,695       1,438,730  

Series A, 5.00%, 07/15/54(b)

    300       256,197  

AMT, 4.00%, 09/30/51

    1,595       1,322,623  

AMT, 4.00%, 03/31/56

    1,520       1,233,440  
 

 

 

44  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Wisconsin (continued)            

Public Finance Authority, Refunding RB
4.00%, 09/01/29(b)

  $ 115     $ 100,336  

5.00%, 09/01/49(b)

    520       393,916  

Series B, AMT, 5.25%, 07/01/28

     3,765       3,764,804  

Wisconsin Health & Educational Facilities Authority, Refunding RB
4.00%, 12/15/49

    4,235       3,885,189  

4.00%, 12/01/51

    2,720       2,575,062  
   

 

 

 
      17,631,179  
   

 

 

 
Total Municipal Bonds — 147.4%
 (Cost: $1,408,581,091)
         1,420,932,343  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(g)

 

Alabama — 1.2%

   

Black Belt Energy Gas District, RB, Series C-1,
5.25%, 02/01/53(a)

    11,280       11,814,119  
   

 

 

 
California — 2.0%            

City of Los Angeles Department of Airports, Refunding RB, AMT, 5.00%, 05/15/46

    12,170       12,809,733  

Ontario Public Financing Authority, RB, (AGM), 5.00%, 11/01/52

    6,000       6,462,286  
   

 

 

 
      19,272,019  
Colorado — 0.8%            

City & County of Denver Colorado Airport System Revenue, Refunding RB, Series A, AMT, 5.50%, 11/15/53

    7,310       7,920,914  
   

 

 

 
Georgia — 1.5%            

Main Street Natural Gas, Inc., RB, Series B, 5.00%, 12/01/52(a)

    14,235       14,720,017  
   

 

 

 
Illinois — 1.3%            

Illinois State Toll Highway Authority, RB, Series A, 5.00%, 01/01/46

    11,860       12,756,741  
   

 

 

 
Maryland — 1.5%            

Maryland State Transportation Authority, RB, 4.00%, 07/01/50

    15,000       14,487,188  
   

 

 

 
Michigan — 2.7%            

Ascension Health, 5.00%, 11/15/47

    10,000       10,309,305  

Michigan Finance Authority, Refunding RB, 5.00%, 12/01/45

    15,520       15,915,566  
   

 

 

 
      26,224,871  
Nebraska — 1.0%            

Central Plains Energy Project, RB, Series 1, 5.00%, 05/01/53(a)

    9,062       9,396,017  
   

 

 

 
New York — 1.5%            

New York State Dormitory Authority, Refunding RB, Series EE, 4.00%, 03/15/42

    10,000       9,911,480  

Port Authority of New York & New Jersey, Refunding RB, 178th Series, AMT, 5.00%, 12/01/32

    4,009       4,028,083  
   

 

 

 
      13,939,563  
Security  

Par

(000)

    Value  

 

 
Pennsylvania — 2.1%            

Pennsylvania Turnpike Commission, RB, Series B-1, 5.25%, 06/01/47

  $ 18,910     $ 19,755,803  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 15.6%
(Cost: $148,019,742)

 

    150,287,252  
   

 

 

 

Total Long-Term Investments — 163.0%
(Cost: $1,556,600,833)

 

     1,571,219,595  
   

 

 

 
    Shares        

 

 

Short-Term Securities

   
Money Market Funds — 3.8%            

BlackRock Liquidity Funds, MuniCash, Institutional Class, 3.57%(h)(i)

     36,788,624       36,788,624  
   

 

 

 

Total Short-Term Securities — 3.8%
(Cost: $36,788,698)

 

    36,788,624  
   

 

 

 

Total Investments — 166.8%
(Cost: $1,593,389,531)

 

    1,608,008,219  

Other Assets Less Liabilities — 0.0%

 

    447,814  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (8.6)%

 

    (83,160,219

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (58.2)%

 

    (561,395,143
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $ 963,900,671  
   

 

 

 

 

(a) 

Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available.

 

(b) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

 

(c) 

U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

 

(d) 

Zero-coupon bond.

 

(e) 

Issuer filed for bankruptcy and/or is in default.

 

(f) 

Non-income producing security.

 

(g) 

Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Fund. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

 

(h) 

Affiliate of the Fund.

 

(i) 

Annualized 7-day yield as of period end.

 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  45


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income Fund, Inc. (MUI)

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the year ended July 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

                   
Affiliated Issuer  

Value at

07/31/22

   

Purchases

at Cost

   

Proceeds

from Sales

   

Net

Realized

Gain (Loss)

   

Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

07/31/23

   

Shares

Held at

07/31/23

    Income    

Capital Gain

Distributions

from

Underlying

Funds

 

BlackRock Liquidity Funds, MuniCash, Institutional Class

  $ 5,321,995     $ 31,454,545 (a)    $     $ 12,158     $ (74   $ 36,788,624       36,788,624     $ 339,713     $  
       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

  (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

    120        09/20/23      $ 13,376      $ (39,545

U.S. Long Bond

    117        09/20/23        14,581        (63,497

5-Year U.S. Treasury Note

    134        09/29/23        14,322        (34,724
          

 

 

 
           $ (137,766
          

 

 

 

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)

  $      $      $      $      $ 137,766      $      $ 137,766  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

 

For the period ended July 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

               
    

Commodity

Contracts

    

Credit

Contracts

    

Equity

Contracts

    

Foreign

Currency

Exchange

Contracts

    

Interest

Rate

Contracts

    

Other

Contracts

     Total  

Net Realized Gain (Loss) from:

                   

Futures contracts

  $      $      $      $      $ 12,532,431      $      $ 12,532,431  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

 

Futures contracts

  $      $      $      $      $ 4,584,466      $      $ 4,584,466  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

   

Futures contracts:

 

Average notional value of contracts — short

  $ 122,784,586  

For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

 

 

46  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock Municipal Income 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 table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

 

         
     Level 1      Level 2      Level 3      Total  

Assets

          

Investments

          

Long-Term Investments

          

Municipal Bonds

  $      $ 1,420,932,343      $    —      $ 1,420,932,343  

Municipal Bonds Transferred to Tender Option Bond Trusts

           150,287,252               150,287,252  

Short-Term Securities

          

Money Market Funds

    36,788,624                      36,788,624  
 

 

 

    

 

 

    

 

 

    

 

 

 
  $ 36,788,624      $ 1,571,219,595      $      $ 1,608,008,219  
 

 

 

    

 

 

    

 

 

    

 

 

 

Derivative Financial Instruments(a)

          

Liabilities

          

Interest Rate Contracts

  $ (137,766    $      $      $ (137,766
 

 

 

    

 

 

    

 

 

    

 

 

 

 

  (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

  $      $ (82,630,947    $    —      $ (82,630,947

VRDP Shares at Liquidation Value

           (561,700,000             (561,700,000
 

 

 

    

 

 

    

 

 

    

 

 

 
  $    —      $ (644,330,947    $      $ (644,330,947
 

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

S C H E D U L EO F  I N V E S T M E N T S

  47


Schedule of Investments  

July 31, 2023

  

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Municipal Bonds

   

Alabama — 6.4%

   

Black Belt Energy Gas District, RB(a)

   

4.00%, 10/01/52

  $ 6,260     $ 6,179,985  

Series F, 5.50%, 11/01/53

    830       875,310  

Black Belt Energy Gas District, Refunding RB, Series D-1, 5.50%, 06/01/49(a)(b)

    4,665       4,910,873  

County of Jefferson Alabama Sewer Revenue, Refunding RB

   

Series A, Senior Lien, (AGM), 5.00%, 10/01/44

    1,665       1,687,769  

Series A, Senior Lien, (AGM), 5.25%, 10/01/48

    3,175       3,226,146  

Series D, Sub Lien, 6.00%, 10/01/42

    7,410       7,799,921  

Southeast Energy Authority A Cooperative District, RB(a)

   

Series A, 5.25%, 01/01/54

    9,350       9,922,379  

Series A-1, 5.50%, 01/01/53

    1,405       1,508,026  
   

 

 

 
      36,110,409  
Arizona — 4.0%            

Glendale Industrial Development Authority, RB, 5.00%, 05/15/56

    940       810,656  

Industrial Development Authority of the City of Phoenix Arizona, RB, Series A, 5.00%, 07/01/46(c)

    3,575       3,294,602  

Maricopa County Industrial Development Authority, RB, Series A, 4.00%, 01/01/44

    5,905       5,740,180  

Salt Verde Financial Corp., RB

   

5.00%, 12/01/32

    7,365       7,718,159  

5.00%, 12/01/37

     5,000       5,162,595  
   

 

 

 
       22,726,192  
Arkansas — 1.0%            

Arkansas Development Finance Authority, RB

   

AMT, 5.70%, 05/01/53

    895       910,513  

Series A, AMT, 4.75%, 09/01/49(c)

    4,900       4,668,852  
   

 

 

 
      5,579,365  
California — 7.0%            

Bay Area Toll Authority, Refunding RB, 4.00%, 04/01/47

    6,490       6,434,621  

California Educational Facilities Authority, RB, Series U-7, 5.00%, 06/01/46

    2,010       2,391,542  

California Enterprise Development Authority, RB, 8.00%, 11/15/62(c)

    785       768,900  

California Health Facilities Financing Authority, Refunding RB, Series A, 4.00%, 08/15/48

    3,540       3,496,161  

California Municipal Finance Authority, RB, S/F Housing

   

Series A, 5.25%, 08/15/39

    305       306,062  

Series A, 5.25%, 08/15/49

    770       771,879  

California Pollution Control Financing Authority, RB, Series A, AMT, 5.00%, 11/21/45(c)

    1,650       1,650,233  

California State Public Works Board, RB, Series I, 5.00%, 11/01/38

    1,605       1,614,583  

California Statewide Financing Authority, RB, Series A, 6.00%, 05/01/43

    3,285       3,286,932  

City of Los Angeles Department of Airports, ARB, Series A, AMT, 4.00%, 05/15/42

    2,815       2,768,414  

City of Los Angeles Department of Airports, Refunding ARB

   

AMT, Subordinate, 5.00%, 05/15/46

    2,415       2,564,807  
Security  

Par

(000)

    Value  

California (continued)

   

City of Los Angeles Department of Airports, Refunding ARB (continued)

   

Series D, AMT, Subordinate, 4.00%, 05/15/51

  $ 1,335     $ 1,271,756  

CSCDA Community Improvement Authority, RB, M/F Housing(c)

   

4.00%, 10/01/56

    235       193,845  

4.00%, 12/01/56

    340       241,167  

Series A, 4.00%, 06/01/58

    1,410       1,097,994  

Senior Lien, 3.13%, 06/01/57

    1,215       831,796  

Series A, Senior Lien, 4.00%, 12/01/58

    615       473,550  

San Diego County Regional Airport Authority, ARB, Series B, AMT, Subordinate, 5.00%, 07/01/56

    3,145       3,280,254  

San Diego Public Facilities Financing Authority, Refunding RB, Series A, AMT, 4.00%, 08/01/45

    1,000       1,002,328  

State of California, GO, (AMBAC), 5.00%, 04/01/31

    10       10,013  

State of California, Refunding GO, 4.00%, 03/01/46

    4,390       4,425,102  

Stockton Public Financing Authority, RB, Series A, 6.25%, 10/01/23(d)

    740       743,657  
   

 

 

 
       39,625,596  
Colorado — 2.2%            

Board of Governors of Colorado State University System, Refunding RB, Series C, 4.00%, 03/01/47

     4,265       4,198,150  

City & County of Denver Colorado Airport System Revenue, Refunding ARB

   

Series A, AMT, 5.50%, 11/15/53

    3,580       3,879,256  

Series D, AMT, 5.75%, 11/15/45

    870       980,533  

Colorado Health Facilities Authority, RB

   

5.50%, 11/01/47

    355       379,972  

5.25%, 11/01/52

    745       790,806  

Colorado Health Facilities Authority, Refunding RB

   

Series A, 5.00%, 08/01/44

    950       982,603  

Series A, 4.00%, 11/15/50

    1,125       1,061,524  
   

 

 

 
      12,272,844  
Connecticut — 0.7%            

Connecticut State Health & Educational Facilities Authority, RB, 4.25%, 07/15/53

    720       696,221  

Connecticut State Health & Educational Facilities Authority, Refunding RB, 4.00%, 07/01/38

    3,000       2,983,590  
   

 

 

 
      3,679,811  
Delaware — 1.6%            

Delaware River & Bay Authority, Refunding RB, 4.00%, 01/01/44

    3,065       2,981,837  

Delaware State Health Facilities Authority, Refunding RB, 4.00%, 10/01/49

    3,720       3,522,866  

Delaware Transportation Authority, RB, 5.00%, 06/01/55

    2,430       2,471,371  
   

 

 

 
      8,976,074  
District of Columbia — 7.6%            

District of Columbia, Refunding RB, 5.00%, 10/01/48

    4,875       5,003,139  

District of Columbia, TA, 5.13%, 06/01/41

    4,440       4,445,537  

Metropolitan Washington Airports Authority Aviation Revenue, Refunding ARB, Series A, AMT, 4.00%, 10/01/39

    795       784,873  
 

 

 

48  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

District of Columbia (continued)

   

Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB

   

Series B, 2nd Senior Lien, (AGC), 0.00%, 10/01/31(e)

  $ 8,350     $ 6,314,028  

Series B, 2nd Senior Lien, (AGC), 0.00%, 10/01/32(e)

    15,000       10,928,895  

Series B, 2nd Senior Lien, (AGC), 0.00%, 10/01/33(e)

    13,410       9,369,285  

Series B, Subordinate, 4.00%, 10/01/49

    3,780       3,564,797  

Washington Metropolitan Area Transit Authority Dedicated Revenue, RB, Series A, 4.00%, 07/15/46

    2,540       2,501,847  
   

 

 

 
      42,912,401  
Florida — 4.6%            

Alachua County Health Facilities Authority, RB, Series A, 5.00%, 12/01/44

    4,825       4,874,777  

Broward County Florida Water & Sewer Utility Revenue, RB, Series A, 4.00%, 10/01/45

    445       439,599  

Collier County Health Facilities Authority, Refunding RB, Series A, 5.00%, 05/01/45

    2,790       2,809,192  

County of Miami-Dade Florida Aviation Revenue, Refunding RB, Series A, AMT, 5.00%, 10/01/29

    1,900       1,921,624  

County of Miami-Dade Florida Transit System, RB, 5.00%, 07/01/52

    5,000       5,393,950  

County of Miami-Dade Florida Water & Sewer System Revenue, Refunding RB, Series B, 4.00%, 10/01/49

    4,335       4,155,189  

County of Miami-Dade Seaport Department, Refunding RB, Series A, AMT, 5.25%, 10/01/52

    980       1,032,155  

County of Pasco Florida, RB, (AGM), 5.00%, 09/01/48

     5,000       5,335,070  

Florida Development Finance Corp., RB, Series A, 5.00%, 06/15/56

    220       209,019  
   

 

 

 
       26,170,575  
Georgia — 3.6%            

Cobb County Kennestone Hospital Authority, RB, 4.00%, 04/01/52

    2,400       2,208,353  

Gainesville & Hall County Hospital Authority, RB, Series A, 4.00%, 02/15/51

    1,105       1,013,010  

Georgia Ports Authority, ARB, 4.00%, 07/01/52

    1,450       1,403,778  

Main Street Natural Gas, Inc., RB

   

Series A, 5.00%, 05/15/35

    1,040       1,083,593  

Series A, 5.00%, 05/15/36

    1,040       1,072,382  

Series A, 5.00%, 05/15/37

    1,145       1,168,829  

Series A, 5.00%, 05/15/38

    630       638,032  

Series A, 5.00%, 05/15/49

    2,100       2,079,244  

Series A, 5.00%, 06/01/53(a)

    4,470       4,640,982  

Series B, 5.00%, 12/01/52(a)

    2,105       2,176,721  

Municipal Electric Authority of Georgia, RB, 4.00%, 01/01/49

    3,290       2,850,795  
   

 

 

 
      20,335,719  
Idaho — 1.8%            

Power County Industrial Development Corp., RB, AMT, 6.45%, 08/01/32

    10,000       10,012,410  
   

 

 

 
Illinois — 10.1%            

Chicago Board of Education, GO

   

Series A, 5.00%, 12/01/42

    1,115       1,106,496  

Series C, 5.25%, 12/01/35

    3,095       3,125,254  

Series D, 5.00%, 12/01/46

    4,040       3,960,930  
Security   Par (000)
    Value  

Illinois (continued)

   

Chicago Board of Education, GO (continued)

   

Series H, 5.00%, 12/01/36

  $ 460     $ 467,557  

Chicago Board of Education, Refunding GO

   

Series C, 5.00%, 12/01/25

    1,365       1,374,746  

Series D, 5.00%, 12/01/25

    1,735       1,747,388  

Series D, 5.00%, 12/01/31

    1,000       1,026,921  

Series G, 5.00%, 12/01/34

    455       466,903  

Chicago O’Hare International Airport, Refunding ARB, Series B, Senior Lien, 5.00%, 01/01/53

    3,035       3,182,987  

City of Chicago Illinois Wastewater Transmission Revenue, RB, Series A, 2nd Lien, (AGM), 5.25%, 01/01/58

    7,435       8,041,525  

Cook County Community College District No. 508, GO, 5.50%, 12/01/38

    1,635       1,641,463  

Illinois Finance Authority, RB

   

Series A, 5.00%, 02/15/47

    500       472,888  

Series A, 5.00%, 02/15/50

    270       251,700  

Illinois Finance Authority, Refunding RB

   

Series C, 4.00%, 02/15/27(d)

    135       140,226  

Series C, 4.00%, 02/15/41

    2,860       2,845,425  

Illinois Housing Development Authority, Refunding RB, S/F Housing, Series H, (FHLMC, FNMA, GNMA), 4.65%, 10/01/43(b)

    3,095       3,116,272  

Metropolitan Pier & Exposition Authority, RB, Series A, 5.00%, 06/15/57

    1,835       1,862,896  

Metropolitan Pier & Exposition Authority, Refunding RB(e)

   

Series B, (AGM), 0.00%, 06/15/44

    10,925       4,284,665  

Series B, (AGM), 0.00%, 06/15/47

    27,225       9,138,044  

State of Illinois, GO

   

5.00%, 02/01/39

    3,195       3,200,195  

Series A, 5.00%, 04/01/38

    2,510       2,510,612  

State of Illinois, Refunding GO, Series B, 5.00%, 10/01/28

    1,000       1,076,656  

University of Illinois, RB, Series A, 5.00%, 04/01/44

     2,045       2,070,225  
   

 

 

 
       57,111,974  
Indiana — 1.0%            

City of Valparaiso Indiana, RB

   

AMT, 6.75%, 01/01/34

    1,635       1,649,377  

AMT, 7.00%, 01/01/44

    3,950       3,983,867  
   

 

 

 
      5,633,244  
Kansas — 0.1%            

Ellis County Unified School District No. 489 Hays, Refunding GO, Series B, (AGM), 4.00%, 09/01/52

    530       517,990  
   

 

 

 
Kentucky — 0.9%            

Kentucky Economic Development Finance Authority, Refunding RB, Series A, 5.00%, 08/01/44

    2,140       2,210,130  

Kentucky Public Transportation Infrastructure Authority, RB, CAB, Series C, Convertible, 6.75%, 07/01/43(f)

    2,485       2,906,672  
   

 

 

 
      5,116,802  
Louisiana — 1.1%            

Lafayette Parish School Board Sale Tax Revenue, RB, 4.00%, 04/01/53

    760       740,414  

Louisiana Stadium & Exposition District, Refunding RB, Series A, 5.00%, 07/01/48

    2,560       2,744,978  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  49


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Louisiana (continued)

   

New Orleans Aviation Board, ARB, Series B, AMT, 5.00%, 01/01/48

  $ 1,920     $ 1,931,203  

Tobacco Settlement Financing Corp., Refunding RB, Series A, 5.25%, 05/15/35

    835       836,203  
   

 

 

 
      6,252,798  
Maryland — 1.0%            

City of Baltimore Maryland, RB, Series A, 5.00%, 07/01/46

    3,415       3,533,617  

Maryland Health & Higher Educational Facilities Authority, RB

   

Series 2017, 5.00%, 12/01/46

    880       907,475  

Series B, 4.00%, 04/15/50

    1,250       1,179,189  
   

 

 

 
      5,620,281  
Massachusetts — 3.5%            

Commonwealth of Massachusetts Transportation Fund Revenue, RB, Series A, 4.00%, 06/01/45

    4,335       4,256,649  

Commonwealth of Massachusetts, GO

   

Series C, 5.00%, 10/01/47

    2,740       3,001,714  

Series C, 5.00%, 10/01/52

    2,835       3,080,114  

Massachusetts Bay Transportation Authority Sales Tax Revenue, Refunding RB, Series A-1, 5.25%, 07/01/29

    3,250       3,721,910  

Massachusetts Development Finance Agency, RB, Series A, 5.00%, 01/01/47

    3,000       3,004,236  

Massachusetts Port Authority, ARB, Series E, AMT, 5.00%, 07/01/46

     2,325       2,452,824  
   

 

 

 
       19,517,447  
Michigan — 4.5%            

Great Lakes Water Authority Sewage Disposal System Revenue, RB

   

Series B, 2nd Lien, 5.25%, 07/01/47

    1,125       1,220,265  

Series B, 2nd Lien, 5.50%, 07/01/52

    2,655       2,907,620  

Series A, Senior Lien, 5.25%, 07/01/52

    2,655       2,835,269  

Great Lakes Water Authority Water Supply System Revenue, RB

   

Series A, Senior Lien, 5.25%, 07/01/52

    2,655       2,871,428  

Series B, Senior Lien, 5.50%, 07/01/52

    2,655       2,910,169  

Michigan Finance Authority, RB 4.00%, 02/15/47

    820       773,612  

4.00%, 02/15/50

    4,730       4,427,460  

4.00%, 02/15/44

    1,710       1,637,195  

Michigan Finance Authority, Refunding RB, Series A, 4.00%, 12/01/49

    3,110       2,915,588  

Michigan State Building Authority, Refunding RB, Series II, 4.00%, 10/15/47(b)

    540       523,363  

Michigan Strategic Fund, RB, AMT, 5.00%, 12/31/43

    2,255       2,281,751  
   

 

 

 
      25,303,720  
Minnesota — 1.1%            

Duluth Economic Development Authority, Refunding RB

   

Series A, 4.25%, 02/15/48

    2,160       2,021,125  

Series A, 5.25%, 02/15/53

    1,190       1,212,281  

Series A, 5.25%, 02/15/58

    3,125       3,183,166  
   

 

 

 
      6,416,572  
Security  

Par

(000)

    Value  

Missouri — 2.4%

   

Health & Educational Facilities Authority of the State of Missouri, Refunding RB

   

Series A, 4.00%, 02/15/49

  $ 5,555     $ 5,148,335  

Series C, 5.00%, 11/15/42

    5,470       5,671,772  

Kansas City Industrial Development Authority, ARB, Class B, AMT, 5.00%, 03/01/54

    2,680       2,741,125  
   

 

 

 
      13,561,232  
Nebraska — 1.5%            

Omaha Public Power District, RB, Series A, (AGM-CR), 4.00%, 02/01/51

    8,700       8,360,517  
   

 

 

 
New Hampshire(c) — 0.8%            

New Hampshire Business Finance Authority, Refunding RB

   

Series B, 4.63%, 11/01/42

    3,205       2,781,540  

Series C, AMT, 4.88%, 11/01/42

    1,665       1,492,386  
   

 

 

 
      4,273,926  
New Jersey — 10.2%            

Casino Reinvestment Development Authority, Inc., Refunding RB

   

5.25%, 11/01/39

    3,490       3,524,820  

5.25%, 11/01/44

    3,180       3,196,412  

New Jersey Economic Development Authority, RB Class A, 5.25%, 11/01/47

    3,565       3,923,425  

Series EEE, 5.00%, 06/15/48

    12,340       12,957,938  

Series B, AMT, 6.50%, 04/01/31

    1,845       1,906,042  

New Jersey Economic Development Authority, Refunding ARB, AMT, 5.00%, 10/01/47

    3,040       3,059,064  

New Jersey Higher Education Student Assistance Authority, Refunding RB

   

Series B, AMT, 4.00%, 12/01/41

    2,570       2,533,282  

Series C, AMT, Subordinate, 5.00%, 12/01/52

    2,595       2,673,517  

New Jersey Transportation Trust Fund Authority, RB

   

Series C, (AMBAC), 0.00%, 12/15/35(e)

    7,395       4,431,054  

Series S, 5.00%, 06/15/46

    2,415       2,538,194  

New Jersey Turnpike Authority, RB, Series E, 5.00%, 01/01/45

    5,425       5,516,422  

Tobacco Settlement Financing Corp., Refunding RB

   

Series A, 5.25%, 06/01/46

    5,120       5,339,305  

Sub-Series B, 5.00%, 06/01/46

     5,670       5,659,556  
   

 

 

 
       57,259,031  
New York — 21.9%            

City of New York, GO

   

Series A-1, 4.00%, 09/01/46

    1,640       1,603,372  

Series C, 5.00%, 08/01/43

    2,330       2,530,212  

Erie Tobacco Asset Securitization Corp., Refunding RB, Series A, 5.00%, 06/01/45

    4,070       3,813,590  

Metropolitan Transportation Authority, RB

   

Series B, 5.25%, 11/15/38

    4,960       5,015,081  

Series B, 5.25%, 11/15/39

    1,765       1,784,625  

Metropolitan Transportation Authority, Refunding RB

   

Series C-1, 4.75%, 11/15/45

    3,335       3,382,681  

Series C-1, 5.00%, 11/15/50

    1,085       1,116,988  

Series C-1, 5.25%, 11/15/55

    1,605       1,676,699  

Monroe County Industrial Development Corp., Refunding RB, Series A, 4.00%, 07/01/50

    3,335       3,193,119  

New York City Municipal Water Finance Authority, Refunding RB Series BB-1, 4.00%, 06/15/45

    1,545       1,522,310  
 

 

 

50  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

New York (continued)

   

New York City Municipal Water Finance Authority, Refunding RB (continued)

   

Series DD, 4.13%, 06/15/46

  $ 9,330     $ 9,324,243  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB, Subordinate, 4.00%, 05/01/47

    5,000       4,884,910  

New York Counties Tobacco Trust IV, Refunding RB, Series A, 6.25%, 06/01/41(c)

    3,300       3,300,898  

New York Liberty Development Corp., Refunding RB

   

Class 2, 5.38%, 11/15/40(c)

    1,760       1,766,553  

Series 1, 5.00%, 11/15/44(c)

    8,145       7,949,194  

Series A, 2.88%, 11/15/46

    7,060       5,161,022  

New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/55

    2,765       2,685,506  

New York State Dormitory Authority, RB, Series A, 4.00%, 03/15/47

    1,575       1,545,662  

New York State Dormitory Authority, Refunding RB

   

Series A, 4.00%, 03/15/44

    2,270       2,237,993  

Series A, 4.00%, 03/15/47

    7,890       7,739,909  

Series A, 4.00%, 03/15/48

    1,395       1,368,340  

Series D, 4.00%, 02/15/47

    4,730       4,616,556  

New York State Urban Development Corp., RB

   

Series A, 4.00%, 03/15/46

    13,985       13,743,465  

Series A, 4.00%, 03/15/49

    1,870       1,814,154  

New York State Urban Development Corp., Refunding RB 4.00%, 03/15/49

    6,675       6,482,473  

Series E, 4.00%, 03/15/46

    6,135       5,993,778  

New York Transportation Development Corp., ARB, Series A, AMT, 5.00%, 07/01/46

    1,525       1,529,169  

New York Transportation Development Corp., RB, AMT, 5.00%, 10/01/35

    2,230       2,334,897  

Triborough Bridge & Tunnel Authority Sales Tax Revenue, RB

   

Series A, 4.00%, 05/15/48

    4,000       3,951,712  

Series A, 5.00%, 05/15/48

    1,625       1,787,341  

Series A, 4.13%, 05/15/53

    3,275       3,226,962  

Triborough Bridge & Tunnel Authority, RB

   

Series A, 5.00%, 11/15/49

    1,790       1,915,175  

Series A, 5.00%, 11/15/54

     1,725       1,831,878  

Westchester County Healthcare Corp., RB, Series A, Senior Lien, 5.00%, 11/01/44

    411       412,868  
   

 

 

 
       123,243,335  
Ohio — 4.8%            

Buckeye Tobacco Settlement Financing Authority, Refunding RB, Series B-2, Class 2, 5.00%, 06/01/55

    6,655       6,197,129  

County of Allen Ohio Hospital Facilities Revenue, Refunding RB, Series A, 4.00%, 11/01/44

    4,160       4,027,670  

County of Franklin Ohio, RB

   

Series 2017, 5.00%, 12/01/46

    840       863,419  

Series A, 4.00%, 12/01/44

    1,060       1,032,138  

County of Hamilton Ohio, RB, Series CC, 5.00%, 11/15/49

    1,130       1,302,184  

County of Hamilton Ohio, Refunding RB 4.00%, 08/15/50

    1,245       1,137,665  

Series A, 3.75%, 08/15/50

    2,190       1,881,718  
Security  

Par

(000)

    Value  

Ohio (continued)

   

Northeast Ohio Regional Sewer District, Refunding RB, 4.00%, 11/15/43

  $ 8,435     $ 8,436,189  

Ohio Air Quality Development Authority, RB, AMT, 5.00%, 07/01/49(c)

    545       499,864  

State of Ohio, RB, AMT, 5.00%, 06/30/53

    1,685       1,688,839  
   

 

 

 
      27,066,815  
Oklahoma — 0.8%            

Oklahoma Turnpike Authority, RB, Series A, 4.00%, 01/01/48

    4,320       4,221,020  
   

 

 

 
Oregon — 0.7%            

Port of Portland Oregon Airport Revenue, Refunding ARB, 29th Series, AMT, 5.50%, 07/01/48

    3,725       4,122,435  
   

 

 

 
Pennsylvania — 5.0%            

Allegheny County Airport Authority, ARB, Series A, AMT, (AGM-CR), 4.00%, 01/01/56

    1,275       1,183,675  

Commonwealth Financing Authority, RB, (AGM), 4.00%, 06/01/39

    6,325       6,239,935  

Montgomery County Higher Education and Health Authority, Refunding RB

   

4.00%, 09/01/51

    1,115       1,012,991  

Series A, 5.00%, 09/01/48

    740       757,912  

Series A, 4.00%, 09/01/49

    1,185       1,082,340  

Pennsylvania Economic Development Financing Authority, RB, AMT, 5.00%, 06/30/42

    1,765       1,774,519  

Pennsylvania Economic Development Financing Authority, Refunding RB, AMT, 5.50%, 11/01/44

    3,210       3,211,008  

Pennsylvania Housing Finance Agency, Refunding RB, S/F Housing, Series 2022, 4.25%, 10/01/52

    2,335       2,339,651  

Pennsylvania Turnpike Commission Oil Franchise Tax Revenue, Refunding RB, Series B, 4.00%, 12/01/53

    2,290       2,209,362  

Pennsylvania Turnpike Commission, RB

   

Series A, 5.00%, 12/01/44

    2,305       2,338,487  

Series A, Subordinate, (BAM-TCRS), 4.00%, 12/01/50

    1,550       1,500,560  

Pennsylvania Turnpike Commission, Refunding RB, Series C, 4.00%, 12/01/51

     4,515       4,335,791  
   

 

 

 
       27,986,231  
Puerto Rico — 5.3%            

Commonwealth of Puerto Rico, GO

   

Series A-1, Restructured, 5.63%, 07/01/29

    2,931       3,128,974  

Series A-1, Restructured, 5.75%, 07/01/31

    2,646       2,882,097  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB

   

Series A-1, Restructured, 4.75%, 07/01/53

    3,817       3,606,626  

Series A-1, Restructured, 5.00%, 07/01/58

    12,161       11,865,171  

Series A-2, Restructured, 4.78%, 07/01/58

    6,236       5,867,602  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, CAB, Series A-1, Restructured, 0.00%, 07/01/46(e)

    9,662       2,723,882  
   

 

 

 
      30,074,352  
Rhode Island — 0.1%            

Central Falls Detention Facility Corp., Refunding RB, 7.25%, 07/15/35(g)(h)

    4,155       623,250  
   

 

 

 
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  51


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

South Carolina — 5.4%

   

South Carolina Jobs-Economic Development Authority, Refunding RB

   

4.00%, 12/01/44

  $ 3,835     $ 3,672,273  

Series A, 5.00%, 05/01/48

    3,030       3,054,137  

South Carolina Ports Authority, ARB

   

AMT, 5.00%, 07/01/43

    4,500       4,647,492  

Series B, AMT, 4.00%, 07/01/49

    1,330       1,224,410  

South Carolina Public Service Authority, RB, Series A, 5.50%, 12/01/54

    8,090       8,163,579  

South Carolina Public Service Authority, Refunding RB

   

Series A, 5.00%, 12/01/50

    5,000       5,054,240  

Series E, 5.25%, 12/01/55

     4,550       4,645,327  
   

 

 

 
       30,461,458  
Tennessee — 2.4%            

Memphis-Shelby County Airport Authority, ARB, Series A, AMT, 5.00%, 07/01/45

    2,665       2,768,684  

Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board, RB, Series A, 5.00%, 07/01/40

    1,440       1,475,626  

Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board, Refunding RB, Series A, 5.25%, 10/01/58

    2,025       1,948,927  

Tennessee Energy Acquisition Corp., Refunding RB, Series A-1, 5.00%, 05/01/53(a)

    7,325       7,541,380  
   

 

 

 
      13,734,617  
Texas — 9.5%            

Arlington Higher Education Finance Corp., RB(c)

   

7.50%, 04/01/62

    885       867,909  

7.88%, 11/01/62

    755       771,780  

Austin Independent School District, GO, 4.00%, 08/01/48

    1,500       1,465,261  

City of Austin Texas Airport System Revenue, ARB, Series B, AMT, 5.00%, 11/15/44

    5,755       6,005,544  

City of Houston Texas Airport System Revenue, ARB, Series B-1, AMT, 5.00%, 07/15/30

    3,600       3,626,276  

City of Houston Texas Airport System Revenue, Refunding RB, AMT, 5.00%, 07/01/29

    1,765       1,768,560  

Clifton Higher Education Finance Corp., RB, 6.00%, 08/15/43

    1,525       1,527,245  

Cypress-Fairbanks Independent School District, GO, (PSF), 4.00%, 02/15/48

    1,225       1,189,526  

Denton Independent School District, GO, (PSF), 5.00%, 08/15/48(b)

    940       1,032,796  

Harris County Cultural Education Facilities Finance Corp., RB, Series B, 6.38%, 01/01/33

    40       39,982  

Lower Colorado River Authority, Refunding RB, (AGM), 5.25%, 05/15/53

    4,260       4,657,484  

North Texas Tollway Authority, RB, Series B, 0.00%, 09/01/31(d)(e)

    4,110       2,033,139  

San Antonio Public Facilities Corp., Refunding RB, Convertible, 4.00%, 09/15/42

    5,700       5,697,914  

Tarrant County Cultural Education Facilities Finance Corp., RB

   

Series A, 4.00%, 07/01/53

    1,280       1,174,200  

Series A, 5.00%, 07/01/53

    1,570       1,672,063  
Security  

Par

(000)

    Value  

Texas (continued)

   

Tarrant County Cultural Education Facilities Finance Corp., RB (continued)

   

Series B, 5.00%, 07/01/48

  $ 9,585     $ 9,975,224  

Texas Private Activity Bond Surface Transportation Corp., RB, AMT, 5.00%, 06/30/58

    2,435       2,447,750  

Texas Water Development Board, RB, 4.00%, 10/15/45

    2,735       2,698,053  

Waller Consolidated Independent School District, GO, (BAM), 4.00%, 02/15/48

    5,000       4,717,735  
   

 

 

 
      53,368,441  
Utah — 0.3%            

City of Salt Lake City Utah Airport Revenue, ARB, Series A, AMT, 5.00%, 07/01/48

    1,845       1,899,177  
   

 

 

 
Virginia — 2.0%            

Hampton Roads Transportation Accountability Commission, RB

   

Series A, 4.00%, 07/01/52

    5,495       5,295,125  

Series A, Senior Lien, 4.00%, 07/01/50

    1,115       1,079,588  

Series A, Senior Lien, 4.00%, 07/01/55

    4,950       4,769,909  
   

 

 

 
      11,144,622  
Washington — 1.1%            

Port of Seattle Washington, ARB

   

Series A, AMT, 5.00%, 05/01/43

    3,120       3,204,000  

Series C, AMT, 5.00%, 04/01/40

    1,565       1,580,753  

Port of Seattle Washington, Refunding ARB, AMT, Intermediate Lien, 5.50%, 08/01/47

     1,330       1,442,527  
      6,227,280  
Wisconsin — 1.2%            

Public Finance Authority, RB(c)

   

Series A, 5.00%, 07/15/39

    190       176,846  

Series A, 5.00%, 07/15/49

    720       629,235  

Series A, 5.00%, 07/15/54

    345       294,626  

Wisconsin Health & Educational Facilities Authority, Refunding RB, 4.00%, 12/01/46

    5,950       5,621,840  
   

 

 

 
      6,722,547  
   

 

 

 

Total Municipal Bonds — 139.2%
(Cost: $775,295,222)

       784,242,510  
   

 

 

 

Municipal Bonds Transferred to Tender Option Bond Trusts(i)

 

District of Columbia — 1.8%

   

District of Columbia Housing Finance Agency, RB, M/F Housing, Series B-2, 4.10%, 09/01/39

    10,265       9,920,096  
   

 

 

 
Georgia — 1.6%            

Main Street Natural Gas, Inc., RB, Series B, 5.00%, 12/01/52(a)

    8,998       9,304,308  
   

 

 

 
 

 

 

52  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments (continued)

July 31, 2023

  

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

 

 
Nebraska — 0.8%            

Central Plains Energy Project, RB, Series 1, 5.00%, 05/01/53(a)

  $ 4,302     $ 4,461,293  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 4.2%
(Cost: $24,243,955)

 

    23,685,697  
   

 

 

 

Total Long-Term Investments — 143.4%
(Cost: $799,539,177)

 

    807,928,207  
   

 

 

 
    Shares        

 

 

Short-Term Securities

   

Money Market Funds — 4.5%

   

BlackRock Liquidity Funds, MuniCash, Institutional Class, 3.57%(j)(k)

    25,211,856       25,211,856  
   

 

 

 

Total Short-Term Securities — 4.5%
(Cost: $25,212,433)

 

    25,211,856  
   

 

 

 

Total Investments — 147.9%
(Cost: $824,751,610)

 

    833,140,063  

Liabilities in Excess of Other Assets — (0.5)%

 

    (2,681,133

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (2.8)%

 

    (15,868,868

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (44.6)%

 

    (251,120,222
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

 

  $ 563,469,840  
   

 

 

 

 

(a) 

Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available.

(b) 

When-issued security.

(c) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(d) 

U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

(e) 

Zero-coupon bond.

(f) 

Step coupon security. Coupon rate will either increase (step-up bond) or decrease (step-down bond) at regular intervals until maturity. Interest rate shown reflects the rate currently in effect.

(g) 

Issuer filed for bankruptcy and/or is in default.

(h) 

Non-income producing security.

(i) 

Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Fund. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

(j) 

Affiliate of the Fund.

(k) 

Annualized 7-day yield as of period end.

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the year ended July 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

                   
Affiliated Issuer  

Value at

07/31/22

   

Purchases

at Cost

   

Proceeds

from Sales

   

Net

Realized

Gain (Loss)

   

Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

07/31/23

   

Shares

Held at

07/31/23

    Income    

Capital Gain

Distributions

from

Underlying

Funds

 

BlackRock Liquidity Funds, MuniCash, Institutional Class

  $ 12,963,148     $ 12,242,130 (a)    $     $ 9,227     $ (2,649   $  25,211,856       25,211,856     $  442,819     $  
       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

  (a) 

Represents net amount purchased (sold).

 

Derivative Financial Instruments Categorized by Risk Exposure

For the period ended July 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

               
    

Commodity

Contracts

    

Credit

Contracts

    

Equity

Contracts

    

Foreign

Currency

Exchange

Contracts

    

Interest

Rate

Contracts

    

Other

Contracts

     Total  

Net Realized Gain (Loss) from:

                   

Futures contracts

  $      $      $      $      $  4,320,811      $      $  4,320,811  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

                   

Futures contracts

  $      $      $      $      $  2,140,754      $      $  2,140,754  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

S C H E D U L EO F  I N V E S T M E N T S

    53  


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Fund, Inc. (MYD)

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

   

Futures contracts:

 

Average notional value of contracts — short

  $ 77,024,758  

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 table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

 

         
     Level 1      Level 2      Level 3      Total  

Assets

          

Investments

          

Long-Term Investments

          

Municipal Bonds

  $      $ 784,242,510      $      $ 784,242,510  

Municipal Bonds Transferred to Tender Option Bond Trusts

           23,685,697               23,685,697  

Short-Term Securities

          

Money Market Funds

    25,211,856                      25,211,856  
 

 

 

    

 

 

    

 

 

    

 

 

 
  $  25,211,856      $   807,928,207      $     —      $   833,140,063   
 

 

 

    

 

 

    

 

 

    

 

 

 

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

  $      $ (15,710,460    $      $ (15,710,460

VRDP Shares at Liquidation Value

           (251,400,000             (251,400,000
 

 

 

    

 

 

    

 

 

    

 

 

 
  $      —      $  (267,110,460    $     —      $  (267,110,460
 

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

54  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security   Par (000)     Value  

Municipal Bonds

   

Alabama — 3.8%

   

Black Belt Energy Gas District, RB 4.00%, 10/01/52(a)

  $ 4,950     $ 4,886,729  

Series A, 5.25%, 01/01/54

    2,985       3,149,587  

Series C-1, 5.25%, 02/01/53(a)

    4,705       4,927,786  

Series F, 5.50%, 11/01/53(a)

    2,920       3,079,403  

Black Belt Energy Gas District, Refunding RB, Series D-1, 5.50%, 06/01/49(b)

    3,065       3,226,544  

Energy Southeast A Cooperative District, RB, Series A-1, 5.50%, 11/01/53

     11,285       12,128,317  

Homewood Educational Building Authority, Refunding RB

   

Series A, 5.00%, 12/01/34

    1,145       1,201,298  

Series A, 5.00%, 12/01/47

    1,010       1,029,748  

Southeast Energy Authority A Cooperative District, RB, Series A-1, 5.50%, 01/01/53(a)

    2,665       2,860,419  
   

 

 

 
       36,489,831  
Arizona — 8.3%            

Arizona Health Facilities Authority, Refunding RB, Series A, 5.00%, 12/01/42

    2,785       2,810,115  

Arizona Industrial Development Authority, RB

   

4.38%, 07/01/39(c)

    875       761,400  

5.00%, 07/01/54(c)

    615       528,864  

7.10%, 01/01/55(c)

    250       255,287  

Series A, (BAM), 5.00%, 06/01/49

    2,500       2,616,507  

Series A, 5.00%, 07/01/49(c)

    1,445       1,278,370  

Series A, 5.00%, 07/15/49(c)

    1,000       892,565  

Series A, 5.00%, 12/15/49(c)

    250       222,915  

Series A, 5.00%, 07/01/54(c)

    1,110       960,209  

Arizona Industrial Development Authority, Refunding RB

   

Series A, 5.13%, 07/01/37(c)

    500       483,839  

Series A, 5.38%, 07/01/50(c)

    1,645       1,526,442  

Series A, 5.50%, 07/01/52(c)

    600       560,827  

Series G, 5.00%, 07/01/47(c)

    2,360       2,108,518  

Series S, 5.00%, 07/01/37

    750       779,214  

City of Buckeye Arizona Excise Tax Revenue, RB, (NGFGC), 5.00%, 07/01/43

    4,000       4,105,016  

City of Lake Havasu City Arizona Wastewater System Revenue, RB, Series B, (AGM), 5.00%, 07/01/40

    3,500       3,593,912  

City of Phoenix Civic Improvement Corp., ARB

   

Series B, AMT, Junior Lien, 5.00%, 07/01/44

    4,515       4,710,915  

Series B, AMT, Junior Lien, 5.00%, 07/01/49

    5,960       6,155,416  

City of Phoenix Civic Improvement Corp., RB,

   

Series A, Junior Lien, 4.00%, 07/01/39

    1,300       1,318,622  

City of Phoenix Civic Improvement Corp., Refunding RB, Series D, Junior Lien, 4.00%, 07/01/40

    1,000       1,002,740  

Glendale Industrial Development Authority, RB, 5.00%, 05/15/56

    825       711,480  

Industrial Development Authority of the City of Phoenix Arizona, RB

   

Series A, 5.00%, 07/01/44

    2,000       2,001,162  

Series A, 6.75%, 07/01/44(c)

    440       446,693  

Series A, 5.00%, 07/01/46(c)

    1,570       1,446,860  

Industrial Development Authority of the City of Phoenix Arizona, Refunding RB

   

5.00%, 07/01/45(c)

    500       463,215  

5.00%, 07/01/46

    500       500,322  
Security  

Par

(000)

    Value  

Arizona (continued)

   

Industrial Development Authority of the County of Pima, RB, 5.00%, 07/01/49(c)

  $ 1,150     $ 1,028,033  

Industrial Development Authority of the County of Pima, Refunding RB(c)

   

5.00%, 06/15/49

    1,985       1,753,696  

5.00%, 06/15/52

    530       460,313  

Maricopa County Industrial Development Authority, RB

   

5.00%, 07/01/47

    1,000       1,005,159  

4.00%, 07/01/50

    1,500       1,360,824  

Series A, 4.00%, 01/01/41

    5,075       5,017,394  

Maricopa County Industrial Development Authority, Refunding RB

   

5.00%, 07/01/47(c)

    1,000       909,007  

5.00%, 07/01/54(c)

    1,220       1,088,959  

Series A, 5.00%, 09/01/37

    1,525       1,590,561  

Series A, 4.13%, 09/01/38

    550       533,070  

Series A, 4.13%, 09/01/42

    750       716,957  

Series A, 5.00%, 09/01/42

    1,000       1,037,467  

Maricopa County Unified School District No. 11- Peoria, GO, (AGM), 5.00%, 07/01/35

    1,250       1,299,648  

McAllister Academic Village LLC, Refunding RB, 5.00%, 07/01/39

    500       521,146  

Phoenix-Mesa Gateway Airport Authority, ARB, AMT, 5.00%, 07/01/38

    3,600       3,602,254  

Pinal County Industrial Development Authority, RB, AMT, 6.25%, 06/01/26

    155       159,294  

Salt River Project Agricultural Improvement & Power District, Refunding RB, Series A, 5.00%, 12/01/41

    2,000       2,064,576  

Salt Verde Financial Corp., RB

   

5.50%, 12/01/29

     2,000       2,133,042  

5.00%, 12/01/32

    155       162,432  

5.00%, 12/01/37

    6,610       6,824,951  

State of Arizona Distribution Revenue, RB, Series B, (BHAC-CR FGIC), 5.50%, 07/01/41(d)

    100       126,844  

Student & Academic Services LLC, RB, (BAM), 5.00%, 06/01/39

    1,400       1,419,713  

University of Arizona, Refunding RB, 5.00%, 06/01/39

    2,050       2,146,965  
   

 

 

 
       79,203,730  
Arkansas — 0.6%            

Arkansas Development Finance Authority, RB

   

AMT, 5.70%, 05/01/53

    1,550       1,576,866  

Series A, AMT, 4.50%, 09/01/49(c)

    2,135       1,936,979  

Series A, AMT, 4.75%, 09/01/49(c)

    2,450       2,334,426  
   

 

 

 
      5,848,271  
California — 13.3%            

ABC Unified School District, GO, Series C, (NPFGC-IBC FGIC), 0.00%, 08/01/34(e)

    1,215       856,599  

Alvord Unified School District, Refunding GO, Series B, Election 2007, (AGM), 0.00%, 08/01/41(e)

    1,175       533,089  

Anaheim Public Financing Authority, RB, Series A, (AGM), 6.00%, 09/01/24

    2,430       2,468,144  

Bay Area Toll Authority, Refunding RB, 4.00%, 04/01/47

    2,000       1,982,934  

California Community Housing Agency, RB, M/F Housing, 3.00%, 08/01/56(c)

    440       288,994  

California Enterprise Development Authority, RB,

   

8.00%, 11/15/62(c)

    1,355       1,327,209  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  55


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security   Par (000)     Value  

California (continued)

   

California Health Facilities Financing Authority, Refunding RB, Sub-Series A-2, 5.00%, 11/01/47

  $ 1,770     $ 2,011,407  

California State Public Works Board, RB

   

Series F, 5.25%, 09/01/33

    835       836,436  

Series I, 5.50%, 11/01/31

    1,000       1,005,861  

California Statewide Communities Development Authority, Refunding RB(c)

   

Series A, 5.00%, 06/01/36

    1,360       1,354,306  

Series A, 5.00%, 06/01/46

    1,680       1,579,358  

Carlsbad Unified School District, GO, Series B, 6.00%, 05/01/34(d)

    5,000       5,099,465  

City of Los Angeles Department of Airports, Refunding ARB, Series D, AMT, Subordinate, 4.00%, 05/15/51

    8,175        7,787,718  

CSCDA Community Improvement Authority, RB, M/F Housing(c)

   

5.00%, 09/01/37

    370       363,831  

4.00%, 10/01/56

    590       486,674  

4.00%, 12/01/56

    575       407,856  

Series A, 4.00%, 06/01/58

    3,700       2,881,260  

Senior Lien, 3.13%, 06/01/57

    2,065       1,413,711  

Series A, Senior Lien, 4.00%, 12/01/58

    4,610       3,549,700  

Grossmont Union High School District, GO, Election 2004, 0.00%, 08/01/31(e)

    5,000       3,977,305  

Grossmont-Cuyamaca Community College District, GO, Series C, Election 2002, (AGC), 0.00%, 08/01/30(e)

     10,030       8,204,680  

Hartnell Community College District, GO, Series D, 7.00%, 08/01/34(d)

    4,125       4,811,606  

Kern Community College District, GO, Series C, 5.50%, 11/01/23(f)

    1,620       1,629,155  

Mount San Antonio Community College District, Refunding GO, CAB, CAB, Series A, Convertible, Election 2013, 6.25%, 08/01/28(d)

    4,445       4,139,349  

Norman Y Mineta San Jose International Airport SJC, Refunding RB, Series A, AMT, 5.00%, 03/01/41

    2,050       2,111,264  

Poway Unified School District, Refunding GO, Series B, 0.00%, 08/01/36(e)

    8,750       5,419,846  

Regents of the University of California Medical Center Pooled Revenue, RB, Series P, 4.00%, 05/15/53

    5,405       5,090,926  

Rio Hondo Community College District, GO(e)

   

Series C, Election 2004, 0.00%, 08/01/37

    4,005       2,328,843  

Series C, Election 2004, 0.00%, 08/01/38

    5,000       2,745,680  

San Bernardino Community College District, GO, Series B, 6.38%, 08/01/34(d)

    10,000       10,313,240  

San Diego Community College District, GO, CAB(e)

   

Election 2006, 0.00%, 08/01/31

    2,145       1,353,409  

Election 2006, 0.00%, 08/01/32

    2,680       1,588,034  

San Diego Unified School District, GO, Series C, Election 2008, 0.00%, 07/01/38(e)

    3,800       2,128,053  

San Diego Unified School District, GO, CAB, Series G, Election 2008, 0.00%, 01/01/24(e)(f)

    7,295       3,751,260  

San Diego Unified School District, Refunding GO, CAB(e)

   

Series R-1, 0.00%, 07/01/30

    5,000       4,056,430  

Series R-1, 0.00%, 07/01/31

    3,005       2,362,892  
Security  

Par

(000)

    Value  
California (continued)            

San Francisco City & County Airport Comm-San Francisco International Airport, Refunding ARB

   

Series A, AMT, 5.50%, 05/01/28

  $ 1,065     $ 1,066,490  

Series A, AMT, 5.25%, 05/01/33

    830       830,673  

San Mateo County Community College District, GO,

   

Series C, (NPFGC), 0.00%, 09/01/30(e)

    12,740       10,429,869  

State of California, GO, 5.50%, 04/01/28

    5       5,008  

Walnut Valley Unified School District, GO, Series B, Election 2007, 0.00%, 08/01/36(e)

    5,500       3,397,163  

Washington Township Health Care District, GO, Series B, Election 2004, 5.50%, 08/01/40

    625       636,101  

Yosemite Community College District, GO, Series D, Election 2004, 0.00%, 08/01/36(e)

     15,000       9,339,555  
   

 

 

 
       127,951,383  
Colorado — 3.0%            

Centerra Metropolitan District No. 1, TA, 5.00%, 12/01/47(c)

    345       313,390  

City & County of Denver Colorado Airport System Revenue, ARB

   

Series A, AMT, 5.50%, 11/15/28

    1,000       1,005,158  

Series A, AMT, 5.50%, 11/15/30

    330       331,711  

Series A, AMT, 5.50%, 11/15/31

    400       402,080  

City & County of Denver Colorado Airport System Revenue, Refunding ARB, Series A, AMT, 5.50%, 11/15/53

    2,955       3,202,012  

City & County of Denver Colorado Pledged Excise Tax Revenue, RB, CAB, Series A-2, 0.00%, 08/01/37(e)

    1,760       982,995  

City & County of Denver Colorado, COP, Series A, 4.00%, 06/01/48

    1,805       1,744,033  

Colorado Health Facilities Authority, RB

   

5.50%, 11/01/47

    2,400       2,568,826  

Series A, 4.00%, 11/15/46

    2,555       2,423,474  

Colorado Health Facilities Authority, Refunding RB

   

Series A, 4.00%, 08/01/44

    1,060       985,344  

Series A, 5.00%, 05/15/52

    4,285       4,546,209  

Denver City & County School District No. 1, GO, (SAW), 4.00%, 12/01/45

    5,420       5,403,306  

State of Colorado, COP, Series S, 4.00%, 03/15/40

    4,400       4,399,868  
   

 

 

 
      28,308,406  
Connecticut — 0.2%            

Connecticut Housing Finance Authority, Refunding RB, S/F Housing, Series A-1, 3.80%, 11/15/39

    260       246,155  

Connecticut State Health & Educational Facilities Authority, RB

   

5.25%, 07/15/48

    525       574,378  

4.25%, 07/15/53

    705       681,717  

Series A-1, 5.00%, 10/01/54(c)

    205       153,009  
   

 

 

 
      1,655,259  
Delaware — 0.2%            

Delaware State Health Facilities Authority, RB, 5.00%, 06/01/48

    1,605       1,633,694  
   

 

 

 
District of Columbia — 0.7%            

District of Columbia, RB

   

Series B-1, (NPFGC-IBC FGIC), 5.00%, 02/01/31

    435       435,462  
 

 

 

56  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

District of Columbia (continued)

   

District of Columbia, RB (continued)

   

Series C, 4.00%, 05/01/45

  $ 3,280     $ 3,289,266  

Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Series B, Subordinate, 4.00%, 10/01/49

    2,875       2,711,321  
   

 

 

 
      6,436,049  
Florida — 11.8%            

Brevard County Health Facilities Authority, Refunding RB, 5.00%, 04/01/39

     3,775        3,815,868  

Capital Trust Agency, Inc., RB(c)

   

5.00%, 01/01/55

    825       636,770  

Series A, 5.00%, 06/01/55

    1,285       1,082,362  

Series A, 5.50%, 06/01/57

    460       417,569  

City of South Miami Health Facilities Authority, Inc., Refunding RB, 5.00%, 08/15/42

    4,215       4,378,605  

City of Tampa Florida Water & Wastewater System Revenue, RB, Series A, 5.25%, 10/01/57

    5,055       5,596,896  

City of Tampa Florida, RB, CAB(e)

   

Series A, 0.00%, 09/01/49

    1,725       452,212  

Series A, 0.00%, 09/01/53

    1,840       389,132  

County of Broward Florida Airport System Revenue, ARB

   

AMT, 5.25%, 09/01/47

    3,650       3,897,251  

Series A, AMT, 4.00%, 10/01/49

    3,315       3,085,098  

Series A, AMT, 5.00%, 10/01/49

    300       312,036  

County of Lee Florida Airport Revenue, ARB, Series B, AMT, 5.00%, 10/01/46

    3,210       3,360,369  

County of Miami-Dade Florida Aviation Revenue, Refunding RB

   

5.00%, 10/01/41

    3,800       3,941,645  

AMT, 5.00%, 10/01/34

    450       455,850  

County of Miami-Dade Seaport Department, ARB(f)

   

Series A, 5.38%, 10/01/23

    1,170       1,173,704  

Series B, AMT, 6.00%, 10/01/23

    3,765       3,777,884  

Series B, AMT, 6.25%, 10/01/23

    1,500       1,505,736  

County of Miami-Dade Seaport Department, Refunding RB

   

Series A, AMT, 5.00%, 10/01/42

    1,315       1,381,127  

Series A, AMT, 5.00%, 10/01/47

    2,195       2,289,934  

Series A, AMT, 5.25%, 10/01/52

    1,040       1,095,348  

Series A-1, AMT, (AGM), 4.00%, 10/01/45

    2,885       2,704,209  

County of Osceola Florida Transportation Revenue, Refunding RB, CAB(e)

   

Series A-2, 0.00%, 10/01/38

    1,000       460,940  

Series A-2, 0.00%, 10/01/41

    1,900       734,888  

Series A-2, 0.00%, 10/01/42

    2,210       805,848  

Series A-2, 0.00%, 10/01/46

    1,840       535,574  

Series A-2, 0.00%, 10/01/47

    2,970       822,188  

Series A-2, 0.00%, 10/01/48

    1,045       272,355  

County of Pasco Florida, RB, (AGM), 5.75%, 09/01/54

    660       740,123  

Florida Development Finance Corp., RB(c)

   

6.50%, 06/30/57

    1,230       1,200,019  

AMT, 5.00%, 05/01/29

    1,275       1,205,880  

Florida Development Finance Corp., Refunding RB, 5.00%, 09/15/40(c)

    710       642,199  

Greater Orlando Aviation Authority, ARB

   

Series A, AMT, 5.00%, 10/01/40

    3,890       4,008,322  

Series A, AMT, 4.00%, 10/01/52

    6,600       6,088,534  

Sub-Series A, AMT, 5.00%, 10/01/47

    16,620       17,102,678  
Security  

Par

(000)

    Value  
Florida (continued)            

Hillsborough County Aviation Authority, ARB, AMT, 5.00%, 10/01/48

  $ 5,765     $ 5,907,269  

Hillsborough County Aviation Authority, Refunding RB, Sub-Series A, AMT, 5.50%, 10/01/23(f)

    1,995       2,000,223  

Lakewood Ranch Stewardship District, SAB

   

5.25%, 05/01/37

    240       241,661  

3.85%, 05/01/39

    450       388,889  

5.38%, 05/01/47

    260       258,418  

4.00%, 05/01/49

    675       538,824  

Lakewood Ranch Stewardship District, SAB, S/F Housing

   

4.00%, 05/01/40

    365       312,805  

4.00%, 05/01/50

    605       472,557  

Lee County Housing Finance Authority, RB, S/F Housing, Series A-2, AMT, (FHLMC, FNMA, GNMA), 6.00%, 09/01/40

    25       25,010  

Miami-Dade County Educational Facilities Authority, Refunding RB, Series A, 5.00%, 04/01/40

    6,595       6,713,670  

Orange County Health Facilities Authority, RB, 4.00%, 10/01/52

    6,605       6,162,366  

Orange County Health Facilities Authority, Refunding RB

   

5.00%, 08/01/41

    1,325       1,364,750  

5.00%, 08/01/47

    3,845       3,960,350  

Orange County Housing Finance Authority, RB, S/F Housing, Series A, (FHLMC, FNMA, GNMA), 3.75%, 09/01/47

    335       327,755  

Palm Beach County Health Facilities Authority, RB, Series B, 4.00%, 11/15/41

    160       132,344  

Seminole Improvement District, RB

   

5.00%, 10/01/32

    255       251,541  

5.30%, 10/01/37

    290       287,748  

Storey Creek Community Development District, SAB

   

4.00%, 12/15/39

    415       363,031  

4.13%, 12/15/49

    350       284,137  

Village Community Development District No. 14, SAB, 5.50%, 05/01/53

    1,955       2,012,489  

Village Community Development District No. 15, SAB, 5.25%, 05/01/54

    790       799,747  
   

 

 

 
       113,174,737  
Georgia — 4.4%            

Development Authority for Fulton County, RB, 4.00%, 07/01/49

     1,855       1,682,363  

East Point Business & Industrial Development Authority, RB, Series A, 5.25%, 06/15/62(c)

    715       640,527  

Gainesville & Hall County Hospital Authority, RB, Series A, 4.00%, 02/15/51

    2,875       2,635,659  

Georgia Housing & Finance Authority, Refunding RB, 3.70%, 06/01/49

    6,875       5,991,507  

Georgia Ports Authority, ARB, 4.00%, 07/01/52

    1,345       1,302,125  

Main Street Natural Gas, Inc., RB

   

Series A, 5.00%, 05/15/37

    1,475       1,505,696  

Series A, 5.00%, 05/15/38

    910       921,602  

Series A, 5.00%, 05/15/43

    1,620       1,616,099  

Series A, 5.00%, 05/15/49

    1,230       1,217,843  

Series A, 5.00%, 06/01/53(a)

    7,360       7,641,527  

Series C, 5.00%, 09/01/53

    4,090       4,302,406  

Municipal Electric Authority of Georgia, RB

   

(AGM), 5.00%, 07/01/52

    1,770       1,860,042  

Class A, 5.50%, 07/01/63

    1,275       1,323,519  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  57


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Georgia (continued)            

Municipal Electric Authority of Georgia, RB (continued)

   

Series A, 5.00%, 01/01/59

  $ 1,870     $ 1,886,103  

Municipal Electric Authority of Georgia, Refunding RB, Series EE, (AMBAC), 7.00%, 01/01/25

    7,475       7,807,092  

Private Colleges & Universities Authority, RB, 5.00%, 04/01/24(f)

    330       333,573  
   

 

 

 
       42,667,683  
Hawaii — 0.5%            

State of Hawaii Airports System Revenue, ARB, Series A, AMT, 5.00%, 07/01/48

    3,890       3,983,555  

State of Hawaii Airports System Revenue, COP

   

AMT, 5.25%, 08/01/25

    485       485,289  

AMT, 5.25%, 08/01/26

    525       525,320  
   

 

 

 
      4,994,164  
Illinois — 12.1%            

Chicago Board of Education, GO

   

Series A, 5.00%, 12/01/34

     3,665       3,815,738  

Series A, 5.00%, 12/01/40

    4,090       4,135,428  

Series C, 5.25%, 12/01/35

    970       979,482  

Series D, 5.00%, 12/01/46

    1,230       1,205,932  

Series H, 5.00%, 12/01/36

    295       299,846  

Chicago Board of Education, Refunding GO

   

Series A, 5.00%, 12/01/30

    355       368,485  

Series C, 5.00%, 12/01/25

    415       417,963  

Series D, 5.00%, 12/01/25

    530       533,784  

Series G, 5.00%, 12/01/34

    290       297,586  

Chicago Midway International Airport, Refunding ARB, Series B, 5.00%, 01/01/46

    7,060       7,250,267  

Chicago Midway International Airport, Refunding RB

   

Series A, AMT, 2nd Lien, 5.00%, 01/01/34

    1,475       1,478,603  

Series A, AMT, 2nd Lien, 5.00%, 01/01/41

    2,070       2,075,995  

Chicago O’Hare International Airport, ARB, Series D, Senior Lien, 5.25%, 01/01/42

    6,885       7,204,202  

Chicago O’Hare International Airport, Refunding ARB

   

Series A, AMT, Senior Lien, 5.00%, 01/01/48

    2,750       2,833,776  

Series A, AMT, Senior Lien, 4.38%, 01/01/53

    2,780       2,672,520  

Chicago O’Hare International Airport, Refunding RB, Series B, AMT, 5.00%, 01/01/31

    2,500       2,501,470  

Chicago Transit Authority Sales Tax Receipts Fund, RB, 5.25%, 12/01/49

    1,610       1,630,751  

Chicago Transit Authority Sales Tax Receipts Fund, Refunding RB, Series A, 2nd Lien, 5.00%, 12/01/57

    2,575       2,681,033  

City of Chicago Illinois Wastewater Transmission Revenue, RB, Series A, 2nd Lien, (AGM), 5.25%, 01/01/53

    1,160       1,266,413  

City of Chicago Illinois Waterworks Revenue, RB, Series A, 2nd Lien, (AGM), 5.25%, 11/01/53

    1,920       2,084,076  

Cook County Community College District No. 508, GO

   

5.50%, 12/01/38

    1,000       1,003,953  

5.25%, 12/01/43

    1,500       1,502,784  

Illinois Finance Authority, RB, 5.00%, 10/01/48

    1,760       1,919,430  

Illinois Finance Authority, Refunding RB

   

Series A, 5.00%, 11/15/45

    2,945       2,997,633  

Series C, 4.00%, 02/15/27(f)

    40       41,549  

Series C, 4.13%, 08/15/37

    2,430       2,382,418  
Security  

Par

(000)

    Value  
Illinois (continued)            

Illinois Finance Authority, Refunding RB (continued)

   

Series C, 4.00%, 02/15/41

  $ 870     $ 865,567  

Series C, 5.00%, 08/15/44

    820       828,816  

Illinois Housing Development Authority, RB, S/F Housing, Series A, (FHLMC, FNMA, GNMA), 4.13%, 10/01/38

    320       320,756  

Illinois State Toll Highway Authority, RB

   

Series A, 5.00%, 01/01/40

    6,460       6,620,544  

Series B, 5.00%, 01/01/40

    2,460       2,535,785  

Series C, 5.00%, 01/01/38

    3,245       3,325,943  

Metropolitan Pier & Exposition Authority, RB

   

Series A, (NPFGC), 0.00%, 12/15/26(e)

    5,000       4,396,080  

Series A, (NPFGC), 0.00%, 12/15/33(e)

    9,950       6,813,282  

Series A, 5.00%, 06/15/57

    3,005       3,050,682  

Metropolitan Pier & Exposition Authority, RB, CAB(e)

   

(BAM-TCRS), 0.00%, 12/15/56

    2,965       602,177  

Series A, (NPFGC), 0.00%, 06/15/30

    14,205       11,082,826  

Series A, (NPFGC), 0.00%, 06/15/30(g)

    800       630,406  

Metropolitan Pier & Exposition Authority, Refunding RB, Series B, (AGM), 0.00%, 06/15/44(e)

    8,075       3,166,926  

Metropolitan Pier & Exposition Authority, Refunding RB, CAB, Series B, (BAM-TCRS), 0.00%, 12/15/54(e)

    4,140       938,654  

Regional Transportation Authority, RB, Series B, (NPFGC), 5.75%, 06/01/33

    3,200       3,765,597  

State of Illinois, GO

   

5.25%, 02/01/30

    2,010       2,022,106  

5.25%, 02/01/32

    2,330       2,344,667  

5.25%, 02/01/34

    1,610       1,619,832  

5.50%, 05/01/39

    2,785       3,016,292  

Series B, 5.25%, 05/01/40

     2,345       2,517,226  

Series D, 5.00%, 11/01/27

    440       467,756  
   

 

 

 
       116,513,037  
Indiana — 0.3%            

City of Valparaiso Indiana, RB, AMT, 6.75%, 01/01/34

    1,350       1,361,870  

Indianapolis Local Public Improvement Bond Bank, RB

   

5.25%, 02/01/48

    895       993,520  

4.13%, 02/01/52

    950       912,265  
   

 

 

 
      3,267,655  
Iowa — 0.0%            

Iowa Student Loan Liquidity Corp., Refunding RB, Series B, AMT, 3.00%, 12/01/39

    210       197,122  
   

 

 

 
Kansas — 0.1%            

City of Lenexa Kansas, Refunding RB, Series A, 5.00%, 05/15/43

    550       501,811  
   

 

 

 
Kentucky — 0.8%            

City of Henderson Kentucky, RB, Series A, AMT, 4.70%, 01/01/52(c)

    555       530,819  

County of Boyle Kentucky, Refunding RB

   

Series A, 4.25%, 06/01/46

    740       707,447  

Series A, 5.25%, 06/01/49

    1,305       1,394,028  

Fayette County School District Finance Corp., RB
(NGFGC), 5.00%, 06/01/44

    1,455       1,570,997  
 

 

 

58  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Kentucky (continued)            

Fayette County School District Finance Corp., RB (continued)

   

(BAM-TCRS), 5.00%, 06/01/46

  $ 1,285     $ 1,381,519  

Kentucky Public Energy Authority, RB, Series A-1, 4.00%, 08/01/52(a)

    2,000       1,960,282  
   

 

 

 
      7,545,092  
Louisiana — 2.9%            

Jefferson Sales Tax District, RB

   

Series B, (AGM), 5.00%, 12/01/34

    330       357,130  

Series B, (AGM), 5.00%, 12/01/35

    440       473,660  

Series B, (AGM), 5.00%, 12/01/36

    395       421,556  

Series B, (AGM), 5.00%, 12/01/37

    495       524,719  

Lake Charles Harbor & Terminal District, ARB, Series B, AMT, (AGM), 5.50%, 01/01/29

    1,500       1,510,558  

Louisiana Public Facilities Authority, Refunding RB

   

5.00%, 05/15/42

    4,600       4,708,698  

5.00%, 05/15/47

    1,895       1,918,155  

Louisiana Stadium & Exposition District, Refunding RB, Series A, 5.00%, 07/01/48

    4,020       4,310,473  

New Orleans Aviation Board, ARB

   

Series B, AMT, 5.00%, 01/01/45

    4,620       4,637,080  

Series B, AMT, 5.00%, 01/01/48

    4,780       4,807,891  

State of Louisiana Gasoline & Fuels Tax Revenue, Refunding RB, Series A, 1st Lien, 4.00%, 05/01/25(f)

     3,605       3,645,131  
   

 

 

 
       27,315,051  
Maryland — 2.9%            

Anne Arundel County Consolidated Special Taxing District, Refunding ST, 5.00%, 07/01/32

    495       495,482  

Anne Arundel County Consolidated Special Taxing District, ST, 5.25%, 07/01/44

    250       245,183  

City of Baltimore Maryland, RB

   

Series A, 5.00%, 01/01/24(f)

    1,000       1,006,660  

Series A, 5.00%, 07/01/46

    495       512,184  

Series C, 5.00%, 01/01/24(f)

    1,000       1,006,659  

City of Baltimore Maryland, Refunding RB

   

5.00%, 09/01/46

    750       681,493  

Series A, 4.50%, 09/01/33

    185       179,091  

Series A, 5.00%, 09/01/38

    250       249,831  

City of Baltimore Maryland, Refunding TA(c)

   

Series A, Senior Lien, 3.50%, 06/01/39

    650       544,261  

Series A, Senior Lien, 3.63%, 06/01/46

    1,095       857,665  

City of Baltimore Maryland, TA(c)

   

Series B, 3.70%, 06/01/39

    200       171,804  

Series B, 3.88%, 06/01/46

    300       244,869  

County of Howard Maryland, TA, 6.10%, 02/15/44

    250       251,408  

County of Prince George’s Maryland, TA, 5.25%, 07/01/48(c)

    300       297,496  

Howard County Housing Commission, RB, M/F Housing

   

5.00%, 12/01/42

    500       513,869  

4.00%, 06/01/46

    500       454,886  

Series A, 5.00%, 06/01/44

    550       552,658  

Maryland Community Development Administration, RB, M/F Housing, Series D, 3.70%, 07/01/35

    500       484,601  

Maryland Economic Development Corp., RB
5.00%, 07/01/56

    390       387,908  
Security  

Par

(000)

    Value  
Maryland (continued)            

Maryland Economic Development Corp., RB (continued)

   

Class B, AMT, 5.25%, 06/30/55

  $ 2,920     $ 3,011,834  

Maryland Economic Development Corp., Refunding RB

   

5.00%, 07/01/37

    500       496,236  

(AGM), 5.00%, 06/01/43

    1,350       1,386,042  

Series A, 5.00%, 06/01/35

    100       104,279  

Maryland Health & Higher Educational Facilities Authority, RB

   

4.00%, 07/01/48

    300       280,778  

Series 2017, 5.00%, 12/01/46

    250       257,806  

Series A, 5.00%, 05/15/42

    2,330       2,394,543  

Series B, 4.00%, 04/15/45

    250       240,558  

Maryland Health & Higher Educational Facilities Authority, Refunding RB

   

4.00%, 07/01/24(f)

    100       100,617  

5.00%, 07/01/24(f)

    700       710,562  

5.00%, 06/01/29

    500       500,233  

5.00%, 07/01/34

    510       542,483  

5.00%, 07/01/35

    200       205,775  

5.00%, 07/01/40

    1,000       1,013,647  

4.00%, 07/01/41

    500       485,457  

5.00%, 08/15/42

    1,000       1,010,152  

4.13%, 07/01/47

    500       475,092  

Maryland State Transportation Authority Passenger Facility Charge Revenue, ARB, AMT, 4.00%, 06/01/29

    1,925       1,925,312  

Montgomery County Housing Opportunities Commission, Refunding RB, S/F Housing, Series C, AMT, 3.30%, 07/01/39

     2,830       2,573,005  

Washington Suburban Sanitary Commission, RB, Second Series, (GTD), 4.00%, 06/01/41

    875       883,050  
   

 

 

 
       27,735,469  
Massachusetts — 3.6%            

Commonwealth of Massachusetts, GO, Series C, 5.00%, 07/01/45

    1,000       1,024,583  

Massachusetts Bay Transportation Authority Sales Tax Revenue, Refunding RB, Series A, 5.25%, 07/01/29

    730       835,998  

Massachusetts Development Finance Agency, RB

   

5.00%, 10/01/46

    500       501,868  

5.00%, 07/01/47

    580       582,369  

5.00%, 10/01/48

    200       185,247  

Series A, 5.25%, 01/01/42

    500       505,669  

Series A, (AMBAC), 5.75%, 01/01/42

    650       811,979  

Series A, 5.00%, 01/01/47

    5,945       5,953,394  

Massachusetts Development Finance Agency, Refunding RB

   

5.00%, 07/01/37

    150       151,589  

4.00%, 07/01/39

    2,545       2,277,299  

5.00%, 04/15/40

    1,000       1,002,823  

4.13%, 10/01/42(c)

    550       454,865  

4.00%, 12/01/42

    485       427,630  

5.00%, 09/01/43

    500       490,708  

4.00%, 07/01/44

    250       252,150  

5.00%, 07/01/47

    7,685       7,877,117  

Series A, 4.00%, 06/01/29(f)

    420       450,441  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  59


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Massachusetts (continued)            

Massachusetts Development Finance Agency, Refunding RB (continued)

   

Series E, 4.00%, 07/01/38

  $ 500     $ 475,433  

Series FF, 4.00%, 10/01/46

     1,280       1,257,535  

Series P, 5.45%, 05/15/59

    1,500       1,680,270  

Massachusetts Educational Financing Authority, RB

   

AMT, 5.00%, 01/01/27

    1,000       1,011,118  

Series B, AMT, 2.63%, 07/01/36

    30       29,254  

AMT, Subordinate, 3.75%, 07/01/47

    2,135       1,729,136  

Massachusetts Educational Financing Authority, Refunding RB, AMT, 3.50%, 07/01/33

    80       77,849  

Massachusetts Health & Educational Facilities Authority, Refunding RB, Series M, 5.50%, 02/15/27

    1,000       1,090,110  

Massachusetts Housing Finance Agency, RB, M/F Housing

   

Series A, 3.80%, 12/01/43

    500       445,505  

Series A, 3.85%, 06/01/46

    130       113,776  

Massachusetts Housing Finance Agency, Refunding RB

   

Series A, AMT, 4.45%, 12/01/42

    960       915,177  

Series A, AMT, 4.50%, 12/01/47

    255       247,149  

Massachusetts Housing Finance Agency, Refunding RB, S/F Housing, Series 214, (FHLMC, FNMA, GNMA), 2.95%, 12/01/44

    465       399,691  

Massachusetts State College Building Authority, Refunding RB, Series B, (AGC SAP), 5.50%, 05/01/39

    825       1,009,340  
   

 

 

 
       34,267,072  
Michigan — 5.6%            

City of Lansing Michigan, Refunding GO

   

Series B, (AGM), 4.13%, 06/01/48

    5,035       4,908,440  

Series B, (AGM), 5.00%, 06/01/48

    2,660       2,889,138  

Eastern Michigan University, RB

   

Series A, (AGM), 4.00%, 03/01/44

    1,455       1,395,878  

Series A, 4.00%, 03/01/47

    1,455       1,300,419  

Michigan Finance Authority, RB

   

4.00%, 02/15/50

    5,000       4,680,190  

4.00%, 02/15/44

    1,695       1,622,834  

Series A, 4.00%, 11/15/50

    5,680       5,329,379  

Series S, 5.00%, 11/01/44

    4,670       4,769,032  

Michigan Finance Authority, Refunding RB
4.00%, 11/15/46

    3,420       3,216,630  

Series A, 4.00%, 12/01/40

    7,000       6,869,898  

Michigan State Building Authority, Refunding RB, Series II, 4.00%, 10/15/47(b)

    1,965       1,904,460  

Michigan State Housing Development Authority, RB, M/F Housing

   

Series A, 4.05%, 10/01/48

    1,855       1,704,231  

Series A, AMT, 2.55%, 10/01/51

    2,360       1,528,777  

Series A, AMT, 4.15%, 10/01/53

    1,740       1,565,264  

Michigan State Housing Development Authority, RB, S/F Housing, Series B, 2.95%, 12/01/39

    675       560,580  

Michigan Strategic Fund, RB, AMT, 5.00%, 12/31/43

    6,310       6,384,856  
Security  

Par

(000)

    Value  
Michigan (continued)            

State of Michigan Trunk Line Revenue, RB, 4.00%, 11/15/46

  $  2,485     $ 2,422,057  

Western Michigan University, Refunding RB, (AGM), 5.00%, 11/15/23(f)

    900       904,072  
   

 

 

 
       53,956,135  
Minnesota — 0.2%            

Minnesota Higher Education Facilities Authority, RB, Series A, 5.00%, 10/01/47

    1,615       1,712,946  
   

 

 

 
Missouri — 0.4%            

Health & Educational Facilities Authority of the State of Missouri, RB, 4.00%, 11/15/42

    1,015       973,697  

Kansas City Industrial Development Authority, ARB

   

AMT, 5.00%, 03/01/46

    530       543,739  

Series B, AMT, 5.00%, 03/01/39

    2,505       2,635,453  
   

 

 

 
      4,152,889  
Nebraska — 0.8%            

Central Plains Energy Project, Refunding RB, Series A, 5.00%, 09/01/37

    4,260       4,436,172  

Omaha Public Power District, Refunding RB, Series A, 4.00%, 02/01/42

    3,645       3,603,283  
   

 

 

 
      8,039,455  
Nevada — 1.5%            

County of Clark Nevada, GO, Series A, 5.00%, 05/01/48

    2,740       2,878,129  

County of Clark Nevada, RB, Subordinate, (AGM), 4.00%, 07/01/40

    7,285       7,222,793  

Las Vegas Convention & Visitors Authority, RB, Series B, 4.00%, 07/01/49

    2,000       1,834,234  

Las Vegas Valley Water District, GO, Series A, 4.00%, 06/01/51

    2,910       2,809,364  
   

 

 

 
      14,744,520  
New Hampshire — 0.4%            

New Hampshire Business Finance Authority, Refunding RB(a)(c)

   

Series A, 3.63%, 07/01/43

    265       201,593  

Series B, AMT, 3.75%, 07/01/45

    1,075       831,073  

New Hampshire Housing Finance Authority, RB, M/F Housing, Series 1, 4.00%, 07/01/52

    3,200       2,777,709  
   

 

 

 
      3,810,375  
New Jersey — 7.2%            

Camden County Improvement Authority, RB, 6.00%, 06/15/62

    655       679,636  

Hudson County Improvement Authority, RB, 5.00%, 05/01/46

    1,930       1,991,142  

New Jersey Economic Development Authority, RB

   

Series WW, 5.00%, 06/15/25(f)

    2,690       2,778,971  

Series WW, 5.25%, 06/15/25(f)

    1,125       1,167,357  

AMT, (AGM), 5.00%, 01/01/31

    900       903,475  

AMT, 5.13%, 01/01/34

    1,620       1,625,568  

AMT, 5.38%, 01/01/43

    2,115       2,120,019  

New Jersey Economic Development Authority, Refunding RB

   

Series BBB, 5.50%, 12/15/26(f)

    5,360       5,809,784  

Sub-Series A, 4.00%, 07/01/32

    1,510       1,522,577  
 

 

 

60  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
New Jersey (continued)            

New Jersey Higher Education Student Assistance Authority, RB, Series C, AMT, Subordinate, 4.25%, 12/01/50

  $  2,135     $ 1,953,316  

New Jersey Higher Education Student Assistance Authority, Refunding RB, Series B, AMT, 4.00%, 12/01/41

    3,180       3,134,567  

New Jersey Transportation Trust Fund Authority, RB

   

Series A, (NPFGC), 5.75%, 06/15/25

    2,000       2,085,230  

Series A, 0.00%, 12/15/29(e)

    7,530       5,997,253  

Series AA, 5.00%, 06/15/38

    4,325       4,388,759  

Series AA, 4.13%, 06/15/39

    1,210       1,213,654  

Series AA, 4.00%, 06/15/40

    1,060       1,039,704  

Series AA, 4.00%, 06/15/50

    2,000       1,905,650  

Series AA, 5.00%, 06/15/50

    2,650       2,819,298  

Series BB, 4.00%, 06/15/50

    4,900       4,666,035  

Series D, 5.00%, 06/15/32

    1,610       1,648,147  

New Jersey Transportation Trust Fund Authority, Refunding RB

   

Series A, 5.00%, 12/15/36

    180       192,464  

Series A, 5.00%, 06/15/37

    1,940       2,160,078  

Series A, 5.25%, 06/15/42

    775       861,735  

New Jersey Turnpike Authority, RB

   

Series A, 4.00%, 01/01/42

    1,740       1,750,482  

Series A, 4.00%, 01/01/48

    3,310       3,270,515  

Tobacco Settlement Financing Corp., Refunding RB

   

Series A, 5.00%, 06/01/35

    3,220       3,435,331  

Sub-Series B, 5.00%, 06/01/46

    8,360       8,344,601  
   

 

 

 
       69,465,348  
New Mexico — 0.0%            

City of Santa Fe New Mexico, RB, Series A, 5.00%, 05/15/44

    415       359,078  
   

 

 

 
New York — 9.5%            

City of New York, GO

   

Series A-1, 5.00%, 08/01/47

    930       1,009,586  

Series B, 5.25%, 10/01/41

    1,955       2,222,485  

Metropolitan Transportation Authority, Refunding RB

   

Series B, 5.00%, 11/15/29

    540       563,826  

Series C-1, 5.00%, 11/15/56

    6,550       6,647,667  

New York City Housing Development Corp., RB, M/F Housing

   

Sustainability Bonds, 4.80%, 02/01/53

    2,250       2,277,796  

Series I-1, Sustainability Bonds, 2.70%, 11/01/55

    1,050       688,001  

New York City Transitional Finance Authority Building Aid Revenue, RB, Series S-1, Subordinate, (SAW), 4.00%, 07/15/42

    2,910       2,909,386  

New York City Transitional Finance Authority Future Tax Secured Revenue, RB, Series F-1, Subordinate, 5.00%, 02/01/42

    7,285       8,004,962  

New York Counties Tobacco Trust IV, Refunding RB, Series A, 6.25%, 06/01/41(c)

    1,100       1,100,299  

New York Liberty Development Corp., Refunding RB

   

Series 1, 5.00%, 11/15/44(c)

    2,630       2,566,775  

Series A, 2.88%, 11/15/46

    3,140       2,295,412  

Series A, (BAM-TCRS), 3.00%, 11/15/51

    7,485       5,530,861  

Series A, 3.00%, 11/15/51

    3,725       2,703,460  

New York Power Authority, Refunding RB

   

Series A, 4.00%, 11/15/55

    2,185       2,122,181  

Series A, 4.00%, 11/15/60

    1,570       1,499,465  
Security  

Par

(000)

    Value  
New York (continued)            

New York State Housing Finance Agency, RB, Series B, (SONYMA), 3.88%, 11/01/48

  $ 400     $ 344,077  

New York State Thruway Authority, RB, Series N, 4.00%, 01/01/46

    2,630       2,589,025  

New York State Thruway Authority, Refunding RB, Series B, Subordinate, 4.00%, 01/01/50

    510       487,933  

New York State Urban Development Corp., Refunding RB, 4.00%, 03/15/46

    5,960       5,861,386  

New York Transportation Development Corp., ARB
AMT, 5.00%, 12/01/36

    1,650       1,761,891  

Series A, AMT, 5.25%, 01/01/50

    6,045       6,057,628  

New York Transportation Development Corp., RB, AMT, 5.00%, 10/01/35

    3,460       3,622,755  

Port Authority of New York & New Jersey, ARB, Series 221, AMT, 4.00%, 07/15/55

    5,155       4,760,890  

Port Authority of New York & New Jersey, Refunding ARB

   

186th Series, AMT, 5.00%, 10/15/36

    570       580,710  

Series 197, AMT, 5.00%, 11/15/35

    905       948,890  

Triborough Bridge & Tunnel Authority Sales Tax Revenue, RB

   

Series A, 4.13%, 05/15/53

    11,585       11,415,071  

Series A, 4.50%, 05/15/63

    3,500       3,570,826  

Triborough Bridge & Tunnel Authority, RB

   

Series A, 5.00%, 11/15/49

    665       711,503  

Series D-2, Senior Lien, 5.25%, 05/15/47

    6,030       6,715,665  
   

 

 

 
      91,570,412  
North Carolina — 0.4%            

University of North Carolina at Chapel Hill, RB, 5.00%, 02/01/49

    2,900       3,308,308  
   

 

 

 
Ohio — 3.4%            

Buckeye Tobacco Settlement Financing Authority, Refunding RB, Series B-2, Class 2, 5.00%, 06/01/55

    18,110       16,864,014  

County of Franklin Ohio, RB, 5.00%, 11/01/48

    1,650       1,852,425  

County of Hamilton Ohio, RB, Series CC, 5.00%, 11/15/49

    3,000       3,457,125  

Northeast Ohio Regional Sewer District, Refunding RB, 4.00%, 11/15/24(f)

    3,315       3,344,479  

Ohio Air Quality Development Authority, RB, AMT, 5.00%, 07/01/49(c)

    260       238,467  

Ohio Housing Finance Agency, RB, S/F Housing, Series A, (FHLMC, FNMA, GNMA), 4.00%, 09/01/48

    350       356,477  

Ohio Turnpike & Infrastructure Commission, RB, CAB, Series A-2, Junior Lien, 0.00%, 02/15/37(e)

     10,040       5,902,787  

State of Ohio, Refunding RB, Series A, 4.00%, 01/15/50

    1,055       982,514  
   

 

 

 
       32,998,288  
Oklahoma — 0.4%            

Oklahoma Development Finance Authority, RB, Series B, 5.50%, 08/15/52

    560       555,711  

Oklahoma Turnpike Authority, RB, Series A, 4.00%, 01/01/48

    1,640       1,602,424  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  61


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Oklahoma (continued)            

Oklahoma Water Resources Board, RB, 4.00%, 04/01/48

  $ 1,280     $ 1,257,443  

Tulsa County Industrial Authority, Refunding RB, 5.25%, 11/15/37

    450       451,046  
   

 

 

 
      3,866,624  
Oregon — 1.5%            

Clackamas Community College District, GO(d)

   

Series A, 5.00%, 06/15/39

    605       641,119  

Series A, 5.00%, 06/15/40

    440       465,550  

Clackamas County School District No. 12 North Clackamas, GO, CAB, Series A, (GTD), 0.00%, 06/15/38(e)

    2,355       1,228,620  

Port of Portland Oregon Airport Revenue, Refunding ARB, 29th Series, AMT, 5.50%, 07/01/48

     10,745       11,891,427  
   

 

 

 
       14,226,716  
Pennsylvania — 9.9%            

Allegheny County Airport Authority, ARB

   

Series A, AMT, 5.00%, 01/01/51

    3,600       3,726,086  

Series A, AMT, 5.00%, 01/01/56

    3,925       4,044,873  

Bucks County Industrial Development Authority, RB, 4.00%, 07/01/46

    425       320,790  

City of Philadelphia Pennsylvania, GO, Series A, (AGM-CR), 4.00%, 05/01/41

    3,515       3,462,830  

Montgomery County Higher Education and Health Authority, Refunding RB, Class B, 5.00%, 05/01/57

    4,930       5,122,280  

Pennsylvania Economic Development Financing Authority, RB

   

AMT, 5.00%, 12/31/34

    10,710       10,933,807  

AMT, 5.00%, 12/31/38

    13,195       13,339,340  

AMT, 5.50%, 06/30/41

    3,290       3,649,281  

AMT, 5.00%, 06/30/42

    2,455       2,468,240  

AMT, 5.75%, 06/30/48

    2,855       3,165,573  

AMT, 5.25%, 06/30/53

    4,695       4,918,510  

Pennsylvania Economic Development Financing Authority, Refunding RB, AMT, 5.50%, 11/01/44

    1,000       1,000,314  

Pennsylvania Higher Education Assistance Agency, RB, Series B, AMT, Subordinate, 3.00%, 06/01/47

    575       436,357  

Pennsylvania Higher Educational Facilities Authority, RB, 4.00%, 08/15/44

    1,000       974,706  

Pennsylvania Higher Educational Facilities Authority, Refunding RB, Series A, 5.00%, 09/01/45

    6,850       6,913,157  

Pennsylvania Housing Finance Agency, Refunding RB, Series 119, AMT, 3.50%, 10/01/36

    1,180       1,109,087  

Pennsylvania Housing Finance Agency, Refunding RB, S/F Housing, Series 142-A, 5.00%, 10/01/50

    1,500       1,551,467  

Pennsylvania Turnpike Commission, RB

   

Series A-1, 5.00%, 12/01/41

    3,510       3,626,974  

Series B, 5.00%, 12/01/40

    1,375       1,414,546  

Series C, 5.50%, 12/01/23(f)

    1,315       1,324,053  

Series B, Subordinate, 4.00%, 12/01/51

    665       614,352  

Sub-Series A-1, Subordinate, 5.00%, 12/01/41

    4,995       5,122,647  

Pennsylvania Turnpike Commission, Refunding RB

   

3rd Series, 4.00%, 12/01/38

    4,915       4,934,341  

Series A, 5.00%, 12/01/38

    1,480       1,513,105  

Series A-1, 5.00%, 12/01/40

    1,805       1,847,335  
Security  

Par

(000)

    Value  
Pennsylvania (continued)            

Pennsylvania Turnpike Commission, Refunding RB (continued)

   

Series C, 5.00%, 12/01/39

  $ 4,775     $ 4,881,540  

Philadelphia Authority for Industrial Development, RB, Class A, 4.00%, 07/01/24(f)

    2,900       2,914,935  
   

 

 

 
      95,330,526  
Puerto Rico — 4.9%            

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB

   

Series A-1, Restructured, 4.75%, 07/01/53

    4,709       4,449,463  

Series A-1, Restructured, 5.00%, 07/01/58

    15,466       15,089,774  

Series A-2, Restructured, 4.54%, 07/01/53

    500       456,136  

Series A-2, Restructured, 4.78%, 07/01/58

    1,528       1,437,732  

Series A-2, Restructured, 4.33%, 07/01/40

    19,762       18,691,354  

Series B-1, Restructured, 4.75%, 07/01/53

    1,377       1,300,794  

Series B-2, Restructured, 4.78%, 07/01/58

    1,335       1,256,450  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, CAB, Series A-1, Restructured, 0.00%, 07/01/46(e)

     16,341       4,606,806  
   

 

 

 
       47,288,509  
Rhode Island — 0.2%            

Rhode Island Student Loan Authority, RB, Series A, AMT, 3.63%, 12/01/37

    820       781,008  

Rhode Island Turnpike & Bridge Authority, Refunding RB, Series A, 5.00%, 10/01/40

    695       719,534  

Tobacco Settlement Financing Corp., Refunding RB, Series A, 5.00%, 06/01/35

    525       528,337  
   

 

 

 
      2,028,879  
South Carolina — 4.9%            

County of Berkeley South Carolina, SAB

   

4.25%, 11/01/40

    485       419,523  

4.38%, 11/01/49

    715       584,243  

County of Charleston South Carolina, ARB, 5.25%, 12/01/23(f)

    2,505       2,520,208  

South Carolina Jobs-Economic Development Authority, RB

   

5.00%, 11/01/43

    3,090       3,246,694  

5.00%, 01/01/55(c)

    2,290       1,922,700  

7.50%, 08/15/62(c)

    1,455       1,346,686  

South Carolina Jobs-Economic Development Authority, Refunding RB

   

Series A, 5.00%, 05/01/38

    5,885       6,046,555  

Series A, 4.25%, 05/01/48

    1,685       1,524,645  

South Carolina Ports Authority, ARB, Series B, AMT, 4.00%, 07/01/49

    2,690       2,476,438  

South Carolina Public Service Authority, RB

   

Series A, 5.50%, 12/01/54

    16,210       16,357,430  

Series A, 4.00%, 12/01/55

    1,950       1,776,054  

Series E, 5.50%, 12/01/53

    1,730       1,741,441  

South Carolina Public Service Authority, Refunding RB, 5.00%, 12/01/38

    4,930       4,954,985  
 

 

 

62  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

South Carolina (continued)

   

South Carolina State Housing Finance & Development Authority, RB, S/F Housing, Series B, 4.35%, 07/01/47

  $ 1,680     $ 1,612,163  

South Carolina State Housing Finance & Development Authority, Refunding RB, S/F Housing, Series A, 4.95%, 07/01/53

    280       284,125  
   

 

 

 
      46,813,890  
Tennessee — 3.1%            

Metropolitan Nashville Airport Authority, ARB, Series B, AMT, 5.00%, 07/01/52

    3,795       3,990,613  

Tennergy Corp., RB, Series A, 5.50%, 10/01/53(a)

    3,805       4,042,459  

Tennessee Energy Acquisition Corp., RB, Series A, 5.00%, 05/01/52(a)

     12,955       13,448,521  

Tennessee Energy Acquisition Corp., Refunding RB, Series A-1, 5.00%, 05/01/53(a)

    7,530       7,752,436  
   

 

 

 
       29,234,029  
Texas — 11.7%            

Arlington Higher Education Finance Corp., RB(c)

   

7.50%, 04/01/62

    1,545       1,515,163  

7.88%, 11/01/62

    1,335       1,364,670  

Board of Regents of the University of Texas System, Refunding RB, Series B, 5.00%, 08/15/49

    4,305       5,095,992  

Central Texas Turnpike System, RB

   

Series C, 5.00%, 08/15/37

    3,290       3,337,705  

Series C, 5.00%, 08/15/42

    2,325       2,349,636  

City of Austin Texas Airport System Revenue, ARB, AMT, 5.00%, 11/15/44

    1,000       1,008,398  

City of Austin Texas Airport System Revenue, RB, AMT, 5.00%, 11/15/52

    1,720       1,807,758  

City of Corpus Christi Texas Utility System Revenue, Refunding RB, 4.00%, 07/15/48

    1,790       1,715,409  

City of Houston Texas Airport System Revenue, ARB, Series A, AMT, 6.63%, 07/15/38

    1,330       1,330,065  

City of Houston Texas Airport System Revenue, Refunding ARB, AMT, 5.00%, 07/15/27

    765       776,050  

City of Houston Texas Airport System Revenue, Refunding RB

   

Series A, AMT, 5.00%, 07/01/27

    740       751,706  

Sub-Series A, AMT, 4.00%, 07/01/46

    2,780       2,596,720  

Sub-Series A, AMT, 4.00%, 07/01/48

    11,670       10,933,378  

Series A, AMT, 1st Lien, Subordinate, (AGM), 5.25%, 07/01/48

    2,250       2,430,554  

City of San Antonio Texas Electric & Gas Systems Revenue, Refunding RB, Series A, 5.25%, 02/01/46

    5,400       6,099,127  

County of Harris Texas Toll Road Revenue, Refunding RB, 1st Lien, 4.00%, 08/15/45

    1,575       1,561,031  

Cypress-Fairbanks Independent School District, GO, (PSF), 4.00%, 02/15/48

    845       820,530  

Dallas Fort Worth International Airport, Refunding RB

   

Series B, 4.00%, 11/01/45

    6,595       6,415,662  

Series F, 5.25%, 11/01/33

    2,300       2,312,015  

Denton Independent School District, GO, (PSF), 5.00%, 08/15/48(b)

    2,260       2,483,105  

Dickinson Independent School District, GO, (PSF), 4.13%, 02/15/48(b)

    1,285       1,262,475  
Security  

Par

(000)

    Value  

Texas (continued)

   

Fort Worth Independent School District, GO, (PSF), 4.00%, 02/15/48

  $ 1,820     $ 1,763,403  

Harris County Cultural Education Facilities Finance Corp., Refunding RB, 4.00%, 10/01/47

    6,820       6,525,690  

Harris County Flood Control District, Refunding GO, Series A, Sustainability Bonds, 4.00%, 09/15/48

    1,775       1,707,147  

Leander Independent School District, Refunding GO, CAB, Series D, (PSF),
0.00%, 08/15/24(e)(f)

    8,085       4,007,088  

Midland County Fresh Water Supply District No. 1, RB, CAB, Series A, 0.00%, 09/15/27(e)(f)

    5,000       2,827,100  

New Hope Cultural Education Facilities Finance Corp., RB, Series A, 5.00%, 08/15/50(c)

    1,210       1,056,512  

North Texas Tollway Authority, Refunding RB, 4.25%, 01/01/49

    3,620       3,621,491  

San Antonio Public Facilities Corp., Refunding RB, Convertible, 4.00%, 09/15/42

    4,435       4,433,377  

Spring Independent School District, GO, 5.00%, 08/15/45

    1,740       1,903,078  

Tarrant County Cultural Education Facilities Finance Corp., RB

   

5.00%, 11/15/51

    4,305       4,587,610  

Series A, 4.00%, 07/01/53

    1,895       1,738,367  

Series A, 5.00%, 07/01/53

    2,325       2,476,144  

Series B, 5.00%, 07/01/36

    2,390       2,530,912  

Tarrant County Cultural Education Facilities Finance Corp., Refunding RB, 5.25%, 12/01/39

    1,850       1,860,780  

Texas City Industrial Development Corp., RB, Series 2012, 4.13%, 12/01/45

    690       593,290  

Texas Department of Housing & Community Affairs, RB, S/F Housing

   

Series A, (GNMA), 4.25%, 09/01/43

    735       735,454  

Series A, (GNMA), 3.75%, 09/01/49

    1,355       1,270,386  

Texas Municipal Gas Acquisition & Supply Corp. III, Refunding RB, 5.00%, 12/15/32

     5,395       5,629,440  

Texas Private Activity Bond Surface Transportation Corp., RB, AMT, Senior Lien, 5.00%, 12/31/45

    3,020       3,024,657  

Texas Transportation Commission State Highway 249 System, RB, CAB(e)

   

0.00%, 08/01/35

    310       177,972  

0.00%, 08/01/36

    170       91,027  

0.00%, 08/01/37

    225       112,546  

0.00%, 08/01/38

    810       379,975  

0.00%, 08/01/41

    1,950       769,072  

0.00%, 08/01/44

    1,010       336,998  

0.00%, 08/01/45

    1,775       561,795  
   

 

 

 
       112,688,460  
Utah — 0.7%            

City of Salt Lake City Utah Airport Revenue, ARB

   

Series A, AMT, 5.00%, 07/01/47

    2,935       3,007,160  

Series A, AMT, 5.00%, 07/01/48

    1,055       1,085,979  

City of Salt Lake City Utah Airport Revenue, RB, Series A, AMT, 5.25%, 07/01/48(b)

    1,205       1,295,992  

Utah Charter School Finance Authority, RB, Series A, 5.00%, 06/15/49(c)

    485       425,701  
 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  63


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Utah (continued)

   

Utah Charter School Finance Authority, Refunding RB, 5.00%, 06/15/55(c)

  $ 935     $ 815,312  

Utah Housing Corp., RB, S/F Housing, Series D2, Class III, 4.00%, 01/01/36

    455       450,596  
   

 

 

 
      7,080,740  
Virginia — 0.6%            

Roanoke Economic Development Authority, Refunding RB, 3.00%, 07/01/45

    1,825       1,428,032  

Tobacco Settlement Financing Corp., Refunding RB, Series B-1, 5.00%, 06/01/47

    4,920       4,627,796  
   

 

 

 
      6,055,828  
Washington — 1.7%            

Port of Seattle Washington, ARB

   

Series C, AMT, 5.00%, 04/01/40

    2,395       2,419,108  

Series C, AMT, Intermediate Lien, 5.00%, 05/01/42

    2,655       2,725,971  

Snohomish County Housing Authority, Refunding RB, 4.00%, 04/01/44

    1,140       1,058,781  

Washington Health Care Facilities Authority, RB, 4.00%, 10/01/45

    1,670       1,466,258  

Washington Health Care Facilities Authority, Refunding RB, 5.00%, 10/01/38

     8,075       8,249,283  
   

 

 

 
       15,919,401  
Wisconsin — 1.7%            

Public Finance Authority, RB

   

5.00%, 10/15/41(c)

    570       521,069  

5.00%, 10/15/56(c)

    225       190,460  

Class A, 6.00%, 06/15/52

    505       459,582  

Class A, 6.13%, 06/15/57

    570       523,172  

Series A, 5.00%, 07/15/39(c)

    250       232,693  

Series A, 5.00%, 07/01/40(c)

    450       409,316  

Series A, 5.00%, 10/15/40(c)

    1,130       1,023,393  

Series A, 5.00%, 07/15/49(c)

    955       834,610  

Series A, 5.00%, 07/15/54(c)

    455       388,565  

Series A, 5.00%, 10/15/55(c)

    1,545       1,284,097  

Series A-1, 4.50%, 01/01/35(c)

    600       534,028  

Public Finance Authority, Refunding RB(c)

   

5.00%, 09/01/49

    825       624,962  

5.25%, 05/15/52

    1,015       884,127  

Wisconsin Housing & Economic Development Authority Home Ownership Revenue, RB, S/F Housing, Series A, 1.95%, 09/01/32

    450       384,687  

Wisconsin Housing & Economic Development Authority Housing Revenue, RB, M/F Housing

   

Series A, 4.15%, 11/01/48

    5,080       4,752,985  

Series A, 4.45%, 05/01/57

    3,395       3,176,389  
   

 

 

 
      16,224,135  
   

 

 

 

Total Municipal Bonds — 140.2%
(Cost: $1,331,707,528)

      1,346,581,007  
   

 

 

 
Security  

Par

(000)

    Value  

Municipal Bonds Transferred to Tender Option Bond Trusts(h)

 

Arizona — 0.4%

   

City of Phoenix Civic Improvement Corp., RB, AMT, Senior Lien, 5.00%, 07/01/43

  $ 4,000     $ 4,151,468  
   

 

 

 
District of Columbia — 0.3%            

District of Columbia Housing Finance Agency, RB, M/F Housing, Series B-2, 4.10%, 09/01/39

    3,052       2,949,629  
   

 

 

 
Florida — 1.8%            

City of Tampa Florida Water & Wastewater System Revenue, RB, Series A, 5.25%, 10/01/57

    7,850       8,691,516  

City of Tampa Florida, RB, Series A, 4.00%, 11/15/46

    1,920       1,837,648  

County of Seminole Florida Sales Tax Revenue, Refunding RB, Series B, (NPFGC), 5.25%, 10/01/31

    6,300       7,232,328  
   

 

 

 
      17,761,492  
Illinois — 1.3%            

Illinois Finance Authority, Refunding RB, Series A, 5.00%, 08/15/51

    7,123       7,581,611  

Illinois State Toll Highway Authority, RB, Series A, 5.00%, 01/01/38

    5,014       5,018,375  
   

 

 

 
       12,599,986  
Kansas — 1.3%            

Wyandotte County Unified School District No. 500 Kansas City, GO, Series A, 5.50%, 09/01/47

     11,167       12,011,441  
   

 

 

 
Michigan — 0.3%            

Michigan State Housing Development Authority, RB, M/F Housing, Series A, 4.05%, 10/01/48

    2,748       2,524,743  
   

 

 

 
New York — 3.6%            

New York City Housing Development Corp., Refunding RB, Series A, 4.15%, 11/01/38

    5,885       5,740,120  

New York City Municipal Water Finance Authority, Refunding RB, Series DD, 5.00%, 06/15/35

    3,945       4,027,070  

New York State Dormitory Authority, Refunding RB, Series A, 4.00%, 03/15/47

    6,600       6,555,846  

Port Authority of New York & New Jersey, Refunding RB, 5.25%, 10/15/57

    5,090       5,329,294  

Triborough Bridge & Tunnel Authority, RB, Series A, 5.00%, 11/15/51

    7,270       7,798,932  

Triborough Bridge & Tunnel Authority, Refunding RB, Series C, 4.13%, 05/15/52

    5,520       5,381,277  
   

 

 

 
      34,832,539  
Texas — 0.3%            

County of Hidalgo Texas, GO, Series A, 4.00%, 08/15/43

    2,703       2,667,781  
   

 

 

 
Virginia — 1.2%            

Hampton Roads Transportation Accountability Commission, RB, Series A, 4.00%, 07/01/57

    11,880       11,357,987  
   

 

 

 
 

 

 

64  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

 

 
Wisconsin — 0.2%            

Wisconsin Housing & Economic Development Authority Housing Revenue, RB, M/F Housing, Series A, 4.30%, 11/01/53

  $ 1,605     $ 1,466,827  
   

 

 

 

Total Municipal Bonds Transferred to Tender Option Bond Trusts — 10.7%
(Cost: $99,875,780)

 

    102,323,893  
   

 

 

 

Total Long-Term Investments — 150.9%
(Cost: $1,431,583,308)

 

    1,448,904,900  
   

 

 

 
    Shares        

 

 

Short-Term Securities

   
Money Market Funds — 1.7%            

BlackRock Liquidity Funds, MuniCash, Institutional Class, 3.57%(i)(j)

     16,360,404       16,360,404  
   

 

 

 

Total Short-Term Securities — 1.7%
(Cost: $16,360,404)

      16,360,404  
   

 

 

 

Total Investments — 152.6%
(Cost: $1,447,943,712)

       1,465,265,304  

Other Assets Less Liabilities — 0.1%

 

    1,058,183  

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (5.8)%

 

    (55,764,799

VRDP Shares at Liquidation Value, Net of Deferred Offering Costs — (46.9)%

 

    (450,241,856
   

 

 

 

Net Assets Applicable to Common Shares — 100.0%

    $ 960,316,832  
   

 

 

 

 

(a) 

Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available.

(b) 

When-issued security.

(c) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(d) 

Step coupon security. Coupon rate will either increase (step-up bond) or decrease (step-down bond) at regular intervals until maturity. Interest rate shown reflects the rate currently in effect.

(e) 

Zero-coupon bond.

(f) 

U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

(g) 

Security is collateralized by municipal bonds or U.S. Treasury obligations.

(h) 

Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Fund. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

(i) 

Affiliate of the Fund.

(j) 

Annualized 7-day yield as of period end.

 

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the year ended July 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

                   
Affiliated Issuer  

Value at

07/31/22

   

Purchases

at Cost

   

Proceeds

from Sales

   

Net

Realized

Gain (Loss)

   

Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

07/31/23

   

Shares

Held at

07/31/23

    Income    

Capital Gain

Distributions

from

Underlying

Funds

 

BlackRock Liquidity Funds, MuniCash, Institutional Class

  $ 1,416,913     $ 14,938,818 (a)    $     $ 4,673     $     $  16,360,404       16,360,404     $  340,482     $  
       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

  (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

     117        09/20/23      $ 13,042      $ (38,557

U.S. Long Bond

     123        09/20/23        15,329        (66,752

5-Year U.S. Treasury Note

     104        09/29/23        11,116        (26,950
           

 

 

 
            $ (132,259
           

 

 

 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  65


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

 

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)

   $      $      $      $      $  132,259      $      $  132,259  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

 

For the period ended July 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

               
     

Commodity

Contracts

    

Credit

Contracts

    

Equity

Contracts

    

Foreign

Currency

Exchange
Contracts

    

Interest

Rate

Contracts

    

Other

Contracts

     Total  

Net Realized Gain (Loss) from:

                    

Futures contracts

   $      $      $      $      $  6,669,612      $      $  6,669,612  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

                    

Futures contracts

   $      $      $      $      $  6,018,593      $      $  6,018,593  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

   

Futures contracts:

  

Average notional value of contracts — short

   $ 93,407,844  

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 table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

 

         
      Level 1        Level 2        Level 3        Total  

Assets

                 

Investments

                 

Long-Term Investments

                 

Municipal Bonds

   $        $ 1,346,581,007        $        $ 1,346,581,007  

Municipal Bonds Transferred to Tender Option Bond Trusts

              102,323,893                   102,323,893  

Short-Term Securities

                 

Money Market Funds

     16,360,404                            16,360,404  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $  16,360,404        $ 1,448,904,900        $    —        $ 1,465,265,304  
  

 

 

      

 

 

      

 

 

      

 

 

 

Derivative Financial Instruments(a)

                 

Liabilities

                 

Interest Rate Contracts

   $ (132,259      $        $        $ (132,259
  

 

 

      

 

 

      

 

 

      

 

 

 

 

  (a) 

Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

 

 

 

66  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments  (continued)

July 31, 2023

  

BlackRock MuniYield Quality Fund, Inc. (MQY)

 

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

   $        $ (55,257,457      $        $ (55,257,457

VRDP Shares at Liquidation Value

              (450,300,000                 (450,300,000
  

 

 

      

 

 

      

 

 

      

 

 

 
   $       —        $  (505,557,457      $     —        $  (505,557,457
  

 

 

      

 

 

      

 

 

      

 

 

 

See notes to financial statements.

 

 

S C H E D U L EO F  I N V E S T M E N T S

  67


Statements of Assets and Liabilities

July 31, 2023

 

    BTA     MUA     MUI     MYD  

 

 

ASSETS

       

Investments, at value — unaffiliated(a)

  $ 211,118,004     $ 542,234,061     $ 1,571,219,595     $ 807,928,207  

Investments, at value — affiliated(b)

    12,588,591       73,862,164       36,788,624       25,211,856  

Cash pledged for futures contracts

                883,000        

Receivables:

       

Investments sold

    5,025       572,378       479,831        

Dividends — affiliated

    29,525       175,246       73,556       46,634  

Interest — unaffiliated

    2,271,975       5,711,430       15,278,220       7,996,681  

Deferred offering costs

          61,500              

Prepaid expenses

    45,685       120,495       186,156       2,537  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    226,058,805       622,737,274       1,624,908,982       841,185,915  
 

 

 

   

 

 

   

 

 

   

 

 

 

ACCRUED LIABILITIES

       

Bank overdraft

          29,231       122,616       70,513  

Payables:

       

Investments purchased

                14,128,320       9,538,433  

Accounting services fees

    12,349       40,805       74,754       50,188  

Capital shares redeemed

                262,429       146,542  

Custodian fees

    1,859       3,592       7,528       5,027  

Income dividend distributions — Common Shares

    7,834       82,838       143,569       93,296  

Interest expense and fees

    102,060       85,035       529,272       158,408  

Investment advisory fees

    117,319       283,990       749,690       351,459  

Offering costs

          52,070              

Directors’ and Officer’s fees

    25,448       2,476       598,587       341,444  

Other accrued expenses

    9,205       27,802       21,886       12,582  

Professional fees

    58,481       73,161       92,376       92,001  

Proxy fees

                163,243        

Transfer agent fees

    11,683       26,036       12,357       25,500  

Variation margin on futures contracts

                75,594        
 

 

 

   

 

 

   

 

 

   

 

 

 

Total accrued liabilities

    346,238       707,036       16,982,221       10,885,393  
 

 

 

   

 

 

   

 

 

   

 

 

 

OTHER LIABILITIES

       

TOB Trust Certificates

    10,756,654       10,896,731       82,630,947       15,710,460  

VRDP Shares, at liquidation value of $100,000 per share, net of deferred offering costs(c)(d)(e)

    75,668,152       174,934,520       561,395,143       251,120,222  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total other liabilities

    86,424,806       185,831,251       644,026,090       266,830,682  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    86,771,044       186,538,287       661,008,311       277,716,075  
 

 

 

   

 

 

   

 

 

   

 

 

 

Commitments and contingent liabilities

       

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

  $  139,287,761     $ 436,198,987     $ 963,900,671     $ 563,469,840  
 

 

 

   

 

 

   

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
CONSIST OF

       

Paid-in capital(f)(g)(h)

  $ 156,197,951     $ 516,098,115     $  1,043,285,748     $  617,855,233  

Accumulated loss

    (16,910,190     (79,899,128     (79,385,077     (54,385,393
 

 

 

   

 

 

   

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

  $ 139,287,761     $  436,198,987     $ 963,900,671     $ 563,469,840  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value per Common Share

  $ 10.36     $ 11.28     $ 13.23     $ 12.14  
 

 

 

   

 

 

   

 

 

   

 

 

 

(a) Investments, at cost — unaffiliated

  $ 218,283,502     $ 584,902,504     $ 1,556,600,833     $ 799,539,177  

(b) Investments, at cost — affiliated

  $ 12,586,873     $ 73,855,485     $ 36,788,698     $ 25,212,433  

(c)  Preferred Shares outstanding

    760       1,750       5,617       2,514  

(d) Preferred Shares authorized

    Unlimited       1,750       18,417       16,234  

(e) Par value per Preferred Share

  $ 0.001     $ 0.10     $ 0.10     $ 0.10  

(f)  Common Shares outstanding

    13,439,892       38,663,595       72,867,992       46,410,326  

(g) Common Shares authorized

    Unlimited       199,998,250       199,981,583       199,983,766  

(h) Par value per Common Share

  $ 0.001     $ 0.10     $ 0.10     $ 0.10  

See notes to financial statements.

 

 

68  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Statements of Assets and Liabilities (continued)

July 31, 2023

 

    MQY  

 

 

ASSETS

 

Investments, at value — unaffiliated(a)

  $  1,448,904,900  

Investments, at value — affiliated(b)

    16,360,404  

Cash pledged for futures contracts

    861,000  

Receivables:

 

Investments sold

    436,369  

Dividends — affiliated

    49,992  

Interest — unaffiliated

    13,015,901  

Prepaid expenses

    1,037,060  
 

 

 

 

Total assets

    1,480,665,626  
 

 

 

 

ACCRUED LIABILITIES

 

Bank overdraft

    163,131  

Payables:

 

Investments purchased

    12,432,013  

Accounting services fees

    71,388  

Capital shares redeemed

    358,795  

Custodian fees

    7,264  

Income dividend distributions — Common Shares

    182,929  

Interest expense and fees

    507,342  

Investment advisory fees

    621,319  

Directors’ and Officer’s fees

    289,300  

Other accrued expenses

    13,785  

Professional fees

    90,258  

Transfer agent fees

    38,241  

Variation margin on futures contracts

    73,716  
 

 

 

 

Total accrued liabilities

    14,849,481  
 

 

 

 

OTHER LIABILITIES

 

TOB Trust Certificates

    55,257,457  

VRDP Shares, at liquidation value of $100,000 per share, net of deferred offering costs(c)(d)(e)

    450,241,856  
 

 

 

 

Total other liabilities

    505,499,313  
 

 

 

 

Total liabilities

    520,348,794  
 

 

 

 

Commitments and contingent liabilities

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

  $ 960,316,832  
 

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS CONSIST OF

 

Paid-in capital(f)(g)(h)

  $ 1,033,848,044  

Accumulated loss

    (73,531,212
 

 

 

 

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

  $ 960,316,832  
 

 

 

 

Net asset value per Common Share

  $ 13.22  
 

 

 

 

(a) Investments, at cost — unaffiliated

  $ 1,431,583,308  

(b) Investments, at cost — affiliated

  $ 16,360,404  

(c)  Preferred Shares outstanding

    4,503  

(d) Preferred Shares authorized

    14,503  

(e) Par value per Preferred Share

  $ 0.10  

(f)  Common Shares outstanding

    72,633,329  

(g) Common Shares authorized

    199,985,497  

(h) Par value per Common Share

  $ 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

  69


Statements of Operations

Year Ended July 31, 2023

 

    BTA     MUA     MUI     MYD  

 

 

INVESTMENT INCOME

       

Dividends — affiliated

  $ 174,299     $ 927,137     $ 339,713     $ 442,819  

Interest — unaffiliated

    10,860,716       29,618,393       66,502,641       36,454,537  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total investment income

    11,035,015       30,545,530       66,842,354       36,897,356  
 

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES

       

Investment advisory

    1,385,255       3,529,288       8,906,374       4,322,400  

Professional

    64,361       157,150       95,963       69,741  

Accounting services

    29,031       94,959       177,246       116,693  

Transfer agent

    24,018       45,324       67,395       49,965  

Printing and postage

    12,823       16,397       13,931       14,614  

Directors and Officer

    9,657       23,013       89,419       41,610  

Registration

    8,280       18,080       26,223       15,794  

Liquidity fees

    7,741       17,824       57,209       25,605  

Remarketing fees on Preferred Shares

    7,600       17,500       56,170       25,140  

Custodian

    7,194       9,403       25,092       12,802  

Proxy

                238,758        

Miscellaneous

    66,545       47,811       93,562       70,341  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses excluding interest expense, fees and amortization of offering costs

    1,622,505       3,976,749       9,847,342       4,764,705  

Interest expense, fees and amortization of offering costs(a)

    3,221,930       7,447,799       23,163,397       10,591,254  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    4,844,435       11,424,548       33,010,739       15,355,959  

Less:

       

Fees waived and/or reimbursed by the Manager

    (6,224     (33,033     (12,529     (17,068
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    4,838,211       11,391,515       32,998,210       15,338,891  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     6,196,804        19,154,015        33,844,144        21,558,465  
 

 

 

   

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

       

Net realized gain (loss) from:

       

Investments — unaffiliated

    (8,323,059     (40,563,879     (76,637,476     (56,561,172

Investments — affiliated

    2,213       3,221       12,158       9,227  

Futures contracts

    2,100,644       5,124,839       12,532,431       4,320,811  
 

 

 

   

 

 

   

 

 

   

 

 

 
    (6,220,202     (35,435,819     (64,092,887     (52,231,134
 

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation (depreciation) on:

       

Investments — unaffiliated

    (4,213,777     (6,174,358     28,285,080       22,974,937  

Investments — affiliated

    1,566       1,708       (74     (2,649

Futures contracts

    866,463       1,296,586       4,584,466       2,140,754  
 

 

 

   

 

 

   

 

 

   

 

 

 
    (3,345,748     (4,876,064     32,869,472       25,113,042  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net realized and unrealized loss

    (9,565,950     (40,311,883     (31,223,415     (27,118,092
 

 

 

   

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS

  $ (3,369,146   $ (21,157,868   $ 2,620,729     $ (5,559,627
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Related to TOB Trusts and/or VRDP Shares.

See notes to financial statements.

 

 

70  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Statements of Operations(continued)

Year Ended July 31, 2023

 

    MQY  

 

 

INVESTMENT INCOME

 

Dividends — affiliated

  $ 340,482  

Interest — unaffiliated

    66,107,655  
 

 

 

 

Total investment income

    66,448,137  
 

 

 

 

EXPENSES

 

Investment advisory

    7,586,148  

Professional

    168,291  

Accounting services

    166,626  

Transfer agent

    64,269  

Directors and Officer

    60,559  

Registration

    52,460  

Custodian

    27,003  

Printing and postage

    14,104  

Miscellaneous

    42,411  
 

 

 

 

Total expenses excluding interest expense, fees and amortization of offering costs

    8,181,871  

Interest expense, fees and amortization of offering costs(a)

    19,008,768  
 

 

 

 

Total expenses

    27,190,639  

Less:

 

Fees waived and/or reimbursed by the Manager

    (13,239
 

 

 

 

Total expenses after fees waived and/or reimbursed

    27,177,400  
 

 

 

 

Net investment income

     39,270,737  
 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

 

Net realized gain (loss) from:

 

Investments — unaffiliated

    (66,687,910

Investments — affiliated

    4,673  

Futures contracts

    6,669,612  
 

 

 

 
    (60,013,625
 

 

 

 

Net change in unrealized appreciation (depreciation) on:

 

Investments — unaffiliated

    6,020,021  

Futures contracts

    6,018,593  
 

 

 

 
    12,038,614  
 

 

 

 

Net realized and unrealized loss

    (47,975,011
 

 

 

 

NET DECREASE IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS

  $ (8,704,274
 

 

 

 

 

(a) 

Related to TOB Trusts and/or VRDP Shares.

See notes to financial statements.

 

 

F I N A N C I A L  S T A T E M E N T S

  71


Statements of Changes in Net Assets

 

    BTA            MUA  
 

 

 

      

 

 

 
   

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

   

    

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

 

 

 
INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS               

OPERATIONS

              

Net investment income

  $ 6,196,804     $ 2,016,252     $ 8,733,495        $ 19,154,015     $ 5,574,960     $ 21,674,239  

Net realized gain (loss)

    (6,220,202     850,948       805,867          (35,435,819     3,766,936       3,896,638  

Net change in unrealized appreciation (depreciation)

    (3,345,748     271,828       (30,583,646        (4,876,064     155,267       (88,707,665
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations

    (3,369,146     3,139,028       (21,044,284        (21,157,868     9,497,163       (63,136,788
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS(a)

              

From net investment income and net realized gain

    (7,268,272     (2,196,989     (8,677,591        (25,968,802     (5,232,689     (27,559,514

Return of capital

    (209,790                    (1,169,737            
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

Decrease in net assets resulting from distributions to Common Shareholders

    (7,478,062     (2,196,989     (8,677,591        (27,138,539     (5,232,689     (27,559,514
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS

              

Net proceeds from the issuance of common shares

                         2,613,331       1,844,863       12,810,577  

Reinvestment of common distributions

    21,507       14,277       127,234          164,753       81,818       1,039,293  
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

Net increase in net assets derived from capital share transactions

    21,507       14,277       127,234          2,778,084       1,926,681       13,849,870  
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS               

Total increase (decrease) in net assets applicable to Common Shareholders

    (10,825,701     956,316       (29,594,641        (45,518,323     6,191,155       (76,846,432

Beginning of period

    150,113,462       149,157,146       178,751,787          481,717,310       475,526,155       552,372,587  
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

End of period

  $  139,287,761     $  150,113,462     $  149,157,146        $  436,198,987     $  481,717,310     $  475,526,155  
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

 

(a) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

72  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Statements of Changes in Net Assets (continued)

 

    MUI          MYD  
 

 

 

      

 

 

 
   

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

      

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

 

 

 

INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO

COMMON SHAREHOLDERS

              

OPERATIONS

              

Net investment income

  $ 33,844,144     $ 10,029,152     $ 22,730,839        $ 21,558,465     $ 6,531,002     $ 29,819,545  

Net realized gain (loss)

    (64,092,887     (14,312,908     (5,232,138        (52,231,134     3,151,565       1,406,427  

Net change in unrealized appreciation (depreciation)

    32,869,472       29,849,550       (113,330,106        25,113,042       2,804,901       (124,406,956
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations

    2,620,729       25,565,794       (95,831,405        (5,559,627     12,487,468       (93,180,984
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS(a)

              

From net investment income

    (33,052,457     (11,967,097     (24,815,980        (19,721,917     (7,249,093     (30,564,427

Return of capital

    (1,302,207                    (3,240,481            
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

Decrease in net assets resulting from distributions to Common Shareholders

    (34,354,664     (11,967,097     (24,815,980        (22,962,398     (7,249,093     (30,564,427
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS

              

Net proceeds from the issuance of common shares due to reorganization

                497,273,284                       

Redemption of shares resulting from share repurchase program (including transaction costs)

    (11,621,508                    (5,377,139            

Redemption of common shares due to reorgnization

                (138                     
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets derived from capital share transactions

    (11,621,508           497,273,146          (5,377,139            
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS               

Total increase (decrease) in net assets applicable to Common Shareholders

    (43,355,443     13,598,697       376,625,761          (33,899,164     5,238,375       (123,745,411

Beginning of period

     1,007,256,114       993,657,417        617,031,656          597,369,004       592,130,629       715,876,040  
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

End of period

  $ 963,900,671     $  1,007,256,114     $ 993,657,417        $  563,469,840     $  597,369,004     $  592,130,629  
 

 

 

   

 

 

   

 

 

      

 

 

   

 

 

   

 

 

 

 

(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

  73


Statements of Changes in Net Assets (continued)

 

    MQY  
 

 

 

 
   

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

 

 

 
INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS      

OPERATIONS

     

Net investment income

  $ 39,270,737     $ 12,080,054     $ 52,517,330  

Net realized gain (loss)

    (60,013,625     2,376,324       (6,019,147

Net change in unrealized appreciation (depreciation)

    12,038,614       9,208,730       (198,334,347
 

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations

    (8,704,274     23,665,108       (151,836,164
 

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS(a)

     

From net investment income

    (37,256,010     (12,817,468     (55,356,148

Return of capital

    (4,119,807            
 

 

 

   

 

 

   

 

 

 

Decrease in net assets resulting from distributions to Common Shareholders

    (41,375,817     (12,817,468     (55,356,148
 

 

 

   

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS

     

Reinvestment of common distributions

                1,173,646  

Redemption of shares resulting from share repurchase program (including transaction costs)

    (7,063,733            
 

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets derived from capital share transactions

    (7,063,733           1,173,646  
 

 

 

   

 

 

   

 

 

 
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS      

Total increase (decrease) in net assets applicable to Common Shareholders

    (57,143,824     10,847,640       (206,018,666

Beginning of period

    1,017,460,656       1,006,613,016       1,212,631,682  
 

 

 

   

 

 

   

 

 

 

End of period

  $ 960,316,832     $  1,017,460,656     $  1,006,613,016  
 

 

 

   

 

 

   

 

 

 

 

(a) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

74  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Statements of Cash Flows

Year Ended July 31, 2023

 

    BTA     MUA     MUI     MYD  

 

 

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

     

Net increase (decrease) in net assets resulting from operations

  $ (3,369,146   $ (21,157,868   $ 2,620,729     $ (5,559,627

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:

     

Proceeds from sales of long-term investments

    78,040,274       222,878,982       867,927,005       488,829,953  

Purchases of long-term investments

    (48,905,502     (138,465,601     (762,836,452     (389,258,990

Net purchases of short-term securities

    (12,079,755     (58,828,823     (31,454,545     (12,242,130

Amortization of premium and accretion of discount on investments and other fees

    (484,480     (1,420,084     6,972,230       985,298  

Net realized loss on investments

    8,320,846       40,560,658       76,625,318       56,551,945  

Net unrealized (appreciation) depreciation on investments

    4,212,211       6,172,650       (28,285,006     (22,972,288

(Increase) Decrease in Assets

     

Receivables

     

Dividends — affiliated

    (27,091     (164,153     (71,193     (36,520

From the Manager

                5,262        

Interest — unaffiliated

    300,230       394,128       992,657       987,426  

Variation margin on futures contracts

    444                    

Prepaid expenses

    3,552       (7,800     65,944       26,076  

Deferred offering costs

          2,069              

Increase (Decrease) in Liabilities

     

Payables

     

Accounting services fees

    (7,007     (33,500     (75,641     (44,806

Custodian fees

    (1,432     (2,111     (3,565     (2,193

Interest expense and fees

    50,849       27,087       238,322       (37,556

Investment advisory fees

    (126,000     (290,192     (826,839     (377,020

Directors’ and Officer’s fees

    796       (2,073     (1,082     (11,941

Other accrued expenses

    (850     7,890       (6,123     (6,226

Professional fees

    (15,283     (33,831     (25,374     (22,865

Proxy fees

                163,243        

Transfer agent fees

    (36     (15,069     (25,829     (13,469

Variation margin on futures contracts

    (10,583     (63,743     31,977       (87,947
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

    25,902,037       49,558,616       132,031,038       116,707,120  
 

 

 

   

 

 

   

 

 

   

 

 

 

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES

     

Cash dividends paid to Common Shareholders

    (8,181,084     (28,639,964     (38,200,128     (25,285,466

Payments for offering costs

          (10,872            

Repayments of TOB Trust Certificates

    (22,933,638     (31,548,256     (160,092,360     (100,445,192

Repayments of Loan for TOB Trust Certificates

                (4,000,000      

Net payments on Common Shares redeemed

                (11,359,079     (5,230,597

Proceeds from TOB Trust Certificates

    4,568,960       6,395,446       74,954,333       8,864,066  

Proceeds from Loan for TOB Trust Certificates

                4,000,000        

Increase (decrease) in bank overdraft

    (2,564     29,231       114,453       70,513  

Amortization of deferred offering costs

    18,289       5,468       16,743       18,273  

Proceeds from issuance of Common Shares

          2,613,331              
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used for financing activities

    (26,530,037     (51,155,616     (134,566,038     (122,008,403
 

 

 

   

 

 

   

 

 

   

 

 

 

CASH

     

Net decrease in restricted and unrestricted cash

    (628,000     (1,597,000     (2,535,000     (5,301,283

Restricted and unrestricted cash at beginning of year

    628,000       1,597,000       3,418,000       5,301,283  
 

 

 

   

 

 

   

 

 

   

 

 

 

Restricted and unrestricted cash at end of year

  $     $     $ 883,000     $  
 

 

 

   

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION

     

Cash paid during the year for interest expense

  $ 3,152,792     $ 7,415,244     $ 22,908,332     $ 10,610,537  
 

 

 

   

 

 

   

 

 

   

 

 

 

NON-CASH FINANCING ACTIVITIES

     

Reinvestment of common distributions

  $ 21,507     $ 164,753     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

 

F I N A N C I A L  S T A T E M E N T S

  75


Statements of Cash Flows  (continued)

Year Ended July 31, 2023

 

    BTA      MUA      MUI      MYD  

 

 

RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE END OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES

          

Cash pledged

          

Futures contracts

                  883,000         
 

 

 

    

 

 

    

 

 

    

 

 

 
  $       —      $       —      $    883,000      $       —  
 

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

76  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Statements of Cash Flows  (continued)

Year Ended July 31, 2023

 

    MQY  

 

 

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

 

Net decrease in net assets resulting from operations

  $ (8,704,274

Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:

 

Proceeds from sales of long-term investments

    722,010,963  

Purchases of long-term investments

    (555,408,542

Net purchases of short-term securities

    (14,938,818

Amortization of premium and accretion of discount on investments and other fees

    246,231  

Net realized loss on investments

    66,683,237  

Net unrealized appreciation on investments

    (6,020,021

(Increase) Decrease in Assets

 

Receivables

 

Dividends — affiliated

    (46,131

Interest — unaffiliated

    1,334,306  

Prepaid expenses

    (52,430

Increase (Decrease) in Liabilities

 

Payables

 

Accounting services fees

    (62,281

Custodian fees

    (5,866

Interest expense and fees

    167,277  

Investment advisory fees

    (704,438

Directors’ and Officer’s fees

    5,511  

Other accrued expenses

    (12,336

Professional fees

    24,730  

Transfer agent fees

    (22,734

Variation margin on futures contracts

    (61,588
 

 

 

 

Net cash provided by operating activities

    204,432,796  
 

 

 

 

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES

 

Cash dividends paid to Common Shareholders

    (45,294,478

Repayments of TOB Trust Certificates

    (178,859,893

Repayments of Loan for TOB Trust Certificates

    (3,700,960

Net payments on Common Shares redeemed including change in redemptions payable

    (6,704,938

Proceeds from TOB Trust Certificates

    23,438,515  

Proceeds from Loan for TOB Trust Certificates

    3,700,960  

Increase in bank overdraft

    163,131  

Amortization of deferred offering costs

    63,867  
 

 

 

 

Net cash used for financing activities

    (207,193,796
 

 

 

 

CASH

 

Net decrease in restricted and unrestricted cash

    (2,761,000

Restricted and unrestricted cash at beginning of year

    3,622,000  
 

 

 

 

Restricted and unrestricted cash at end of year

  $ 861,000  
 

 

 

 

SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION

 

Cash paid during the year for interest expense

  $ 18,777,624  
 

 

 

 

RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE END OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES

 

Cash pledged

 

Futures contracts

    861,000  
 

 

 

 
  $ 861,000  
 

 

 

 

See notes to financial statements.

 

 

F I N A N C I A L  S T A T E M E N T S

  77


Financial Highlights

(For a share outstanding throughout each period)

 

    BTA  
    

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

   

Year Ended

04/30/21

   

Year Ended

04/30/20

   

Year Ended

04/30/19

 
             

Net asset value, beginning of period

  $ 11.17     $ 11.10     $ 13.31     $ 11.20     $ 12.47     $ 12.28  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(a)

    0.46       0.15       0.65       0.67       0.60       0.62  

Net realized and unrealized gain (loss)

    (0.71     0.08       (2.21     2.05       (1.26     0.20  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    (0.25     0.23       (1.56     2.72       (0.66     0.82  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to Common Shareholders(b)

       

From net investment income

    (0.54     (0.16     (0.65     (0.61     (0.61     (0.63

Return of capital

    (0.02                              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to Common Shareholders

    (0.56     (0.16     (0.65     (0.61     (0.61     (0.63
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 10.36     $ 11.17     $ 11.10     $ 13.31     $ 11.20     $ 12.47  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of period

  $ 9.71     $ 12.10     $ 10.43     $ 13.20     $ 10.92     $ 11.88  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return Applicable to Common Shareholders(c)

       

Based on net asset value

    (1.84 )%      2.11 %(d)      (12.33 )%      24.80     (5.70 )%      7.34
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Based on market price

    (15.07 )%      17.71 %(d)      (16.93 )%      26.94     (3.49 )%      12.12
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders(e)

       

Total expenses

    3.50     2.31 %(f)(g)      1.72     1.73     2.54     2.67
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    3.49     2.31 %(f)(g)      1.72     1.73     2.54     2.67
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs(h)(i)

    1.17     1.16 %(f)(g)      1.15     1.14     1.13     1.13
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income to Common Shareholders

    4.47     5.49 %(g)      4.95     5.32     4.71     5.11
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

       

Net assets applicable to Common Shareholders, end of period (000)

  $ 139,288     $ 150,113     $ 149,157     $ 178,752     $ 150,344     $ 167,431  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of period (000)

  $ 76,000     $ 76,000     $ 76,000     $ 76,000     $ 76,000     $ 76,000  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of period

  $ 260,549 (j)    $ 239,633 (j)    $ 296,259 (k)    $ 335,200 (k)    $ 297,821 (k)    $ 320,304 (k) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOB Trust Certificates, end of period (000)

  $ 10,757     $ 31,506     $ 31,735     $ 38,607     $ 36,908     $ 34,595  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per $1,000 of TOB Trust Certificates, end of period(l)

  $ 20,983     $ 8,166       N/A       N/A       N/A       N/A  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate

    20     8     17     27     34     31
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Based on average Common Shares outstanding.

(b) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(c) 

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(d) 

Not annualized.

(e) 

Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

(f) 

Audit and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs would have been 2.40%, 2.39% and 1.24%, respectively.

(g) 

Annualized.

(h) 

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(i) 

The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:

 

             
    

Year Ended

07/31/23

    

Period from

05/01/22

to 07/31/22

    

 Year Ended

04/30/22

   

Year Ended

04/30/21

   

Year Ended

04/30/20

   

Year Ended

04/30/19

 

Expense ratios

    1.16      1.15      1.14     1.13     1.12     1.12
 

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(j) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the sum of the amount of TOBs and liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

(k) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares) from the Fund’s total assets and dividing this by the liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

 

 

78  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Financial Highlights (continued)

(For a share outstanding throughout each period)

 

(i) 

Effective July 18, 2022, TOB Trust Certificates are treated as senior securities pursuant to Rule 18f-4 of the 1940 Act. Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the amount of TOBs, and by multiplying the results by 1,000.

See notes to financial statements.

 

 

F I N A N C I A L  H I G H L I G H T S

  79


Financial Highlights (continued)

(For a share outstanding throughout each period)

 

    MUA  
    

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

   

Year Ended

04/30/21

   

Year Ended

04/30/20

   

Year Ended

04/30/19

 
             

Net asset value, beginning of period

  $ 12.53     $ 12.42     $ 14.77     $ 12.83     $ 14.14     $ 14.01  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(a)

    0.50       0.15       0.57       0.62       0.63       0.67  

Net realized and unrealized gain (loss)

    (1.04     0.10       (2.20     1.96       (1.29     0.12  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    (0.54     0.25       (1.63     2.58       (0.66     0.79  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to Common Shareholders(b)

           

From net investment income

    (0.50     (0.14     (0.58     (0.64     (0.63     (0.66

From net realized gain

    (0.18           (0.14           (0.02      

Return of capital

    (0.03                              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to Common Shareholders

    (0.71     (0.14     (0.72     (0.64     (0.65     (0.66
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 11.28     $ 12.53     $ 12.42     $ 14.77     $ 12.83     $ 14.14  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of period

  $ 10.24     $ 12.55     $ 11.90     $ 15.26     $ 12.48     $ 14.98  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return Applicable to Common Shareholders(c)

           

Based on net asset value

    (3.85 )%      2.00 %(d)      (11.63 )%      20.41     (5.03 )%      5.97
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Based on market price

    (12.86 )%      6.63 %(d)      (18.05 )%      27.89     (12.80 )%      19.07
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders(e)

           

Total expenses

    2.58     1.67 %(f)(g)      0.98     0.81     0.98     1.01
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    2.57     1.67 %(f)(g)      0.98     0.80     0.98     1.01
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs(h)

    0.89 %(i)      0.88 %(f)(g)      0.77     0.71     0.69     0.70
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income to Common Shareholders

    4.33     4.75 %(g)      3.90     4.39     4.43     4.77
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

           

Net assets applicable to Common Shareholders, end of period (000)

  $ 436,199     $ 481,717     $ 475,526     $ 552,373     $ 463,431     $ 509,645  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of period (000)

  $ 175,000     $ 175,000     $ 175,000     $     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of period

  $ 334,645 (j)    $ 321,536 (j)    $ 371,729 (k)    $     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOB Trust Certificates, end of period (000)

  $ 10,897     $ 42,444     $ 41,712     $ 68,781     $ 69,232     $ 71,659  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per $1,000 of TOB Trust Certificates, end of period(l)

  $ 57,083     $ 16,471       N/A       N/A       N/A       N/A  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate

    21     5     24     19     21     19
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Based on average Common Shares outstanding.

(b) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(c) 

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(d) 

Not annualized.

(e) 

Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

(f) 

Audit and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs would have been 1.69%, 1.69% and 0.90%, respectively.

(g) 

Annualized.

(h) 

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(i) 

For the year ended July 31, 2023, the total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees was 0.88%.

(j) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the sum of the amount of TOBs and liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

(k) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares) from the Fund’s total assets and dividing this by the liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

(l) 

Effective July 18, 2022, TOB Trust Certificates are treated as senior securities pursuant to Rule 18f-4 of the 1940 Act. Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the amount of TOBs, and by multiplying the results by 1,000.

See notes to financial statements.

 

 

80  

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Financial Highlights (continued)

(For a share outstanding throughout each period)

 

    MUI  
   

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

   

Year Ended

04/30/21

   

Year Ended

04/30/20

   

Year Ended

04/30/19

 
             

Net asset value, beginning of period

  $ 13.64     $ 13.45     $ 16.11     $ 14.62     $ 15.40     $ 14.93  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(a)

    0.46       0.14       0.56       0.64       0.56       0.56  

Net realized and unrealized gain (loss)

    (0.40     0.21       (2.57     1.48       (0.81     0.47  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    0.06       0.35       (2.01     2.12       (0.25     1.03  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to Common Shareholders(b)

         

From net investment income

    (0.45     (0.16     (0.65     (0.63     (0.53     (0.53

From net realized gain

                                  (0.03

Return of capital

    (0.02                              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to Common Shareholders

    (0.47     (0.16     (0.65     (0.63     (0.53     (0.56
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 13.23     $ 13.64     $ 13.45     $ 16.11     $ 14.62     $ 15.40  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of period

  $ 11.47     $ 12.44     $ 12.26     $ 15.09     $ 13.13     $ 13.85  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return Applicable to Common Shareholders(c)

           

Based on net asset value

    1.05     2.73 %(d)      (12.79 )%      15.08     (1.41 )%      7.68
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Based on market price

    (3.95 )%      2.79 %(d)      (15.13 )%      20.02     (1.56 )%      11.13
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders(e)

           

Total expenses

    3.46 %(f)      2.25 %(g)(h)      1.67 %(i)      1.58     2.31     2.63
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    3.45 %(f)      2.25 %(g)(h)      1.67 %(i)      1.58     2.31     2.63
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs(j)

    1.03 %(f)(k)      1.07 %(g)(h)      1.02 %(i)      0.98     0.97     1.01
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income to Common Shareholders

    3.54     4.06 %(h)      3.63     4.05     3.59     3.73
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

           

Net assets applicable to Common Shareholders, end of period (000)

  $ 963,901     $ 1,007,256     $ 993,657     $ 617,032     $ 559,934     $ 589,887  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of period (000)

  $ 561,700     $ 561,700     $ 561,700     $     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of period

  $ 249,597 (l)    $ 237,229 (l)    $ 276,902 (m)    $     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

VMTP Shares outstanding at $100,000 liquidation value, end of period (000)

  $     $     $     $ 287,100     $ 287,100     $ 287,100  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per VMTP Shares at $100,000 liquidation value, end of period

  $     $     $     $ 314,919 (m)    $ 295,031 (m)    $ 305,464 (m) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOB Trust Certificates, end of period (000)

  $ 82,631     $ 172,298     $ 180,858     $ 93,069     $ 92,014     $ 93,421  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per $1,000 of TOB Trust Certificates, end of period(n)

  $ 19,459     $ 10,104       N/A       N/A       N/A       N/A  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate

    47     14     25     13     20     24
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Based on average Common Shares outstanding.

(b) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(c) 

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(d) 

Not annualized.

(e) 

Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

(f) 

Includes non-recurring expenses of proxy costs. 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 3.43%, 3.42% and 1.00%, respectively.

(g) 

Audit and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs would have been 2.27%, 2.27% and 1.08%, respectively.

(h) 

Annualized.

(i) 

Includes non-recurring expenses of reorganization costs. 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 1.62%, 1.61% and 0.96%, respectively.

(j) 

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP/VMTP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(k) 

For the year ended July 31, 2023, the total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees was 1.02%.

(l) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the sum of the amount of TOBs and liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

(m) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP/VMTP Shares) from the Fund’s total assets and dividing this by the liquidation value of the VRDP/VMTP Shares, and by multiplying the results by 100,000.

 

 

F I N A N C I A L  H I G H L I G H T S

  81


Financial Highlights (continued)

(For a share outstanding throughout each period)

 

(n) 

Effective July 18, 2022, TOB Trust Certificates are treated as senior securities pursuant to Rule 18f-4 of the 1940 Act. Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the amount of TOBs, and by multiplying the results by 1,000.

See notes to financial statements.

 

 

82  

2 0 2 3  B L A C K R O C K  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Financial Highlights (continued)

(For a share outstanding throughout each period)

 

    MYD  
   

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

   

Year Ended

04/30/21

   

Year Ended

04/30/20

   

Year Ended

04/30/19

 
             

Net asset value, beginning of period

  $ 12.73     $ 12.62     $ 15.26     $ 13.38     $ 14.56     $ 14.38  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(a)

    0.46       0.14       0.64       0.69       0.66       0.73  

Net realized and unrealized gain (loss)

    (0.56     0.12       (2.63     1.86       (1.16     0.17  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    (0.10     0.26       (1.99     2.55       (0.50     0.90  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to Common Shareholders(b)

           

From net investment income

    (0.42     (0.15     (0.65     (0.67     (0.68     (0.72

Return of capital

    (0.07                              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to Common Shareholders

    (0.49     (0.15     (0.65     (0.67     (0.68     (0.72
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 12.14     $ 12.73     $ 12.62     $ 15.26     $ 13.38     $ 14.56  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of period

  $ 10.50     $ 11.72     $ 11.43     $ 14.62     $ 12.29     $ 14.15  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return Applicable to Common Shareholders(c)

           

Based on net asset value

    (0.08 )%      2.21 %(d)      (13.39 )%      19.61     (3.66 )%      6.80
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Based on market price

    (6.13 )%      3.90 %(d)      (18.13 )%      24.76     (8.94 )%      13.76
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders(e)

           

Total expenses

    2.75     1.87 %(f)(g)      1.35     1.36     2.07     2.27
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    2.75     1.87 %(f)(g)      1.35     1.36     2.07     2.27
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs(h)(i)

    0.85     0.89 %(f)(g)      0.86     0.87     0.85     0.88
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income to Common Shareholders

    3.86     4.47 %(g)      4.26     4.66     4.49     5.10
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

           

Net assets applicable to Common Shareholders, end of period (000)

  $ 563,470     $ 597,369     $ 592,131     $ 715,876     $ 627,798     $ 682,832  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of period (000)

  $ 251,400     $ 251,400     $ 251,400     $ 251,400     $ 251,400     $ 251,400  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of period

  $ 310,951 (j)    $ 262,525 (j)    $ 335,533 (k)    $ 384,756 (k)    $ 349,719 (k)    $ 371,612 (k) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOB Trust Certificates, end of period (000)

  $ 15,710     $ 116,156     $ 137,078     $ 145,316     $ 147,785     $ 136,925  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per $1,000 of TOB Trust Certificates, end of period(l)

  $ 52,852     $ 8,305       N/A       N/A       N/A       N/A  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate

    46     4     14     14     19     17
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Based on average Common Shares outstanding.

(b) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(c) 

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(d) 

Not annualized.

(e) 

Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

(f) 

Audit and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs would have been 1.89%, 1.89% and 0.91%, respectively.

(g) 

Annualized.

(h) 

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(i) 

The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:

 

             
    

Year Ended

07/31/23

   

Period from

05/01/22 to

07/31/22

   

Year Ended

04/30/22

   

Year Ended

04/30/21

   

Year Ended

04/30/20

   

Year Ended

04/30/19

 

Expense ratios

    0.84     0.88     0.85     0.86     0.85     0.88
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(j) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the sum of the amount of TOBs and liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

(k) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares) from the Fund’s total assets and dividing this by the liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

(l) 

Effective July 18, 2022, TOB Trust Certificates are treated as senior securities pursuant to Rule 18f-4 of the 1940 Act. Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the amount of TOBs, and by multiplying the results by 1,000.

See notes to financial statements.

 

 

F I N A N C I A L  H I G H L I G H T S

  83


Financial Highlights (continued)

(For a share outstanding throughout each period)

 

    MQY  
   

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

   

Year Ended

04/30/21

   

Year Ended

04/30/20

   

Year Ended

04/30/19

 
             

Net asset value, beginning of period

  $ 13.89     $ 13.74     $ 16.57     $ 14.79     $ 15.67     $ 15.22  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(a)

    0.54       0.16       0.72       0.75       0.67       0.69  

Net realized and unrealized gain (loss)

    (0.64     0.17       (2.79     1.80       (0.91     0.47  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    (0.10     0.33       (2.07     2.55       (0.24     1.16  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to Common Shareholders(b)

           

From net investment income

    (0.51     (0.18     (0.76     (0.77     (0.64     (0.69

From net realized gain

                                  (0.02

Return of capital

    (0.06                              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to Common Shareholders

    (0.57     (0.18     (0.76     (0.77     (0.64     (0.71
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 13.22     $ 13.89     $ 13.74     $ 16.57     $ 14.79     $ 15.67  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of period

  $ 11.86     $ 13.12     $ 12.80     $ 15.92     $ 13.88     $ 13.99  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return Applicable to Common Shareholders(c)

           

Based on net asset value

    (0.11 )%      2.44 %(d)      (12.93 )%      17.56     (1.44 )%      8.42
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Based on market price

    (5.12 )%      3.86 %(d)      (15.58 )%      20.35     3.60     6.53
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets Applicable to Common Shareholders(e)

           

Total expenses

    2.85     1.90 %(f)(g)      1.33     1.48 %(h)      2.20     2.48
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    2.85     1.90 %(f)(g)      1.33     1.47 %(h)      2.20     2.48
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs(i)(j)

    0.86     0.89 %(f)(g)      0.85     0.95 %(h)      0.90     0.93
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income to Common Shareholders

    4.11     4.84 %(g)      4.45     4.64     4.15     4.55
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

           

Net assets applicable to Common Shareholders, end of period (000)

  $ 960,317     $ 1,017,461     $ 1,006,613     $ 1,212,632     $ 454,276     $ 481,212  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

VRDP Shares outstanding at $100,000 liquidation value, end of period (000)

  $ 450,300     $ 450,300     $ 450,300     $ 450,300     $ 176,600     $ 176,600  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per VRDP Shares at $100,000 liquidation value, end of period

  $ 289,952 (k)    $ 253,932 (k)    $ 323,543 (l)    $ 369,294 (l)    $ 357,235 (l)    $ 372,487 (l) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOB Trust Certificates, end of period (000)

  $ 55,257     $ 210,679     $ 230,928     $ 268,075     $ 129,475     $ 134,198  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset coverage per $1,000 of TOB Trust Certificates, end of period(m)

  $ 26,527     $ 7,966       N/A       N/A       N/A       N/A  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate

    37     8     17     8     18     21
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Based on average Common Shares outstanding.

(b) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(c) 

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(d) 

Not annualized.

(e) 

Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

(f) 

Audit and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses, total expenses after fees waived and/or reimbursed and total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs would have been 1.92%, 1.92% and 0.92%, respectively.

(g) 

Annualized.

(h) 

Includes non-recurring expenses of reorganization costs. 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 cost would have been 1.42%, 1.41% and 0.90%, respectively.

(i) 

Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

(j) 

The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:

 

           
    

Year Ended

07/31/23

   

Period from

05/01/22

to 07/31/22

   

Year Ended

04/30/22

   

Year Ended

04/30/21

   

Year Ended

04/30/20

 

Expense ratios

    0.86     0.89     0.85     0.94     0.90
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(k) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the sum of the amount of TOBs and liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

(l) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares) from the Fund’s total assets and dividing this by the liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

 

 

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Financial Highlights (continued)

(For a share outstanding throughout each period)

 

(m) 

Effective July 18, 2022, TOB Trust Certificates are treated as senior securities pursuant to Rule 18f-4 of the 1940 Act. Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the amount of TOBs, and by multiplying the results by 1,000.

See notes to financial statements.

 

 

F I N A N C I A L  H I G H L I G H T S

  85


Notes to Financial Statements

 

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 Long-Term Municipal Advantage Trust

  BTA    Delaware    Diversified

BlackRock MuniAssets Fund, Inc.

  MUA    Maryland    Diversified

BlackRock Municipal Income Fund, Inc.

  MUI    Maryland    Diversified

BlackRock MuniYield Fund, Inc.

  MYD    Maryland    Diversified

BlackRock MuniYield Quality Fund, Inc.

  MQY    Maryland    Diversified

 

The Boards of Directors and Board of Trustees of the Funds are collectively referred to throughout this report as the “Board,” and the directors/trustees 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 funds referred to as the BlackRock Fixed-Income Complex.

PriorYear Reorganization: The Board and shareholders of MUI (the “Acquiring Fund”) and the Board and shareholders of BlackRock MuniHoldings Investment Quality Fund (“MFL”), (the “Target Fund”) approved the reorganization of the 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 the 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 the 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 April 8, 2022, less the costs of the Target Fund’s reorganization. Cash was distributed for any fractional shares.

Each Preferred Shareholder of the 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 reorganization was 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 Fund  

Target

Fund’s

Share

Class

    

Shares Prior to

Reorganization

    

Conversion

Ratio

    

MUI’s

Share

Class

    

Shares of 

MUI 

 

MFL

  Common      37,896,208      0.93874076      Common      35,574,705(a)

MFL

  VRDP      2,746      1      VRDP      2,746  

 

 

  (a) 

Net of fractional shares redeemed.

 

The Target Fund’s net assets and composition of net assets on April 8, 2022, the valuation date of the reorganization were as follows:

 

 

 
    MFL  

 

 

Net assets applicable to Common Shareholders

  $ 497,273,284  

Paid-in-capital

    513,150,872  

Accumulated loss

    (15,877,588

 

 

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 reorganization was $535,317,061. The aggregate net assets applicable to Common Shareholders of the Acquiring Fund immediately after the reorganization amounted to $1,032,590,345. The Target Fund’s fair value and cost of financial instruments prior to the reorganization was as follows:

 

 

Target Fund  

Fair Value of

Investments

    

Cost of

Investments

    

TOB Trust

Certificates

    

Preferred

Shares Value

 

MFL

  $846,552,183      $858,217,170      $88,413,120      $274,600,000

 

The purpose of these transactions was to combine two funds managed by the Manager with similar investment objectives, investment policies, strategies, risks and restrictions. The reorganization was a tax-free event and was effective on April 11, 2022.

 

 

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Notes to Financial Statements(continued)

 

Assuming the reorganization had been completed on May 1, 2021, the beginning of the fiscal reporting period of the Acquiring Fund, the pro forma results of operations for the year ended April 30, 2022, were as follows:

 

 

Net investment income (loss): $42,471,276

 

 

Net realized and change in unrealized gain/loss on investments: $(198,977,307)

 

 

Net decrease in net assets resulting from operations: $(156,506,031)

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 the Target Fund that have been included in the Acquiring Fund’s Statements of Operations since April 11, 2022.

Reorganization costs incurred by MUI in connection with the reorganization were expensed by MUI. The Manager reimbursed MUI $42,542.

 

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.

Collateralization: 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.

Distributions: Distributions from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates and made at least annually. The portion of distributions, if any, that exceeds a fund’s current and accumulated earnings and profits, as measured on a tax basis, constitute a non-taxable return of capital. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

Distributions to Preferred Shareholders are accrued and determined as described in Note 10.

Deferred Compensation Plan: Under the Deferred Compensation Plan (the “Plan”) approved by each Board, the 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. Net appreciation (depreciation) in the value of participants’ deferral accounts is allocated among the participating funds in the BlackRock Fixed-Income Complex and reflected as Directors and Officer expense on the Statements of Operations. The Directors and Officer expense may be negative as a result of a decrease in value of the deferred accounts.

Indemnifications: In the normal course of business, a 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.

 

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. The Board has approved the designation of each Fund’s Manager as the valuation designee for each Fund. Each Fund determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

 

 

N O T E ST O  F I N A N C I A L  S T A T E M E N T S

  87


Notes to Financial Statements(continued)

 

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., market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, or in the event that application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee in accordance with the Manager’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Valuation Committee seeks to determine the price that each 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 Valuation Committee deems relevant and consistent with the principles of fair value measurement.

For investments in equity or debt issued by privately held companies or funds (“Private Company” or collectively, the “Private Companies”) and other Fair Valued Investments, the fair valuation approaches that are used by the Valuation Committee and third-party pricing services utilized by the Valuation Committee include one or a combination of, but not limited to, the following inputs.

 

   
   

Standard Inputs Generally Considered By The Valuation Committee And Third-Party Pricing Services

Market approach

  (i)    

recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers;

  (ii)   

recapitalizations and other transactions across the capital structure; and

    (iii)     

market multiples of comparable issuers.

Income approach

  (i)    

future cash flows discounted to present and adjusted as appropriate for liquidity, credit, and/or market risks;

  (ii)   

quoted prices for similar investments or assets in active markets; and

    (iii)     

other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates.

Cost approach

  (i)    

audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company;

  (ii)   

changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company;

  (iii)     

relevant news and other public sources; and

    (iv)     

known secondary market transactions in the Private Company’s interests and merger or acquisition activity in companies comparable to the Private Company.

Investments in series of preferred stock issued by Private Companies are typically valued utilizing market approach in determining the enterprise value of the company. Such investments often contain rights and preferences that differ from other series of preferred and common stock of the same issuer. Enterprise valuation techniques such as an option pricing model (“OPM”), a probability weighted expected return model (“PWERM”), current value method or a hybrid of those techniques are used as deemed appropriate under the circumstances. The use of these valuation techniques involve a determination of the exit scenarios of the investment in order to appropriately allocate the enterprise value of the company among the various parts of its capital structure.

The Private Companies are not subject to the public company disclosure, timing, and reporting standards applicable to other investments held by a Fund. Typically, the most recently available information by a Private Company is as of a date that is earlier than the date a Fund is calculating its NAV. This factor may result in a difference between the value of the investment and the price a Fund could receive upon the sale of the investment.

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 Valuation Committee’s assumptions used in determining the fair value of financial instruments).

 

 

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Notes to Financial Statements(continued)

 

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies 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. The Funds may purchase securities under such conditions with the intention of actually acquiring them but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Funds may be required to pay more at settlement than the security is worth. In addition, a fund is not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, the Funds assume the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default by the counterparty, the Funds’ maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions.

Municipal Bonds Transferred to TOB Trusts: The 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, MYD and MQY 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  

 

 

BTA

  $ 393,819      $ 63,753      $ 30,098      $  487,670  

MUA

    600,409        102,929        33,594        736,932  

 

 

 

 

N O T E ST O  F I N A N C I A L  S T A T E M E N T S

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Notes to Financial Statements(continued)

 

 

 
Fund Name   Interest Expense      Liquidity Fees      Other Expenses      Total  

 

 

MUI

  $ 2,621,104      $ 397,459      $ 121,244      $  3,139,807  

MYD

    1,312,439        225,157        76,284        1,613,880  

MQY

    2,759,892        452,614        143,437        3,355,943  

 

 

For the year ended July 31, 2023, the following table is a summary of each Fund’s TOB Trusts:

 

           
Fund Name    

Underlying

Municipal Bonds

Transferred to

TOB Trusts

 

 

 

(a) 

   

Liability for

TOB Trust

Certificates

 

 

(b) 

   

Range of

Interest Rates

on TOB Trust

Certificates at

Period End

 

 

 

 

 

   

Average

TOB Trust

Certificates

Outstanding

 

 

 

 

    

Daily Weighted

Average Rate

of Interest and

Other Expenses

on TOB Trusts

 

 

 

 

 

BTA

  $ 20,460,573     $ 10,756,654       4.01     —4.28   $ 15,607,835        3.12

MUA

    18,375,478       10,896,731       4.01       —4.03       24,054,700        3.06  

MUI

    150,287,252       82,630,947       4.01       —4.28       101,344,545        3.10  

MYD

    23,685,697       15,710,460       4.01       —4.03       53,764,543        3.00  

MQY

    102,323,893       55,257,457       4.01       —4.08       110,558,261        3.03  

 

  (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 July 31, 2023, in proportion to their participation in the TOB Trust. The recourse TOB Trusts are identified in the Schedules of Investments including the maximum potential amounts owed by a Fund at July 31, 2023.

 

For the year ended July 31, 2023, the following table is a summary of each Fund’s Loan for TOB Trust Certificates:

 

         
Fund Name  

Loans

Outstanding

at Period End

    

Range of

Interest Rates

on Loans at

Period End

   

Average

Loans

Outstanding

    

Daily Weighted

Average Rate

of Interest and

Other Expenses

on Loans

 

MUI

  $          $ 76,633        0.63

MQY

                 310,091        0.70  

 

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.

 

 

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Notes to Financial Statements(continued)

 

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 and BTA, 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:

 

       
     MUA     MYD     MQY  

Investment advisory fees

    0.55     0.50     0.50

For such services, BTA pays the Manager a monthly fee of 1.00% at an annual rate equal to a percentage of the average weekly value of the Fund’s net assets.

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, with respect to each Fund other than BTA, “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.

For purposes of calculating this fee, with respect to BTA, “net assets” mean the total assets of the Fund minus the sum of its accrued liabilities (which includes liabilities represented by TOB Trusts and the liquidation preference of any outstanding preferred shares).

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 July 31, 2023 amounted to $5,284.

Expense Waivers and Reimbursements: 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, 2025. 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 July 31, 2023, the amounts waived were as follows:

 

 

 
Fund Name  

Fees Waived and/or Reimbursed

by the Manager

 

 

 

BTA

  $ 6,224  

MUA

    33,033  

MUI

    12,529  

MYD

    17,068  

MQY

    13,239  

 

 

The Manager has 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, 2025. The agreement can be renewed for annual periods thereafter, and may be terminated on 90 days’ notice, each subject to approval by a majority of the Funds’ Independent Directors. For the year ended July 31, 2023, there were no fees waived by the Manager pursuant to this arrangement.

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 July 31, 2023, purchases and sales of investments, excluding short-term securities, were as follows:

 

 

 
Fund Name   Purchases      Sales  

 

 

BTA

  $ 44,836,007      $ 78,041,066  

MUA

    128,297,870        223,431,359  

MUI

    746,593,480        866,114,752  

MYD

    385,673,258        488,824,937  

MQY

    559,420,630        719,957,377  

 

 

 

 

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Notes to Financial Statements(continued)

 

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 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 July 31, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAVs per share. As of period end, permanent differences attributable to non-deductible expenses were reclassified to the following accounts:

 

 

 
Fund Name   Paid-in Capital    

Accumulated

Earnings (Loss)

 

 

 

BTA

  $ (15,204   $ 15,204  

MUA

    (3,471     3,471  

MUI

    (16,667     16,667  

MYD

    (15,856     15,856  

MQY

    (41,009     41,009  

 

 

The tax character of distributions paid was as follows:

 

 

 
Fund Name   Year Ended
07/31/23
    

Period from
05/01/22

to 07/31/22

     Year Ended
04/30/22
 

 

 

BTA

       

Tax-exempt income

  $ 9,774,023      $ 2,509,381      $ 9,399,563  

Ordinary income

    210,220               8,003  

Return of capital

    209,790                
 

 

 

    

 

 

    

 

 

 
  $ 10,194,033      $ 2,509,381      $ 9,407,566  
 

 

 

    

 

 

    

 

 

 

MUA

       

Tax-exempt income

  $ 24,562,045      $ 6,009,354      $ 22,728,368  

Ordinary income

    1,254,316               1,134,817  

Long-term capital gains

    6,857,840               4,493,321  

Return of capital

    1,169,737                
 

 

 

    

 

 

    

 

 

 
  $ 33,843,938      $ 6,009,354      $ 28,356,506  
 

 

 

    

 

 

    

 

 

 

MUI

       

Tax-exempt income

  $ 52,912,972      $ 14,275,453      $ 28,218,624  

Ordinary income

    146,332               224  

Return of capital

    1,302,207                
 

 

 

    

 

 

    

 

 

 
  $ 54,361,511      $ 14,275,453      $ 28,218,848  
 

 

 

    

 

 

    

 

 

 

MYD

       

Tax-exempt income

  $ 28,487,142      $ 8,282,450      $ 32,934,118  

Ordinary income

    193,876               46,234  

Return of capital

    3,240,481                
 

 

 

    

 

 

    

 

 

 
  $ 31,921,499      $ 8,282,450      $ 32,980,352  
 

 

 

    

 

 

    

 

 

 

MQY

       

Tax-exempt income

  $ 52,651,647      $ 14,554,886      $ 59,230,137  

Ordinary income

    193,321               812  

Return of capital

    4,119,807                
 

 

 

    

 

 

    

 

 

 
  $ 56,964,775      $ 14,554,886      $ 59,230,949  
 

 

 

    

 

 

    

 

 

 

As of July 31, 2023, the tax components of accumulated earnings (loss) were as follows:

 

 

 
Fund Name  

Non-Expiring

Capital Loss

Carryforwards(a)

    Net Unrealized
Gains (Losses)(b)
    Total  

 

 

BTA

  $ (9,842,900   $ (7,067,290   $  (16,910,190

MUA

    (37,435,486     (42,463,642     (79,899,128

MUI

    (92,753,418     13,368,341       (79,385,077

 

 

 

 

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Notes to Financial Statements(continued)

 

 

 
Fund Name  

Non-Expiring

Capital Loss

Carryforwards(a)

   

Net Unrealized

Gains (Losses)(b)

     Total  

 

 

MYD

  $ (62,042,247   $ 7,656,854      $  (54,385,393

MQY

    (90,538,839     17,007,627        (73,531,212

 

 

 

  (a) 

Amounts available to offset future realized capital gains.

 
  (b) 

The difference between book-basis and tax-basis net unrealized gains (losses) was attributable primarily to the tax deferral of losses on wash sales and straddles, the realization for tax purposes of unrealized gains (losses) on certain futures contracts, amortization methods for premiums on fixed income securities, treatment of residual interests in tender option bond trusts, the accrual of income on securities in default and the deferral of compensation to directors.

 

As of July 31, 2023, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:

 

 

 
Fund Name   Tax Cost     

Gross Unrealized

Appreciation

    

Gross Unrealized

Depreciation

   

Net Unrealized

Appreciation

(Depreciation)

 

 

 

BTA

  $ 219,992,665      $ 3,898,544      $ (10,941,268   $ (7,042,724

MUA

    647,663,136        11,857,955        (54,321,597     (42,463,642

MUI

    1,511,413,871        32,986,640        (19,023,239     13,963,401  

MYD

    809,136,654        24,176,982        (15,884,033     8,292,949  

MQY

    1,392,563,752        42,925,413        (25,555,003     17,370,410  

 

 

 

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.

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.

As 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.

Illiquidity Risk: 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 NAV and ability to make dividend distributions. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.

Market Risk: Each 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

 

 

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Notes to Financial Statements(continued)

 

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.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

Valuation Risk: The price a Fund could receive upon the sale of any particular portfolio investment may differ from a Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation technique or a price provided by an independent pricing service. Changes to significant unobservable inputs and assumptions (i.e., publicly traded company multiples, growth rate, time to exit) due to the lack of observable inputs may significantly impact the resulting fair value and therefore a Fund’s results of operations. As a result, the price received upon the sale of an investment may be less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. A Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.

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 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.

Geographic/Asset Class Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within each Fund’s portfolio are disclosed in its Schedule of Investments.

Certain Funds invest a substantial amount of their assets in issuers located in a single state or limited number of states. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political or social conditions affecting that state or group of states could have a significant impact on the fund and could affect the income from, or the value or liquidity of, the fund’s portfolio. Investment percentages in specific states or U.S. territories are presented in the Schedules of Investments.

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.

The 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 decrease as interest rates rise and increase as interest rates fall. The Funds may be subject to a greater risk of rising interest rates due to the period of historically low interest rates that ended in March 2022. The Federal Reserve has recently been raising the federal funds rate as part of its efforts to address inflation. There is a risk that interest rates will continue to rise, which will likely drive down the prices of bonds and other fixed-income securities, and could negatively impact the Funds’ performance.

The Funds invest a significant portion of their assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the Funds invest.

 

 

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Notes to Financial Statements(continued)

 

10.

CAPITAL SHARE TRANSACTIONS

Each Fund, except for BTA, is authorized to issue 200 million shares, all of which were initially classified as Common Shares. BTA is authorized to issue an unlimited number of shares, all of which were initially classified as Common Shares. The par value of each Fund’s Common Shares is $0.10, except for BTA, which is $0.001. Each 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:

 

 

 
Fund Name  

Year Ended

07/31/23

    

Period from

05/01/22

to 07/31/22

    

Year Ended

04/30/22

 

 

 

BTA

    2,033        1,294        9,324  

MUA

    13,454        6,820        68,542  

MQY

                  70,961  

 

 

For the period ended July 31, 2022, shares issued and outstanding remained constant for MUI. 

For the period ended July 31, 2022 and year ended April 30, 2022, shares issued and outstanding remained constant for MYD. 

For the year ended April 30, 2022, Common Shares of MUI issued and outstanding increased by 35,574,715 as a result of the reorganization of MFL with and into MUI.

For the year ended April 30, 2022, Common Shares of MUI issued and outstanding decreased by 10 as a result of a redemption of fractional shares from the reorganization of MFL with and into MUI.

The Funds participate in an open market share repurchase program (the “Repurchase Program”). From December 1, 2021 through November 30, 2022, 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, 2021, subject to certain conditions. From December 1, 2022 through November 30, 2023, 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, 2022, subject to certain conditions. The Repurchase Program has an accretive effect as shares are purchased at a discount to the Fund’s NAV. There is no assurance that the Funds will purchase shares in any particular amounts. For the period ended July 31, 2023, BTA and MUA did not repurchase any shares. For the period ended July 31, 2022 and year ended April 30, 2022, the Funds did not repurchase any shares.

The total cost of the shares repurchased is reflected in Funds’ Statements of Changes in Net Assets. For the periods shown, shares repurchased and cost, including transaction costs, were as follows:

 

 

 
    MUI  
 

 

 

 
    Shares      Amounts  

 

 

Year Ended July 31, 2023

    1,002,979      $ 11,621,508  

 

 

 

 

 
    MYD  
 

 

 

 
    Shares      Amounts  

 

 

Year Ended July 31, 2023

    509,369      $ 5,377,139  

 

 

 

 

 
    MQY  
 

 

 

 
    Shares      Amounts  

 

 

Year Ended July 31, 2023

    609,349      $ 7,063,733  

 

 

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, 4,767,963 Common Shares remain available for issuance under the Shelf Offering. During the period ended July 31, 2023, MUA issued 209,413 shares under the Shelf Offering. See Additional Information - Shelf Offering Program for additional information.

Initial costs incurred by MUA in connection with its Shelf Offerings are recorded as “Deferred offering costs” in the Statements 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.

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.

 

 

N O T E ST O  F I N A N C I A L  S T A T E M E N T S

  95


Notes to Financial Statements(continued)

 

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.

VRDP Shares

The Funds (for purposes of this section, each a “VRDP Fund”) have issued Series W-7 VRDP Shares, $100,000 liquidation preference per share, in one or more privately negotiated offerings to qualified institutional buyers as defined pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The VRDP Shares include a liquidity feature and may be subject to a special rate period. As of period end, the VRDP Shares outstanding were as follows:

 

 

 
Fund Name  

Issue

Date

    

Shares

Issued

    

Aggregate

Principal

    

Maturity

Date

 

 

 

BTA

    10/29/15        760      $ 76,000,000        11/01/45  

MUA

    12/15/21        1,750         175,000,000        12/15/51  

MUI

    04/07/22        2,871        287,100,000        04/07/52  
    04/11/22        2,746        274,600,000        04/07/52  

MYD

    06/30/11        2,514        251,400,000        07/01/41  

MQY

    09/15/11        1,766        176,600,000        10/01/41  
    04/19/21        2,737        273,700,000        10/01/41  

 

 

Redemption Terms: A VRDP Fund is required to redeem its VRDP Shares on the maturity date, unless earlier redeemed or repurchased. Six months prior to the maturity date, a VRDP Fund is required to begin to segregate liquid assets with the Fund’s custodian to fund the redemption. In addition, a VRDP Fund is required to redeem certain of its outstanding VRDP Shares if it fails to comply with certain asset coverage, basic maintenance amount or leverage requirements.

Subject to certain conditions, the VRDP Shares may also be redeemed, in whole or in part, at any time at the option of a VRDP Fund. The redemption price per VRDP Share is equal to the liquidation preference per share plus any outstanding unpaid dividends.

Liquidity Feature: VRDP Shares are subject to a fee agreement between the VRDP Fund and the liquidity provider that requires a per annum liquidity fee and, in some cases, an upfront or initial commitment fee, payable to the liquidity provider. These fees, if applicable, are shown as liquidity fees in the Statements of Operations. As of period end, the fee agreement is set to expire, unless renewed or terminated in advance, as follows:

 

 

 
    BTA      MUA      MUI      MYD      MQY  

 

 

Expiration date

    11/30/24        04/30/24        11/30/24        11/30/24        07/04/24  

 

 

The VRDP Shares are also subject to a purchase agreement in connection with the liquidity feature. In the event a purchase agreement is not renewed or is terminated in advance, and the VRDP Shares do not become subject to a purchase agreement with an alternate liquidity provider, the VRDP Shares will be subject to mandatory purchase by the liquidity provider prior to the termination of the purchase agreement. In the event of such mandatory purchase, a VRDP Fund is required to redeem the VRDP Shares six months after the purchase date. Immediately after such mandatory purchase, the VRDP Fund is required to begin to segregate liquid assets with its custodian to fund the redemption. There is no assurance that a VRDP Fund will replace such redeemed VRDP Shares with any other preferred shares or other form of leverage.

Remarketing: A VRDP Fund may incur remarketing fees on the aggregate principal amount of all its VRDP Shares, which, if any, are included in remarketing fees on Preferred Shares in the Statements of Operations. During any special rate period (as described below), a VRDP Fund may incur nominal or no remarketing fees.

Ratings: As of period end, the VRDP Shares were assigned the following ratings:

 

 

 
Fund Name  

Moody’s Investors

Service, Inc.

Long-Term

Ratings

         

Fitch Ratings, Inc.

Long-Term

Ratings

 

 

 

BTA

    Aa2         A  

MUA

    Aa2         N/A  

MUI

    Aa1         AA  

MYD

    Aa1         AA  

MQY

    Aa1         AA  

 

 

 

 

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Notes to Financial Statements(continued)

 

Special Rate Period: A VRDP Fund has commenced a “special rate period” with respect to its VRDP Shares, during which the VRDP Shares will not be subject to any remarketing and the dividend rate will be based on a predetermined methodology. During a special rate period, short-term ratings on VRDP Shares are withdrawn. As of period end, the following VRDP Funds have commenced/are set to commence a special rate period:

 

 

 
Fund Name  

Commencement

Date

         

Expiration Date as

of Period Ended

07/31/23

 

 

 

BTA

    10/29/15         11/15/24  

MUA

    12/15/21         04/15/24  

MUI

    04/07/22         11/15/24  

MYD

    04/17/14         11/15/24  

MQY

    10/22/15         06/19/24  

 

 

Prior to the expiration date, the VRDP Fund and the VRDP Shares holder may mutually agree to extend the special rate period. If a special rate period is not extended, the VRDP Shares will revert to remarketable securities upon the termination of the special rate period and will be remarketed and available for purchase by qualified institutional investors.

During the special rate period: (i) the liquidity and fee agreements remain in effect, (ii) VRDP Shares remain subject to mandatory redemption by the VRDP Fund on the maturity date, (iii) VRDP Shares will not be remarketed or subject to optional or mandatory tender events, (iv) the VRDP Fund is required to comply with the same asset coverage, basic maintenance amount and leverage requirements for the VRDP Shares as is required when the VRDP Shares are not in a special rate period, (v) the VRDP Fund will pay dividends monthly based on the sum of an agreed upon reference rate and a percentage per annum based on the long-term ratings assigned to the VRDP Shares and (vi) the VRDP Fund will pay nominal or no fees to the liquidity provider and remarketing agent.

Dividends: Except during the Special Rate Period as described above, dividends on the VRDP Shares are payable monthly at a variable rate set weekly by the remarketing agent. Such dividend rates are generally based upon a spread over a base rate and cannot exceed a maximum rate. A change in the short-term credit rating of the liquidity provider or the VRDP Shares may adversely affect the dividend rate paid on such shares, although the dividend rate paid on the VRDP Shares is not directly based upon either short-term rating. In the event of a failed remarketing, the dividend rate of the VRDP Shares will be reset to a maximum rate. The maximum rate is determined based on, among other things, the long-term preferred share rating assigned to the VRDP Shares and the length of time that the VRDP Shares fail to be remarketed.

For the year ended July 31, 2023, the annualized dividend rate for the VRDP Shares were as follows:

 

 

 
    BTA     MUA     MUI     MYD     MQY    

 

 

Dividend rates

    3.57     3.83     3.56     3.56     3.46%  

 

 

For the year ended July 31, 2023, VRDP Shares issued and outstanding of each VRDP Fund remained constant.

Offering Costs: The Funds incurred costs in connection with the issuance of VRDP Shares, which were recorded as a direct deduction from the carrying value of the related debt liability and will be amortized over the life of the VRDP Shares with the exception of any upfront fees paid by a VRDP Fund to the liquidity provider which, if any, were amortized over the life of the liquidity agreement. Amortization of these costs is included in interest expense, fees and amortization of offering costs in the Statements of Operations.

Financial Reporting: The VRDP Shares are considered debt of the issuer; therefore, the liquidation preference, which approximates fair value of the VRDP Shares, is recorded as a liability in the Statements of Assets and Liabilities net of deferred offering costs. Unpaid dividends are included in interest expense and fees payable in the Statements of Assets and Liabilities, and the dividends accrued and paid on the VRDP Shares are included as a component of interest expense, fees and amortization of offering costs in the Statements of Operations. The VRDP Shares are treated as equity for tax purposes. Dividends paid to holders of the VRDP Shares are generally classified as tax-exempt income for tax-reporting purposes. Dividends and amortization of deferred offering costs on VRDP Shares are included in interest expense, fees and amortization of offering costs in the Statements of Operations:

 

 

 
Fund Name   Dividends Accrued          

Deferred Offering

Costs Amortization

 

 

 

BTA

  $ 2,715,971       $ 18,289  

MUA

    6,705,399         5,468  

MUI

    20,006,847         16,743  

MYD

    8,959,101         18,273  

MQY

    15,588,958         63,867  

 

 

 

 

N O T E ST O  F I N A N C I A L  S T A T E M E N T S

  97


Notes to Financial Statements(continued)

 

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

 

 

 

BTA

    08/01/23        08/15/23        09/01/23      $ 0.043500  
    09/01/23        09/15/23        10/02/23        0.043500  

MUA

    08/01/23        08/15/23        09/01/23        0.040500  
    09/01/23        09/15/23        10/02/23        0.040500  

MUI

    08/01/23        08/15/23        09/01/23        0.034000  
    09/01/23        09/15/23        10/02/23        0.034000  

MYD

    08/01/23        08/15/23        09/01/23        0.036500  
    09/01/23        09/15/23        10/02/23        0.036500  

MQY

    08/01/23        08/15/23        09/01/23        0.043500  
    09/01/23        09/15/23        10/02/23        0.043500  

 

 

The Funds declared and paid or will pay distributions to Preferred Shareholders as follows:

 

 

 
       Preferred Shares(a)      
 

 

 

 
Fund Name    Shares      Series      Declared  

 

 

BTA

    VRDP        W-7      $ 287,738  

MUA

    VRDP        W-7        681,877  

MUI

    VRDP        W-7        2,126,612  

MYD

    VRDP        W-7        951,807  

MQY

    VRDP        W-7        1,666,603  

 

 

 

  (a) 

Dividends declared for period August 1, 2023 to August 31, 2023.

 

 

 

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Report of Independent Registered Public Accounting Firm   

 

To the Shareholders and the Board of Trustees/Directors of BlackRock Long-Term Municipal Advantage Trust, BlackRock MuniAssets Fund, Inc., BlackRock Municipal Income Fund, Inc., BlackRock MuniYield Fund, Inc., and BlackRock MuniYield Quality Fund, Inc.:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of BlackRock Long-Term Municipal Advantage Trust, BlackRock MuniAssets Fund, Inc., BlackRock Municipal Income Fund, Inc., BlackRock MuniYield Fund, Inc., and BlackRock MuniYield Quality Fund, Inc. (the “Funds”), including the schedules of investments, as of July 31, 2023, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets and the financial highlights for the periods indicated in the table below, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of July 31, 2023, and the results of their operations and their cash flows for the year then ended, the changes in their net assets and the financial highlights for the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

 

     
Fund   Statements of Changes in Net Assets    Financial Highlights

BlackRock Long-Term Municipal Advantage Trust,

BlackRock MuniAssets Fund, Inc.,

BlackRock Municipal Income Fund, Inc.,

BlackRock MuniYield Fund, Inc., and

BlackRock MuniYield Quality Fund, Inc.

  For the year ended July 31, 2023, for the period from May 1, 2022 through July 31, 2022, and for the year ended April 30, 2022    For the year ended July 31, 2023, for the period from May 1, 2022 through July 31, 2022, and for each of the four years in the period ended April 30, 2022

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of July 31, 2023, by correspondence with custodians or counterparties; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Deloitte & Touche LLP

Boston, Massachusetts

September 22, 2023

We have served as the auditor of one or more BlackRock investment companies since 1992.

 

 

R E P O R T  O F  I N D E P E N D E N T  R E G I S T E R E D  P U B L I C  A C C O U N T I N G  F I R M

  99


Important Tax Information (unaudited)   

 

The following amounts, or maximum amounts allowable by law, are hereby designated as tax-exempt interest dividends for the fiscal year ended July 31, 2023:

 

 

 
Fund Name  

Exempt-Interest

Dividends

 

 

 

BTA

  $ 8,840,374  

MUA

       25,227,550  

MUI

    53,450,768  

MYD

    30,332,493  

MQY

    54,557,719  

 

 

The Funds hereby designate the following amounts, or maximum amounts allowable by law, as capital gain dividends, subject to a long-term capital gains tax rate as noted below, for the fiscal year ended July 31, 2023:

 

 

 
Fund Name  

20% Rate Long-Term

Capital Gain Dividends

 

 

 

MUA

  $ 6,857,840  

 

 

The Funds hereby designate the following amounts, or maximum amounts allowable by law, as interest income eligible to be treated as a Section 163(j) interest dividend for the fiscal year ended July 31, 2023:

 

 

 
Fund Name  

Interest

Dividends

 

 

 

BTA

  $ 37,660  

MUA

        183,721  

MUI

    136,071  

MYD

    70,887  

MQY

    131,926  

 

 

The Funds hereby designate the following amounts, or maximum amounts allowable by law, as interest-related dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations for the fiscal year ended July 31, 2023:

 

 

 
Fund Name  

Interest

Related

Dividends

 

 

 

BTA

  $ 37,660  

MUA

      183,721  

MUI

    136,071  

MYD

    70,887  

MQY

    131,926  

 

 

 

 

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Disclosure of Investment Advisory Agreements

 

The Boards of Directors/Trustees, as applicable (collectively, the “Board,” the members of which are referred to as “Board Members”) of BlackRock MuniYield Fund, Inc. (“MYD”), BlackRock MuniYield Quality Fund, Inc. (“MQY”), BlackRock Long-Term Municipal Advantage Trust (“BTA”), BlackRock Municipal Income Fund, Inc. (“MUI”) and BlackRock MuniAssets Fund, Inc. (“MUA”) (collectively, the “Funds” and each, a “Fund”) met on May 4, 2023 (the “May Meeting”) and June 1-2, 2023 (the “June Meeting”) to consider the approval to continue the investment advisory agreements (the “Advisory Agreements”) or (the “Agreements”) between each Fund and BlackRock Advisors, LLC (the “Manager” or “BlackRock”), each Fund’s investment adviser.

The Approval Process

Consistent with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Board considers the approval of the continuation of the Agreements for each Fund on an annual basis. The Board members who are not “interested persons” of each Fund, as defined in the 1940 Act, are considered independent Board members (the “Independent Board Members”). The Board’s consideration entailed a year-long deliberative process during which the Board and its committees assessed BlackRock’s various services to each Fund, including through the review of written materials and oral presentations, and the review of additional information provided in response to requests from the Independent Board Members. The Board had four quarterly meetings per year, each of which extended over a two-day period, as well as additional ad hoc meetings and executive sessions throughout the year, as needed. The committees of the Board similarly met throughout the year. The Board also had an additional one-day meeting to consider specific information regarding the renewal of the Agreements. In considering the renewal of the Agreements, the Board assessed, among other things, the nature, extent and quality of the services provided to each Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; accounting oversight; administrative and shareholder services; oversight of each Fund’s service providers; risk management and oversight; and legal, regulatory and compliance services. Throughout the year, including during the contract renewal process, the Independent Board Members were advised by independent legal counsel, and met with independent legal counsel in various executive sessions outside of the presence of BlackRock’s management.

During the year, the Board, acting directly and through its committees, considered information that was relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to each Fund and its shareholders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year, and/or since inception periods, as applicable, against peer funds, relevant benchmarks, and other performance metrics, as applicable, as well as BlackRock senior management’s and portfolio managers’ analyses of the reasons for any outperformance or underperformance relative to its peers, benchmarks, and other performance metrics, as applicable; (b) leverage management, as applicable; (c) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by each Fund for services; (d) Fund operating expenses and how BlackRock allocates expenses to each Fund; (e) the resources devoted to risk oversight of, and compliance reports relating to, implementation of each Fund’s investment objective, policies and restrictions, and meeting regulatory requirements; (f) BlackRock’s and each Fund’s adherence to applicable compliance policies and procedures; (g) the nature, character and scope of non-investment management services provided by BlackRock and its affiliates and the estimated cost of such services, as available; (h) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (i) BlackRock’s implementation of the proxy voting policies approved by the Board; (j) execution quality of portfolio transactions; (k) BlackRock’s implementation of each Fund’s valuation and liquidity procedures; (l) an analysis of management fees paid to BlackRock for products with similar investment mandates across the open-end fund, closed-end fund, sub-advised mutual fund, collective investment trust and institutional separate account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to each Fund; (m) BlackRock’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage; (n) periodic updates on BlackRock’s business; and (o) each Fund’s market discount/premium compared to peer funds.

Prior to and in preparation for the May Meeting, the Board received and reviewed materials specifically relating to the renewal of the Agreements. The Independent Board Members are continuously engaged in a process with their independent legal counsel and BlackRock to review the nature and scope of the information provided to the Board to better assist its deliberations. The materials provided in connection with the May Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), based on either a Lipper classification or Morningstar category, regarding each Fund’s fees and expenses as compared with a peer group of funds as determined by Broadridge (“Expense Peers”) and the investment performance of each Fund as compared with a peer group of funds (“Performance Peers”); (b) information on the composition of the Expense Peers and Performance Peers and a description of Broadridge’s methodology; (c) information on the estimated profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (d) a general analysis provided by BlackRock concerning investment management fees received in connection with other types of investment products, such as institutional accounts, sub-advised mutual funds, closed-end funds, and open-end funds, under similar investment mandates, as applicable; (e) a review of non-management fees; (f) the existence, impact and sharing of potential economies of scale, if any, with each Fund; (g) a summary of aggregate amounts paid by each Fund to BlackRock; and (h) various additional information requested by the Board as appropriate regarding BlackRock’s and each Fund’s operations.

At the May Meeting, the Board reviewed materials relating to its consideration of the Agreements and the Independent Board Members presented BlackRock with questions and requests for additional information. BlackRock responded to these questions and requests with additional written information in advance of the June Meeting.

At the June Meeting, the Board concluded its assessment of, among other things: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of each Fund as compared to its Performance Peers and to other metrics, as applicable; (c) the advisory fee and the estimated cost of the services and estimated profits realized by BlackRock and its affiliates from their relationship with each Fund; (d) each Fund’s fees and expenses compared to its Expense Peers; (e) the existence and sharing of potential economies of scale; (f) any fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with each Fund; and (g) other factors deemed relevant by the Board Members.

The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management, and BlackRock’s services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRock’s personnel to engage in open, candid discussions with the Board. The Board Members evaluated the information available to them on a fund-by-fund basis. The following paragraphs provide more information about some of the primary factors that were relevant to the Board’s decision. The Board Members did not identify any particular information, or any single factor as determinative, and each Board Member may have attributed different weights to the various items and factors considered.

 

 

D I S C L O S U R E  O F  I N V E S T M E N T  A D V I S O R Y  A G R E E M E N T S

  101


Disclosure of Investment Advisory Agreements (continued)

 

A. Nature, Extent and Quality of the Services Provided by BlackRock

The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services, and the resulting performance of each Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of closed-end funds, relevant benchmarks, and performance metrics, as applicable. The Board met with BlackRock’s senior management personnel responsible for investment activities, including the senior investment officers. The Board also reviewed the materials provided by each Fund’s portfolio management team discussing each Fund’s performance, investment strategies and outlook.

The Board considered, among other factors, with respect to BlackRock: the experience of investment personnel generally and each Fund’s portfolio management team; research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRock’s compensation structure with respect to each Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.

In addition to investment advisory services, the Board considered the nature and quality of the administrative and other non-investment advisory services provided to each Fund. BlackRock and its affiliates provide each Fund with certain administrative, shareholder and other services (in addition to any such services provided to each Fund by third parties) and officers and other personnel as are necessary for the operations of each Fund. In particular, BlackRock and its affiliates provide each Fund with administrative services including, among others: (i) responsibility for disclosure documents, registration statements in connection with MUA’s equity shelf program, and periodic shareholder reports; (ii) preparing communications with analysts to support secondary market trading of each Fund; (iii) oversight of daily accounting and pricing; (iv) responsibility for periodic filings with regulators and stock exchanges; (v) overseeing and coordinating the activities of third-party service providers including, among others, each Fund’s custodian, fund accountant, transfer agent, and auditor; (vi) organizing Board meetings and preparing the materials for such Board meetings; (vii) providing legal and compliance support; (viii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain closed-end funds; and (ix) performing or managing administrative functions necessary for the operation of each Fund, such as tax reporting, expense management, fulfilling regulatory filing requirements, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations. The Board considered the operation of BlackRock’s business continuity plans.

B. The Investment Performance of each Fund and BlackRock

The Board, including the Independent Board Members, reviewed and considered the performance history of each Fund throughout the year and at the May Meeting. In preparation for the May Meeting, the Board was provided with reports independently prepared by Broadridge, which included an analysis of each Fund’s performance as of December 31, 2022, as compared to its Performance Peers. The performance information is based on net asset value (NAV), and utilizes Lipper data. Lipper’s methodology calculates a fund’s total return assuming distributions are reinvested on the ex-date at a fund’s ex-date NAV. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, the Board received and reviewed information regarding the investment performance of each Fund as compared to its Performance Peers and certain performance metrics (“Performance Metrics”). The Board and its Performance Oversight Committee regularly review and meet with Fund management to discuss the performance of each Fund throughout the year.

In evaluating performance, the Board focused particular attention on funds with less favorable performance records. The Board also noted that while it found the data provided by Broadridge generally useful, it recognized the limitations of such data, including in particular, that notable differences may exist between a fund and its Performance Peers (for example, the investment objectives and strategies). Further, the Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. The Board also acknowledged that long-term performance could be impacted by even one period of significant outperformance or underperformance, and that a single investment theme could have the ability to disproportionately affect long-term performance.

The Board reviewed and considered MYD’s performance relative to MYD’s Performance Metrics. Based on an overall rating relative to the Performance Metrics, MYD generally performed below expectations. The Board noted that BlackRock believes that the Performance Metrics are an appropriate performance comparison for MYD, and that BlackRock has explained its rationale for this belief to the Board. The Board and BlackRock reviewed MYD’s underperformance relative to the Performance Metrics.

The Board reviewed and considered MQY’s performance relative to MQY’s Performance Metrics. Based on an overall rating relative to the Performance Metrics, MQY generally performed in line with expectations. The Board noted that BlackRock believes that the Performance Metrics are an appropriate performance comparison for MQY, and that BlackRock has explained its rationale for this belief to the Board.

The Board reviewed and considered BTA’s performance relative to BTA’s Performance Metrics. Based on an overall rating relative to the Performance Metrics, BTA generally performed in line with expectations. The Board noted that BlackRock believes that the Performance Metrics are an appropriate performance comparison for BTA, and that BlackRock has explained its rationale for this belief to the Board.

The Board reviewed and considered MUI’s performance relative to MUI’s Performance Metrics. Based on an overall rating relative to the Performance Metrics, MUI generally performed below expectations. The Board noted that BlackRock believes that the Performance Metrics are an appropriate performance comparison for MUI, and that BlackRock has explained its rationale for this belief to the Board. The Board and BlackRock reviewed MUI’s underperformance relative to the Performance Metrics.

The Board reviewed and considered MUA’s performance relative to MUA’s Performance Metrics. Based on an overall rating relative to the Performance Metrics, MUA generally performed in line with expectations. The Board noted that BlackRock believes that the Performance Metrics are an appropriate performance comparison for MUA, and that BlackRock has explained its rationale for this belief to the Board.

 

 

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C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services and Estimated Profits Realized by BlackRock and its Affiliates from their Relationship with each Fund

The Board, including the Independent Board Members, reviewed each Fund’s contractual management fee rate compared with those of its Expense Peers. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared each Fund’s total expense ratio, as well as its actual management fee rate as a percentage of managed assets, which is the total assets of each Fund (including any assets attributable to money borrowed for investment purposes) minus the sum of each Fund’s accrued liabilities (other than money borrowed for investment purposes) to those of its Expense Peers. The total expense ratio represents a fund’s total net operating expenses, excluding any investment related expenses. The total expense ratio gives effect to any expense reimbursements or fee waivers, and the actual management fee rate gives effect to any management fee reimbursements or waivers. The Board considered that the fee and expense information in the Broadridge report for each Fund reflected information for a specific period and that historical asset levels and expenses may differ from current levels, particularly in a period of market volatility. The Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).

The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to each Fund. The Board reviewed BlackRock’s estimated profitability with respect to each Fund and other funds the Board currently oversees for the year ended December 31, 2022 compared to available aggregate estimated profitability data provided for the prior two years. The Board reviewed BlackRock’s estimated profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the estimated profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at the individual fund level is difficult.

The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board reviewed BlackRock’s overall operating margin, in general, compared to that of certain other publicly traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRock’s expense management, and the relative product mix.

The Board considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time and resources, assumption of risk, and liability profile in servicing each Fund, including in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, closed-end fund, sub-advised mutual fund, collective investment trust, and institutional separate account product channels, as applicable.

The Board noted that MYD’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile relative to the Expense Peers.

The Board noted that MQY’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile relative to the Expense Peers.

The Board noted that BTA’s contractual management fee rate ranked in the fourth quartile, and that the actual management fee rate and total expense ratio ranked in the third and fourth quartiles, respectively, relative to the Expense Peers.

The Board noted that MUI’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio ranked in the first and second quartiles, respectively, relative to the Expense Peers.

The Board noted that MUA’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio ranked in the second and first quartiles, respectively, relative to the Expense Peers.

D. Economies of Scale

The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of each Fund increase. The Board also considered the extent to which each Fund benefits from such economies of scale in a variety of ways, and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable each Fund to more fully participate in these economies of scale. The Board considered each Fund’s asset levels and whether the current fee was appropriate.

Based on the Board’s review and consideration of the issue, the Board concluded that most closed-end funds do not have fund level breakpoints because closed-end funds generally do not experience substantial growth after the initial public offering. Closed-end funds are typically priced at scale at a fund’s inception. The Board noted that although MUA may from time-to-time make additional share offerings pursuant to its equity shelf program, the growth of MUA’s assets will occur primarily through the appreciation of its investment portfolio.

E. Other Factors Deemed Relevant by the Board Members

The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from BlackRock’s respective relationships with each Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and its risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to each Fund, including for administrative, securities lending and cash management services. With respect to securities lending, during the year the Board also considered

 

 

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information provided by independent third-party consultants related to the performance of each BlackRock affiliate as securities lending agent. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, BlackRock may use and benefit from third-party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.

In connection with its consideration of the Agreements, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.

The Board noted the competitive nature of the closed-end fund marketplace, and that shareholders are able to sell their Fund shares in the secondary market if they believe that each Fund’s fees and expenses are too high or if they are dissatisfied with the performance of each Fund.

The Board also considered the various notable initiatives and projects BlackRock performed in connection with its closed-end fund product line. These initiatives included developing equity shelf programs; efforts to eliminate product overlap with fund mergers; ongoing services to manage leverage that has become increasingly complex; periodic evaluation of share repurchases and other support initiatives for certain BlackRock funds; and continued communication efforts with shareholders, fund analysts and financial advisers. With respect to the latter, the Independent Board Members noted BlackRock’s continued commitment to supporting the secondary market for the common shares of its closed-end funds through a comprehensive secondary market communication program designed to raise investor and analyst awareness and understanding of closed-end funds. BlackRock’s support services included, among other things: sponsoring and participating in conferences; communicating with closed-end fund analysts covering the BlackRock funds throughout the year; providing marketing and product updates for the closed-end funds; and maintaining and enhancing its closed-end fund website.

Conclusion

At the June Meeting, in a continuation of the discussions that occurred during the May Meeting, and as a culmination of the Board’s year-long deliberative process, the Board, including the Independent Board Members, unanimously approved the continuation of the Advisory Agreements between the Manager and each Fund for a one-year term ending June 30, 2024. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of each Fund and its shareholders. In arriving at its decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were advised by independent legal counsel throughout the deliberative process.

 

 

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Investment Objectives, Policies and Risks

 

Recent Changes

The following information is a summary of certain changes since July 31, 2022. This information may not reflect all of the changes that have occurred since you purchased the relevant Fund.

During each Fund’s most recent fiscal year, there were no material changes in the Fund’s investment objectives or policies that have not been approved by shareholders or in the principal risk factors associated with investment in the Fund.

Investment Objectives and Policies

BlackRock Long-Term Municipal Advantage Trust (BTA)

The Fund’s investment objective is to provide current income exempt from regular Federal income tax. Under normal market conditions, the Fund invests at least 80% of its total assets in municipal bonds, municipal securities and derivative instruments with exposure to such bonds and securities, in each case that are expected to pay interest or income that is exempt from regular Federal income tax. BlackRock Advisors, LLC (the “Manager”) will not conduct its own analysis of the tax status of the interest or income paid by these instruments, but will rely on the opinion of counsel to the issuer of each such instrument. The Fund may invest directly in securities or synthetically through the use of derivatives. Substantially all of the municipal bonds owned by the Fund are rated below investment grade; however, because the Fund has economic exposure to additional municipal bonds through its ownership of residual interest tender option bonds, at least 50% of the Fund’s economic exposure to investment securities is to municipal bonds rated investment grade quality. Economic exposure to municipal bonds refers to bonds owned by the Fund and bonds to which the Fund is exposed through the ownership of residual interest tender option bonds. Investment grade quality means that such bonds are rated, at the time of investment, within the four highest grades (“Baa” or “BBB” or better by Moody’s Investor Service Inc. (“Moody’s”), S&P Global Ratings (“S&P”), Fitch Ratings, Inc. (“Fitch”)) or are unrated but judged to be of comparable quality by the Manager. Municipal bonds rated “Baa” by Moody’s are investment grade, but Moody’s considers municipal bonds rated “Baa” to have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to a weakened capacity for issuers of municipal bonds that are rated “BBB” or “Baa” (or that have equivalent ratings) to make principal and interest payments than is the case for issues of higher grade municipal bonds.

Under normal market conditions, up to 50% of the Fund’s economic exposure to investment securities may be to municipal bonds that are rated, at the time of investment, as low as “C” by Moody’s, S&P or Fitch or that are unrated but judged to be of comparable quality by the Manager. Bonds of below investment grade quality (“Ba/BB” or below) are commonly referred to as “junk bonds.” 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.

These 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 issuer. 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.

Under normal market conditions, the Fund intends for its bond portfolio to consist primarily of long-term bonds (meaning bonds with a maturity of 10 years or more). Under normal market conditions, the Fund’s municipal bond portfolio will have a dollar-weighted average maturity of greater than 10 years. In comparison to maturity (which is the date on which the issuer of a debt instrument is obligated to repay the principal amount), duration is a measure of the price volatility of a debt instrument as a result of changes in market rates of interest, based on the weighted average timing of the instrument’s expected principal and interest payments. Duration differs from maturity in that it takes into account a security’s yield, coupon payments and its principal payments in addition to the amount of time until the security finally matures. As the value of a security changes over time, so will its duration. Prices of securities with longer durations tend to be more sensitive to interest rate changes than securities with shorter durations. In general, a portfolio of securities with a longer duration can be expected to be more sensitive to interest rate changes than a portfolio with a shorter duration.

The Fund may invest in residual interest municipal tender option bonds, which are derivative interests of municipal bonds. The Fund may also invest in securities of other open-or closed-end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly and in tax-exempt preferred shares that pay dividends exempt from Federal income tax.

The Fund invests in municipal bonds that, in the Manager’s opinion, are underrated or undervalued. Underrated municipal bonds are those whose ratings do not, in the Manager’s opinion, reflect their true 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, electrical 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 gains distributions subject to Federal capital gains taxation.

The Fund may purchase municipal bonds that are additionally secured by insurance, bank credit agreements or escrow accounts. The credit quality of companies which provide these credit enhancements will affect the value of those securities. Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income. Insurance generally is obtained from insurers with a claims-paying ability rated “Aaa” by Moody’s or “AAA” by S&P or Fitch. The insurance feature does not guarantee the market value of the insured obligations or the net asset value of the Fund’s common shares. The Fund may purchase insured bonds and may purchase insurance for bonds in its portfolio.

 

 

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During temporary defensive periods (e.g., times when, in Manager’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax-exempt bond market adversely affect the price at which long-term or intermediate-term municipal bonds are available), and in order to keep the Fund’s cash fully invested, the Fund may invest up to 100% of its total assets in liquid, short-term investments, including high quality, short-term securities that may be either tax-exempt or taxable. The Fund may not achieve its investment objective under these circumstances. The Fund intends to invest in taxable short-term investments only if suitable tax-exempt short-term investments are not available at reasonable prices and yields. If the Fund invests in taxable short-term investments, a portion of your dividends would be subject to regular Federal income tax.

The Fund cannot change its investment objective without the approval of the holders of a majority of its outstanding common shares and preferred, voting together as a single class, and of the holders of a majority of the Fund’s outstanding preferred 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 shares are present or represented by proxy, or (2) more than 50% of the shares, whichever is less.

Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of variable rate demand preferred shares (“VRDP Shares”) and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

The Fund may purchase and sell futures contracts, enter into various interest rate transactions such as swaps, caps, floors or collars, currency transactions such as currency forward contracts, currency futures contracts, currency swaps or options on currency or currency futures and swap contracts and may purchase and sell exchange-listed and OTC put and call options on securities and swap contracts, financial indices and futures contracts and use other derivative instruments or management techniques.

The Fund may invest in securities the potential return of which is based on the change in a specified interest rate or equity index.

The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to its investment restrictions.

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 common stock and the outstanding preferred stock, including the Fund’s outstanding Variable Rate Demand Preferred Shares (the “VRDP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred stock, including the VRDP Shares, voting as a separate class. A majority of the outstanding means (1) 67% or more of the shares present at a meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding shares, whichever is less. The Fund may invest directly in 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.

 

 

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Investment Objectives, Policies and Risks  (continued)

 

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 Manager will vary the average maturity of the Fund’s portfolio securities based upon its assessment of economic and market conditions.

Leverage: The Fund currently leverages its assets through the use of VRDP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax. The Fund 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. 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.

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 Municipal Income 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 may invest directly in securities or synthetically through the use of derivatives. 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 Demand Preferred Shares (“VRDP Shares”), voting together as a single class, and of the holders of a majority of the outstanding preferred stock, including the VRDP 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.

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.

 

 

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Investment Objectives, Policies and Risks  (continued)

 

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. “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 VRDP Shares and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

BlackRock MuniYield Fund, Inc. (MYD)

The Fund’s investment objective is to provide shareholders with as high a level of current income exempt from 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 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 may invest directly in securities or synthetically through the use of derivatives. 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 a majority of the outstanding voting securities of the Fund (as defined in the Investment Company Act of 1940, as amended). There can be no assurance that the Fund’s investment objective will be realized.

 

 

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Investment Objectives, Policies and Risks  (continued)

 

The Fund may invest in certain tax-exempt securities classified as “private activity bonds” (or industrial development bonds, under pre-1986 law) (“PABs”) (in general, bonds that benefit nongovernmental 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 also will 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.

Under normal market conditions, the Fund expects to invest at least 75% of its total assets in a portfolio of long-term 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 also 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.

All percentage and ratings limitations on securities in which the Fund may invest apply at the time of making an investment and shall not be considered violated if an investment rating is subsequently downgraded to a rating that would have precluded the Fund’s initial investment in such security. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.

The Fund intends to invest primarily in long-term Municipal Bonds with maturities of more than ten years. However, the Fund also may invest in intermediate term Municipal Bonds with maturities of between three years and ten years. The Fund also may invest from time to time in short-term Municipal Bonds with maturities of less than three years. The average maturity of the Fund’s portfolio securities will vary based upon the Manager’s assessment of economic and market conditions.

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 Board of Directors of the Fund without the approval of the Fund’s stockholders. The Fund is also authorized to invest in indexed and inverse floating rate obligations for hedging purposes and to seek to enhance return.

The Fund may invest in securities not issued by or on behalf of a state or territory or by an agency or instrumentality thereof, if the Fund 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.

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 variable rate demand preferred shares (“VRDP Shares”) and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax.

The Fund may hedge all or a portion of its portfolio of investments against fluctuations in interest rates through the use of options and certain financial futures contracts and options thereon.

The Fund may invest in securities pursuant to repurchase agreements. The Fund may enter into reverse repurchase agreements with respect to its portfolio investments subject to its investment restrictions.

The Fund is authorized to borrow money in amounts of up to 5% of the value of its assets at the time of such borrowings.

 

 

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Investment Objectives, Policies and Risks  (continued)

 

BlackRock MuniYield Quality Fund, Inc. (MQY)

The Fund’s investment objective is to provide shareholders with as high a level of current income exempt from federal income taxes as is consistent with its investment policies and prudent investment management. The Fund 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 may invest directly in securities or synthetically through the use of derivatives. 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 a majority of the outstanding voting securities of the Fund (as defined in the Investment Company Act of 1940, as amended). 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 also will 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 Fund may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by BlackRock to be of comparable quality, at the time of purchase, subject to the Fund’s other investment policies. Bonds of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Such securities, 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.

All percentage and ratings limitations on securities in which the Fund may invest apply at the time of making an investment and shall not be considered violated as a result of subsequent market movements or if an investment rating is subsequently downgraded to a rating that would have precluded the Fund’s initial investment in such security. In the event that the Fund disposes of a portfolio security subsequent to its being downgraded, the Fund may experience a greater risk of loss than if such security had been sold prior to such downgrade.

The average maturity of the Fund’s portfolio securities varies from time to time based upon an assessment of economic and market conditions by BlackRock Advisors, LLC (the “Manager”). The Fund’s portfolio at any given time may include both long-term and intermediate-term 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 Board of Directors of the Fund without the approval of the Fund’s stockholders. The Fund is also authorized to invest in indexed and inverse floating rate obligations for hedging purposes and to seek to enhance return.

The Fund may invest in securities not issued by or on behalf of a state or territory or by an agency or instrumentality thereof, if the Fund 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. If the Internal Revenue Service were to issue any adverse ruling or take an adverse position with respect to the taxation on 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.

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.

Leverage: The Fund may utilize leverage to seek to enhance the yield and net asset value of its common shares. However, this objective cannot be achieved in all interest rate environments. The Fund currently leverages its assets through the use of variable rate demand preferred shares (“VRDP Shares”) and residual interest municipal tender option bonds (“TOB Residuals”), which are derivative interests in municipal bonds. The TOB Residuals in which the Fund will invest pay interest or income that, in the opinion of counsel to the issuer of such TOB Residuals, is exempt from regular U.S. federal income tax. The Fund 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 shares.

The Fund may enter into derivative transactions that have economic leverage embedded in them.

 

 

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Investment Objectives, Policies and Risks  (continued)

 

The Fund may also borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.

Risk Factors

This section contains a discussion of the general risks of investing in each Fund. The net asset value and market price of, and dividends paid on, the common shares will fluctuate with and be affected by, among other things, the risks more fully described below. As with any fund, there can be no guarantee that the Fund will meet its investment objective or that the Fund’s performance will be positive for any period of time. Each risk noted below is applicable to each Fund unless the specific Fund or Funds are noted in a parenthetical. The order of the below risk factors does not indicate the significance of any particular risk factor.

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 recent period of historically low interest rates. For example, if interest rates increase by 1%, assuming a current portfolio duration of ten years, and all other factors being equal, the value of the Fund’s investments would be expected to decrease by 10%. (Duration is a measure of the price sensitivity of a debt security or portfolio of debt securities to relative changes in interest rates.) The magnitude of these fluctuations in the market price of bonds and other fixed-income securities is generally greater for those securities with longer maturities. Fluctuations in the market price of the Fund’s investments will not affect interest income derived from instruments already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may lose money if short-term or long-term interest rates rise sharply in a manner not anticipated by Fund management.

To the extent the Fund invests in debt securities that may be prepaid at the option of the obligor (such as mortgage-backed securities), the sensitivity of such securities to changes in interest rates may increase (to the detriment of the Fund) when interest rates rise. Moreover, because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Fund to the extent that it invests in floating rate debt securities.

These basic principles of bond prices also apply to U.S. Government securities. A security backed by the “full faith and credit” of the U.S. Government is guaranteed only as to its stated interest rate and face value at maturity, not its current market price. Just like other fixed-income securities, government-guaranteed securities will fluctuate in value when interest rates change.

A general rise in interest rates has the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from funds that hold large amounts of fixed-income securities. Heavy redemptions could cause the Fund to sell assets at inopportune times or at a loss or depressed value and could hurt the Fund’s performance.

 

   

Credit Risk — Credit risk refers to the possibility that the issuer of a debt security (i.e., the borrower) will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

 

   

Extension Risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these obligations to fall.

 

   

Prepayment Risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields.

Municipal Securities Risks: Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. Budgetary constraints of local, state, and federal governments upon which the issuers may be relying for funding may also impact municipal securities. These risks include:

 

   

General Obligation Bonds Risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

 

   

Revenue Bonds Risks — These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

 

   

Private Activity Bonds Risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its full faith, credit and taxing power for repayment. The Fund’s investments may consist of private activity bonds that may subject certain shareholders to an alternative minimum tax.

 

 

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Investment Objectives, Policies and Risks  (continued)

 

   

Moral Obligation Bonds Risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

 

   

Municipal Notes Risks — Municipal notes are shorter term municipal debt obligations. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money.

 

   

Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.

 

   

Tax-Exempt Status Risk — The Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities.

Taxability Risk: The Fund intends to minimize the payment of taxable income to shareholders by investing in tax-exempt or municipal securities in reliance at the time of purchase on an opinion of bond counsel to the issuer that the interest paid on those securities will be excludable from gross income for U.S. federal income tax purposes. Such securities, however, may be determined to pay, or have paid, taxable income subsequent to the Fund’s acquisition of the securities. In that event, the treatment of dividends previously paid or to be paid by the Fund as “exempt interest dividends” could be adversely affected, subjecting the Fund’s shareholders to increased U.S. federal income tax liabilities. Alternatively, the Fund might enter into an agreement with the IRS to pay an agreed upon amount in lieu of the IRS adjusting individual shareholders’ income tax liabilities. If the Fund agrees to enter into such an agreement, the Fund’s yield could be adversely affected. Further, shareholders at the time the Fund enters into such an agreement that were not shareholders when the dividends in question were paid would bear some cost for a benefit they did not receive. Federal tax legislation may limit the types and volume of bonds the interest on which qualifies for a federal income tax-exemption. As a result, current legislation and legislation that may be enacted in the future may affect the availability of municipal securities for investment by the Fund. In addition, future laws, regulations, rulings or court decisions may cause interest on municipal securities to be subject, directly or indirectly, to U.S. federal income taxation or interest on state municipal securities to be subject to state or local income taxation, or the value of state municipal securities to be subject to state or local intangible personal property tax, or may otherwise prevent the Fund from realizing the full current benefit of the tax-exempt status of such securities. Any such change could also affect the market price of such securities, and thus the value of an investment in the Fund.

Insurance Risk: Insurance guarantees that interest payments on a municipal security will be made on time and that the principal will be repaid when the security matures. However, insurance does not protect against losses caused by declines in a municipal security’s value. The Fund cannot be certain that any insurance company will make the payments it guarantees. If a municipal security’s insurer fails to fulfill its obligations or loses its credit rating, the value of the security could drop.

Junk Bonds Risk: Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk investments that are considered speculative and may cause income and principal losses for the Fund.

Variable Rate Demand Obligations Risk (MUI, MYD and MQY): 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.

When-Issued and Delayed Delivery Securities and Forward Commitments Risk (BTA): When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.

Defensive Investing Risk (BTA, MYD and MQY): For defensive purposes, the Fund may, as part of its proprietary volatility control process, allocate assets into cash or short-term fixed-income securities without limitation. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective. Further, the value of short-term fixed-income securities may be affected by changing interest rates and by changes in credit ratings of the investments. If the Fund holds cash uninvested it will be subject to the credit risk of the depositary institution holding the cash.

Repurchase Agreements and Purchase and Sale Contracts Risk (MUA and MYD): 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.

Reverse Repurchase Agreements Risk (BTA and MYD): Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon price, date and interest payment. Reverse repurchase agreements involve the risk that the other party may fail to return the securities in a timely manner or at all. The Fund could lose money if it is unable to recover the securities and the value of the collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value of the securities. These events could also trigger adverse tax consequences for the Fund. In addition, reverse repurchase agreements involve the risk that the interest income earned in the investment of the proceeds will be less than the interest expense.

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’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:

 

 

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Investment Objectives, Policies and Risks  (continued)

 

   

the likelihood of greater volatility of net asset value, market price and dividend rate of the common shares than a comparable portfolio without leverage;

 

   

the risk that fluctuations in interest rates or dividend rates on any leverage that the Fund must pay will reduce the return to the common shareholders;

 

   

the effect of leverage in a declining market, which is likely to cause a greater decline in the net asset value of the common shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the common shares;

 

   

leverage may increase operating costs, which may reduce total return.

Any decline in the net asset value of the Fund’s investments will be borne entirely by the holders of common shares. Therefore, if the market value of the Fund’s portfolio declines, leverage will result in a greater decrease in net asset value to the holders of common shares than if the Fund were not leveraged. This greater net asset value decrease will also tend to cause a greater decline in the market price for the common shares.

Derivatives Risk: The Fund’s use of derivatives may increase its costs, reduce the Fund’s returns and/or increase volatility. Derivatives involve significant risks, including:

 

   

Leverage Risk — The Fund’s use of derivatives can magnify the Fund’s gains and losses. Relatively small market movements may result in large changes in the value of a derivatives position and can result in losses that greatly exceed the amount originally invested.

 

   

Market Risk — Some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The Fund could also suffer losses related to its derivatives positions as a result of unanticipated market movements, which losses are potentially unlimited. Finally, the Manager may not be able to predict correctly the direction of securities prices, interest rates and other economic factors, which could cause the Fund’s derivatives positions to lose value.

 

   

Counterparty Risk — Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will be unable or unwilling to fulfill its contractual obligation, and the related risks of having concentrated exposure to such a counterparty.

 

   

Illiquidity Risk — The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

   

Operational Risk — The use of derivatives includes the risk of potential operational issues, including documentation issues, settlement issues, systems failures, inadequate controls and human error.

 

   

Legal Risk — The risk of insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract.

 

   

Volatility and Correlation Risk — Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate with the overall securities markets.

 

   

Valuation Risk — Valuation for derivatives may not be readily available in the market. Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them.

 

   

Hedging Risk — Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences.

 

   

Tax Risk — Certain aspects of the tax treatment of derivative instruments, including swap agreements and commodity-linked derivative instruments, are currently unclear and may be affected by changes in legislation, regulations or other legally binding authority. Such treatment may be less favorable than that given to a direct investment in an underlying asset and may adversely affect the timing, character and amount of income the Fund realizes from its investments.

Indexed and Inverse Securities Risk (BTA, MYD and MQY): Indexed and inverse securities provide a potential return based on a particular index of value or interest rates. The Fund’s return on these securities will be subject to risk with respect to the value of the particular index. These securities are subject to leverage risk and correlation risk. Certain indexed and inverse securities have greater sensitivity to changes in interest rates or index levels than other securities, and the Fund’s investment in such instruments may decline significantly in value if interest rates or index levels move in a way Fund management does not anticipate

Tender Option Bonds Risk: The Fund’s participation in tender option bond transactions may reduce the Fund’s returns and/or increase volatility. Investments in tender option bond transactions expose the Fund to counterparty risk and leverage risk. An investment in a tender option bond transaction typically will involve greater risk than an investment in a municipal fixed rate security, including the risk of loss of principal. Distributions on TOB Residuals will bear an inverse relationship to short-term municipal security interest rates. Distributions on TOB Residuals paid to the Fund will be reduced or, in the extreme, eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. TOB Residuals generally will underperform the market for fixed rate municipal securities in a rising interest rate environment. The Fund may invest special purpose trusts formed for the purpose of holding municipal bonds contributed by one or more funds (“TOB Trusts”) on either a non-recourse or recourse basis. If the Fund invests in a TOB Trust on a recourse basis, it could suffer losses in excess of the value of its TOB Residuals.

Illiquid Investments Risk: The Fund may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting the Fund’s net asset value and ability to make dividend distributions. The financial markets in general, and certain segments of the mortgage-related securities markets in particular, have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and

 

 

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Investment Objectives, Policies and Risks  (continued)

 

substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.

Investment Companies and ETFs Risk (BTA): Subject to the limitations set forth in the Investment Company Act of 1940, as amended, and the rules thereunder, the Fund may acquire shares in other investment companies and in exchange-traded funds (“ETFs”), some of which may be affiliated investment companies. The market value of the shares of other investment companies and ETFs may differ from their net asset value. As an investor in investment companies and ETFs, the Fund would bear its ratable share of that entity’s expenses, including its investment advisory and administration fees, while continuing to pay its own advisory and administration fees and other expenses (to the extent not offset by the Manager through waivers). As a result, shareholders will be absorbing duplicate levels of fees with respect to investments in other investment companies and ETFs (to the extent not offset by the Manager through waivers).

The securities of other investment companies and ETFs in which the Fund may invest may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities. An investment in securities of other investment companies and ETFs that use leverage may expose the Fund to higher volatility in the market value of such securities and the possibility that the Fund’s long-term returns on such securities (and, indirectly, the long-term returns of shares of the Fund) will be diminished.

As with other investments, investments in other investment companies, including ETFs, are subject to market and selection risk. To the extent the Fund is held by an affiliated fund, the ability of the Fund itself to hold other investment companies may be limited.

Preferred Securities Risk (BTA): Preferred securities may pay fixed or adjustable rates of return. Preferred securities are subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company’s preferred securities generally pay dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of preferred securities will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred securities of smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies.

Risk of Investing in the United States: Certain changes in the U.S. economy, such as when the U.S. economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Fund has exposure.

Market Risk and Selection Risk: Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. The value of a security or other asset may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other asset, or factors that affect a particular issuer or issuers, exchange, country, group of countries, region, market, industry, group of industries, sector or asset class. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues like pandemics or epidemics, recessions, or other events could have a significant impact on the Fund and its investments. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.

An outbreak of an infectious coronavirus (COVID-19) that was first detected in December 2019 developed into a global pandemic that has resulted in numerous disruptions in the market and has had significant economic impact leaving general concern and uncertainty. Although vaccines have been developed and approved for use by various governments, the duration of the pandemic and its effects cannot be predicted with certainty. The impact of this coronavirus, and other epidemics and pandemics that may arise in the future, could affect the economies of many nations, individual companies and the market in general ways that cannot necessarily be foreseen at the present time.

 

 

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Shareholder Update

 

The following includes additional required disclosures for MUA, which has filed a shelf offering registration statement.

Summary of Expenses

The following table and example are intended to assist shareholders in understanding the various costs and expenses directly or indirectly associated with investing in MUA’s common shares.

 

   
     MUA  

Shareholder Transaction Expenses

 

Maximum sales load (as a percentage of offering price)(a)

    1.00

Offering expenses borne by the Fund (as a percentage of offering price)(a)

    0.01

Dividend reinvestment plan fees

   



$0.02 per share

for open market
purchases of
common shares(b)

 

 
 
 

Estimated Annual Expenses (as a percentage of net assets attributable to common shares)

 

Investment advisory fees(c)(d)

    0.80

Other expenses

    1.78  

Miscellaneous

    0.10   

Interest expense(e)

    1.68   

Acquired fund fees and expenses(f)

    0.02  

Total annual expenses(f)

    2.60  

Fee waivers(d)

    (0.01

Total annual fund operating expenses after fee waivers(d)

    2.59  

 

  (a) 

If the common shares are sold to or through underwriters, the Prospectus Supplement will set forth any applicable sales load and the estimated offering expenses. Fund shareholders will pay all offering expenses involved with an offering.

 

 

  (b) 

Computershare Trust Company, N.A. (the “Reinvestment Plan Agent”) fees for the handling of the reinvestment of dividends will be paid by MUA. However, shareholders will pay a $0.02 per share fee incurred in connection with open-market purchases, which will be deducted from the value of the dividend. Shareholders will also be charged a $0.02 per share fee if a shareholder directs the Reinvestment Plan Agent to sell the common shares held in a dividend reinvestment account. Per share fees include any applicable brokerage commissions the Reinvestment Plan Agent is required to pay.

 

 

  (c) 

MUA currently pays the Manager a monthly fee at an annual rate equal to 0.55% of the average daily value of the Fund’s net assets. 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.

 

 

  (d) 

MUA and the Manager have entered into a fee waiver agreement (the “Fee Waiver Agreement”), pursuant to which the Manager has contractually agreed to waive the investment advisory fees with respect to any portion of MUA’s assets attributable to investments in any equity and fixed-income mutual funds and ETFs managed by the Manager or its affiliates that have a contractual management fee, through June 30, 2025. In addition, pursuant to the Fee Waiver Agreement, the Manager has contractually agreed to waive its investment advisory fees by the amount of investment advisory fees MUA pays to the Manager indirectly through its investment in money market funds managed by the Manager or its affiliates, through June 30, 2025. The Fee Waiver Agreement may be terminated at any time, without the payment of any penalty, only by MUA (upon the vote of a majority of the Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), of MUA (the “Independent Directors”)) or a majority of the outstanding voting securities of MUA), upon 90 days’ written notice by MUA to the Manager.

 

 

  (e) 

Assumes the use of leverage in the form of tender option bond transactions and preferred shares representing 30% of managed assets, which is the total assets of MUA, including any assets attributable to VRDP Shares and TOB Trusts, if any, 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), at an annual cost of leverage to MUA of 3.74%, which is based on current market conditions. The actual amount of interest expense borne by MUA will vary over time in accordance with the level of MUA’s use of tender option bond transactions and variations in market interest rates, as well as preferred shares transactions and changes to agreement terms with counterparties. Interest expense is required to be treated as an expense of MUA for accounting purposes.

 

MUA uses leverage to seek to enhance its returns to common shareholders. This leverage generally takes two forms: the issuance of VRDP Shares and investment in TOBs. Both forms of leverage benefit common shareholders if the cost of the leverage is lower than the returns earned by MUA when it invests the proceeds from the leverage. In order to help you better understand the costs associated with MUA’s leverage strategy, the total annual fund operating expenses after fee waivers (excluding interest expense) for are 0.91%, which is based on current market conditions. The actual amount of interest expense borne by MUA will vary over time in accordance with the level of MUA’s use of leverage and variations in market interest rates. Interest expense is required to be treated as an expense of MUA for accounting purposes.

 

  (f) 

The total annual expenses do not correlate to the ratios to average net assets shown in MUA’s Financial Highlights for the year ended July 31, 2023, which do not include acquired fund fees and expenses.

 

The following example illustrates MUA’s expenses (including the sales load of $10.00 and offering costs of $0.16) that shareholders would pay on a $1,000 investment in common shares, assuming (i) total net annual expenses of 2.59% of net assets attributable to common shares and (ii) a 5% annual return:

 

     1 Year      3 Years      5 Years      10 Years    

Total expenses incurred

  $ 36      $ 90      $ 146      $ 300    

The example should not be considered a representation of future expenses. The example assumes that the estimated “Other expenses” set forth in the Estimated Annual Expenses table are accurate and that all dividends and distributions are reinvested at NAV. Actual expenses may be greater or less than those assumed. MUA’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example.

 

 

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Shareholder Update  (continued)

 

Share Price Data

The following table summarizes MUA’s highest and lowest daily closing market prices on the NYSE per common share, the NAV per common share, and the premium to or discount from NAV, on the date of each of the high and low market prices. The trading volume indicates the number of common shares traded on the NYSE during the respective quarters. Effective July 31, 2022, MUA changed its fiscal year end from April 30 to July 31.

 

   

NYSE Market Price

 Per Common Share

     NAV per Common
Share on Date of
Market Price 
    

Premium/

(Discount)

on Date of

  Market Price   

       
During Quarter Ended   High      Low      High      Low      High     Low     Trading Volume   

July 31, 2023

  $ 10.47      $ 9.90      $ 11.46      $ 11.14        (8.64 )%      (11.13 )%      4,057,996   

April 30, 2023

    11.48        10.20        11.75        11.30        (2.30     (9.73     5,156,069   

January 31, 2023

    11.38        9.57        11.75        10.67        (3.15     (10.31     13,493,691   

October 31, 2022

    13.18        9.54        12.53        10.61        5.19       (10.08     6,794,394   

July 31, 2022

    12.57        10.83        12.21        11.65        2.95       (7.04     6,751,266   

April 30, 2022

    14.44        11.70        14.36        12.75        0.56       (8.24     4,880,887   

January 31, 2022

    16.43        13.96        15.02        14.57        9.39       (4.19     3,487,411   

October 31, 2021

    16.77        14.76        15.08        14.83        11.21       (0.47     2,704,969   

July 31, 2021

    17.46        15.25        15.04        14.78        16.09       3.18       2,765,542   

As of July 31, 2023, MUA’s market price, NAV per Common Share, and premium/(discount) to NAV per Common Share were $10.24, $11.28, and (9.22)%, respectively.

Common shares of MUA have historically traded at both a premium and discount to NAV.

Shares of closed-end funds frequently trade at a discount to their NAV. Because of this possibility and the recognition that any such discount may not be in the interest of shareholders, the Board might consider from time to time engaging in open-market repurchases, managed distribution plans, or other programs intended to reduce the discount. We cannot guarantee or assure, however, that the Board will decide to engage in any of these actions. Nor is there any guarantee or assurance that such actions, if undertaken, would result in the shares trading at a price equal or close to the NAV.

Senior Securities

The following table sets forth information regarding MUA’s outstanding senior securities as of the end of each of MUA’s last ten fiscal years, as applicable. MUA’s audited financial statements, including Deloitte & Touche LLP’s Report of Independent Registered Public Accounting Firm, and accompanying notes to financial statements, are included in this annual report.

 

Fiscal Year Ended    

Total Amount

Outstanding

(000)

 

 

 

    

Asset

Coverage

 

 

   
Liquidation
Preference
 
(a) 
   

Average

Market Value

(000)

 

 

 

   

Type of 

Senior Security 

 

 

July 31, 2023

  $ 10,897      $ 57,083 (b)    $ N/A     $ 24,055 (c)      TOBs   

July 31, 2023

    175,000        334,645 (d)      100,000       N/A       VRDP Shares   

July 31, 2022

    42,444        16,471 (b)       N/A       37,166 (c)      TOBs   

July 31, 2022

    175,000        321,536 (d)      100,000       N/A       VRDP Shares   

April 30, 2022

    175,000        371,729 (e)      100,000       N/A       VRDP Shares   

 

  (a) 

Represents the amount to which a holder of preferred shares would be entitled upon the liquidation of VRDP Shares in preference to common shareholders, expressed as a dollar amount per preferred share. VRDP Shares are considered debt of the issuer; therefore, the liquidation preference approximates fair value.

 
  (b) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the amount of TOBs, and by multiplying the results by 1,000.

 
  (c) 

Represents weighted average daily market value of TOBs.

 
  (d) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares and TOBs) from the Fund’s total assets and dividing this by the sum of the amount of TOBs and liquidation value of the VRDP Shares, and by multiplying the results by 100,000. Effective July 18, 2022, TOB Trust Certificates are treated as senior securities pursuant to Rule 18f-4 of the 1940 Act.

 
  (e) 

Calculated by subtracting the Fund’s total liabilities (not including VRDP Shares) from the Fund’s total assets and dividing this by the liquidation value of the VRDP Shares, and by multiplying the results by 100,000.

 

 

 

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Automatic Dividend Reinvestment Plan

 

Pursuant to BTA, MUA, MUI, MYD and MQY’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 BTA, MUA, MUI, MYD and MQY 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 (“NAV”) per share is equal to or less than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market premium”), the Reinvestment Plan Agent will invest the dividend amount in newly issued shares acquired on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the dividend payment date, the dollar amount of the dividend will be divided by 95% of the market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market discount”), the Reinvestment Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases. If the Reinvestment Plan Agent is unable to invest the full dividend amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Reinvestment Plan Agent will invest any un-invested portion in newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the dividend payment date.

You may elect not to participate in the Reinvestment Plan and to receive all dividends in cash by contacting the Reinvestment Plan Agent, at the address set forth below.

Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Reinvestment Plan Agent prior to the dividend record date. Additionally, the Reinvestment Plan Agent seeks to process notices received after the record date but prior to the payable date and such notices often will become effective by the payable date. Where late notices are not processed by the applicable payable date, such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.

The Reinvestment Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by each 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 BTA, MUI and MQY that request a sale of shares are subject to a $2.50 sales fee and a $0.15 per share sold fee. Per share fees include any applicable brokerage commissions the Reinvestment Plan Agent is required to pay. Participants in MUA and MYD that request a sale of shares are subject to a $0.02 per share sold brokerage commission. All correspondence concerning the Reinvestment Plan should be directed to Computershare Trust Company, N.A. through the internet at computershare.com/blackrock, or in writing to Computershare, P.O. Box 43006, Providence, RI 02940-3078, Telephone: (800) 699-1236. Overnight correspondence should be directed to the Reinvestment Plan Agent at Computershare, 150 Royall Street, Suite 101, Canton, MA 02021.

 

 

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Director and Officer Information

 

Independent Directors(a)
         

Name

Year of Birth(b)

  

Position(s) Held

(Length of Service)(c)

   Principal Occupation(s) During Past 5 Years   

Number of BlackRock-Advised

Registered Investment Companies

(“RICs”) Consisting of Investment

Portfolios (“Portfolios”) Overseen

  

Public Company

and Other

Investment

Company

Directorships Held

During

Past 5 Years

R. Glenn Hubbard

1958

  

Chair of the Board (Since 2022)

Director

( Since 2007)

   Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988.    70 RICs consisting of 104 Portfolios    ADP (data and information services) from 2004 to 2020; Metropolitan Life Insurance Company (insurance); TotalEnergies SE (multi-energy)

W. Carl Kester(d)

1951

  

Vice Chair of the Board (Since 2022)

Director

(Since 2007)

   Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus, Harvard Business School since 2022; George Fisher Baker Jr. Professor of Business Administration, Harvard Business School from 2008 to 2022; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981.    72 RICs consisting of 106 Portfolios    None

Cynthia L. Egan

1955

  

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.    70 RICs consisting of 104 Portfolios    Unum (insurance); The Hanover Insurance Group (Board Chair); Huntsman Corporation (Lead Independent Director and non-Executive Vice Chair of the Board) (chemical products)

Frank J. Fabozzi(d)

1948

  

Director

(Since 2007)

   Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) from 2011 to 2022; Professor of Practice, Johns Hopkins University since 2021; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year; Adjunct Professor of Finance, Carnegie Mellon University in fall 2020 semester.    72 RICs consisting of 106 Portfolios    None

Lorenzo A. Flores

1964

  

Director

(Since 2021)

   Vice Chairman, Kioxia, Inc. since 2019; Chief Financial Officer, Xilinx, Inc. from 2016 to 2019; Corporate Controller, Xilinx, Inc. from 2008 to 2016.    70 RICs consisting of 104 Portfolios    None

Stayce D. Harris

1959

  

Director

(Since 2021)

   Lieutenant General, Inspector General of the United States Air Force from 2017 to 2019; Lieutenant General, Assistant Vice Chief of Staff and Director, Air Staff, United States Air Force from 2016 to 2017; Major General, Commander, 22nd Air Force, AFRC, Dobbins Air Reserve Base, Georgia from 2014 to 2016; Pilot, United Airlines from 1990 to 2020.    70 RICs consisting of 104 Portfolios    KULR Technology Group, Inc. in 2021; The Boeing Company (airplane manufacturer)

 

 

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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 5 Years   

Number of BlackRock-Advised

Registered Investment Companies

(“RICs”) Consisting of Investment

Portfolios (“Portfolios”) Overseen

  

Public Company

and Other

Investment

Company

Directorships Held

During

Past 5 Years

J. Phillip Holloman

1955

  

Director

(Since 2021)

   President and Chief Operating Officer, Cintas Corporation from 2008 to 2018.    70 RICs consisting of 104 Portfolios    PulteGroup, Inc. (home construction); Rockwell Automation Inc. (industrial automation)

Catherine A. Lynch(d)

1961

  

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.    72 RICs consisting of 106 Portfolios    PennyMac Mortgage Investment Trust
Interested Directors(a)(e)
         

Name

Year of Birth(b)

  

Position(s) Held

(Length of Service)(c)

   Principal Occupation(s) During Past 5 Years   

Number of BlackRock-Advised

Registered Investment Companies

(“RICs”) Consisting of Investment

Portfolios (“Portfolios”) Overseen

  

Public Company

and Other

Investment

Company

Directorships

Held During

Past 5 Years

Robert Fairbairn

1965

  

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.    98 RICs consisting of 273 Portfolios    None

John M. Perlowski(d)

1964

  

Director

(Since 2014)

President and Chief Executive Officer

(Since 2010)

   Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.    100 RICs consisting of 275 Portfolios    None

 

(a) 

The address of each Director is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001.

 

(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.

 

(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: Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; and W. Carl Kester, 1995.

 

(d) 

Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

 

(e) 

Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the 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.

 

 

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Director and Officer Information  (continued)

 

Officers Who Are Not Directors(a)
     

Name

Year of Birth(b)

  

Position(s) Held

(Length of Service)

   Principal Occupation(s) During Past 5 Years

Jonathan Diorio

1980

  

Vice President

(Since 2015)

   Managing Director of BlackRock, Inc. since 2015; Director of BlackRock, Inc. from 2011 to 2015.

Trent Walker

1974

  

Chief Financial Officer

(Since 2021)

   Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.

Jay M. Fife

1970

  

Treasurer

(Since 2007)

   Managing Director of BlackRock, Inc. since 2007.

Aaron Wasserman

1974

  

Chief Compliance Officer

(Since 2023)

   Managing Director of BlackRock, Inc. since 2018; Chief Compliance Officer of the BlackRock-advised funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex since 2023; Deputy Chief Compliance Officer for the BlackRock-advised funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed- Income Complex and the iShares Complex from 2014 to 2023.

Janey Ahn

1975

  

Secretary

(Since 2012)

   Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.
(a) 

The address of each Officer is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001.

(b) 

Officers of the Fund serve at the pleasure of the Board.

 

Effective July 1, 2023, Aaron Wasserman replaced Charles Park as Chief Compliance Officer of the Funds.

Effective September 9, 2023, Arthur P. Steinmetz was appointed as a Director of the Funds.

Effective September 29, 2022, Phillip Soccio and Kevin Maloney became portfolio managers of BTA. Mr. Soccio has been employed by BlackRock since 1998. Mr. Maloney has been employed by BlackRock since 2011. Effective March 1, 2023, Michael Kalinoski, Walter O’Connor, Christian Romaglino and Kristi Manidis became portfolio managers of BTA. Messrs. Kalinoski, O’Connor, Romaglino and Ms. Manidis have been employed by BlackRock since 2006, 2006, 2017, and 2003 respectively. Effective March 1, 2023, Michael Perilli and Ted Jaeckel are no longer portfolio managers of BTA.

Effective September 29, 2022, Phillip Soccio and Kevin Maloney became portfolio managers of MUA and MYD. Mr. Soccio has been employed by BlackRock since 1998. Mr. Maloney has been employed by BlackRock since 2011. Effective March 1, 2023, Michael Kalinoski, Christian Romaglino and Kristi Manidis became portfolio managers of MUA and MYD. Messrs. Kalinoski and Romaglino and Ms. Manidis have been employed by BlackRock since 2006, 2017, and 2003 respectively. Effective March 1, 2023, Ted Jaeckel is no longer a portfolio manager of MUA and MYD.

Effective September 29, 2022, Christian Romaglino became a portfolio manager of MUI. Mr. Romaglino has been employed by BlackRock since 2017. Effective March 1, 2023, Phillip Soccio, Walter O’Connor, Kevin Maloney and Kristi Manidis became portfolio managers of MUI. Messrs. Soccio, O’Connor and Maloney and Ms. Manidis have been employed by BlackRock since 1998, 2006, 2011, and 2003 respectively. Effective March 1, 2023, Michael Perilli is no longer a portfolio manager of MUI.

Effective September 29, 2022, Phillip Soccio became a portfolio manager of MQY. Mr. Soccio has been employed by BlackRock since 1998. Effective March 1, 2023, Walter O’Connor, Kevin Maloney and Kristi Manidis became portfolio managers of MQY. Messrs. O’Connor and Maloney and Ms. Manidis have been employed by BlackRock since 2006, 2011, and 2003 respectively.

 

 

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Additional Information

 

Proxy Results

The Annual Meeting of Shareholders was held on July 12, 2023, for shareholders of record on May 15, 2023, to elect director nominees for each Fund. There were no broker non-votes with regard to any of the Funds.

Shareholders elected the Class I Directors as follows:

 

 

 
    Lorenzo A. Flores      R. Glenn Hubbard      John M. Perlowski      W. Carl Kester(a)  
 

 

 

    

 

 

    

 

 

    

 

 

 
 Fund Name   Votes For      Votes Withheld      Votes For      Votes Withheld      Votes For      Votes Withheld        Votes For      Votes Withheld  

 

 

 MYD

    32,895,192        6,825,139        24,275,840        15,444,491        34,557,111        5,163,220        2,514        0  

 MQY

    58,878,431        3,577,064        33,389,889        29,065,605        59,421,298        3,034,197        4,503        0  

 BTA

    9,313,326        692,099        9,284,750        720,675        9,271,790        733,635        760        0  

 MUA

    32,133,924        2,332,877        24,352,903        10,113,898        32,139,068        2,327,733        1,750        0  

 

 

 

  (a) 

Voted on by holders of Preferred Shares only.

 

For the Funds listed above, Directors whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are Cynthia L. Egan, Robert Fairbairn, Stayce D. Harris, J. Phillip Holloman, Catherine A. Lynch, and Frank J. Fabozzi.

The Annual Meeting of Shareholders was held on July 11, 2023 and adjourned to July 31, 2023, for shareholders of record on May 12, 2023, to elect director nominees for BlackRock Municipal Income Fund, Inc. There were no broker non-votes with regard to the Fund.

Shareholders elected the Class I Directors as follows:

 

 

 
    Lorenzo A. Flores      R. Glenn Hubbard      John M. Perlowski      W. Carl Kester(a)  
 

 

 

    

 

 

    

 

 

    

 

 

 
 Fund Name   Votes For      Votes Withheld      Votes For      Votes Withheld      Votes For      Votes Withheld        Votes For      Votes Withheld  

 

 

 MUI

    32,356,710        34,856,442        31,784,058        35,429,094        32,361,275        34,851,877        5,617        0  

 

 

 

  (a)

Voted on by holders of Preferred Shares only.

 

For the Fund listed above, Directors whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are Cynthia L. Egan, Robert Fairbairn, Stayce D. Harris, J. Phillip Holloman, Catherine A. Lynch, and Frank J. Fabozzi.

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.

Environmental, Social and Governance (“ESG”) Integration

Although the Funds do not seek to implement a specific sustainability objective, strategy or process unless otherwise disclosed, Fund management will consider ESG factors as part of the investment process for the Funds. Fund management views ESG integration as the practice of incorporating financially material ESG data or information into investment processes with the objective of enhancing risk-adjusted returns. These ESG considerations will vary depending on the Funds’ particular investment strategies and may include consideration of third-party research as well as consideration of proprietary BlackRock research across the ESG risks and opportunities regarding an issuer. The ESG characteristics utilized in the Funds’ investment process are anticipated to evolve over time and one or more characteristics may not be relevant with respect to all issuers that are eligible for investment. Certain of these considerations may affect the Funds’ exposure to certain companies or industries. While Fund management views ESG considerations as having the potential to contribute to the Funds’ 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’ shares are not continuously offered, which means that the Statement of Additional Information of each Fund has not been updated after completion of the respective Fund’s offerings and the information contained in each Fund’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.

 

 

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Additional Information  (continued)

 

General Information (continued)

The following information is a summary of certain changes since July 31, 2022. This information may not reflect all of the changes that have occurred since you purchased the relevant Fund.

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, including for MUA only, prospectuses, 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 schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The 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 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 26, 2021, 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 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.

 

 

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Additional Information  (continued)

 

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

 

Investment Adviser

 

VRDP Remarketing Agent

BlackRock Advisors, LLC

 

BofA Securities, Inc.(a)

Wilmington, DE 19809

 

New York, NY 10036

Accounting Agent and Custodian

 

Wells Fargo Securities, LLC(b)

State Street Bank and Trust Company

 

Charlotte, NC 28202

Boston, MA 02114

 
 

VRDP Tender and Paying Agent

Transfer Agent

 

The Bank of New York Mellon

Computershare Trust Company, N.A.

 

New York, NY 10286

Canton, MA 02021

 
 

Independent Registered Public Accounting Firm

VRDP Liquidity Provider

 

Deloitte & Touche LLP

Bank of America, N.A.(a)

 

Boston, MA 02116

New York, NY 10036

 
 

Legal Counsel

Wells Fargo Bank, N.A.(b)

 

Willkie Farr & Gallagher LLP

San Francisco, CA 94104

 

New York, NY 10019

(a) For BTA, MUA, MUI and MYD.

 

Address of the Funds

(b) For MQY.

 

100 Bellevue Parkway

 

Wilmington, DE 19809

 

 

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Glossary of Terms Used in this Report

 

Portfolio Abbreviation

AGC    Assured Guaranty Corp.
AGC-ICC    Assured Guaranty Corp. – Insured Custody Certificate
AGM    Assured Guaranty Municipal Corp.
AGM-CR    AGM Insured Custodial Receipt
AMBAC    AMBAC Assurance Corp.
AMT    Alternative Minimum Tax
ARB    Airport Revenue Bonds
BAB    Build America Bond
BAM    Build America Mutual Assurance Co.
BAM-TCRS    Build America Mutual Assurance Co. - Transferable Custodial Receipts
BHAC-CR    Berkshire Hathaway Assurance Corp. - Custodian Receipt
CAB    Capital Appreciation Bonds
COP    Certificates of Participation
CR    Custodian Receipt
FGIC    Financial Guaranty Insurance Co.
FHLMC    Federal Home Loan Mortgage Corp.
FNMA    Federal National Mortgage Association
GNMA    Government National Mortgage Association
GO    General Obligation Bonds
GTD    GTD Guaranteed
M/F    Multi-Family
NPFGC    National Public Finance Guarantee Corp.
NPFGC-IBC    National Public Finance Guarantee Corp. — Insured Bond Certificate
PSF    Permanent School Fund
RB    Revenue Bond
S/F    Single-Family
SAB    Special Assessment Bonds
SAN    State Aid Notes
SAP    Subject to Appropriations
SAW    State Aid Withholding
SONYMA    State of New York Mortgage Agency
ST    Special Tax
TA    Tax Allocation

 

 

 

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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 NAV and market price of the Common Shares, and the risk that fluctuations in short-term interest rates may reduce the Common Shares’ yield. Statements and other information herein are as dated and are subject to change.

CEMYMA-07/23-AR

 

 

LOGO

   LOGO     


(b) Not Applicable

 

Item 2 –

Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-882-0052, option 4.

 

Item 3 –

Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:

Frank J. Fabozzi

Lorenzo A. Flores

Catherine A. Lynch

Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

 

Item 4 –

Principal Accountant Fees and Services

The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:

 

     (a) Audit Fees   

(b) Audit-Related

Fees1

   (c) Tax Fees2    (d) All Other Fees
Entity Name  

Current

Fiscal

Year

End

  

Previous

Fiscal

Year

End3

  

Current

Fiscal

Year

End

  

Previous

Fiscal

Year

End3

  

Current

Fiscal

Year

End

  

Previous

Fiscal

Year

End3

  

Current

Fiscal

Year

End

  

Previous

Fiscal

Year

End3

BlackRock Municipal Income Fund, Inc.   $32,538    $32,405    $0    $13,000    $20,700    $8,950    $407    $437

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”):

 

1


      Current Fiscal Year End      Previous Fiscal Year End3

(b) Audit-Related Fees1

  $0    $0

(c) Tax Fees2

  $0    $0

(d) All Other Fees4

  $2,154,000    $2,098,000

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.

3The registrant changed its fiscal year end from April 30 to July 31 effective July 31, 2022 whereby this fiscal year consists of the three months ended July 31, 2022

4Non-audit fees of $2,154,000 and $2,098,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

 

2


(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:

 

Entity Name  

Current Fiscal Year

End

 

Previous Fiscal

Year End1

BlackRock Municipal Income Fund, Inc.   $21,107   $22,387

Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored or advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:

 

Current Fiscal Year

End

 

Previous Fiscal Year

End1

$2,154,000

  $2,098,000

These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

1The registrant changed its fiscal year end from April 30 to July 31 effective July 31, 2022 whereby this fiscal year consists of the three months ended July 31, 2022.

(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser, and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

(i) – Not Applicable

(j) – Not Applicable

 

Item 5 –

Audit Committee of Listed Registrant

 

  (a)

The following individuals are members of the registrant’s separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)):

Frank J. Fabozzi

Lorenzo A. Flores

J. Phillip Holloman

Catherine A. Lynch

 

  (b)

Not Applicable

 

Item 6 –

Investments

 

3


(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1(a) of this Form.

(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.

 

Item 7 –

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – The board of directors has delegated the voting of proxies for the Fund’s portfolio securities to the Investment Adviser pursuant to the Investment Adviser’s proxy voting guidelines. Under these guidelines, the Investment Adviser will vote proxies related to Fund securities in the best interests of the Fund and its stockholders. From time to time, a vote may present a conflict between the interests of the Fund’s stockholders, on the one hand, and those of the Investment Adviser, or any affiliated person of the Fund or the Investment Adviser, on the other. In such event, provided that the Investment Adviser’s Equity Investment Policy Oversight Committee, or a sub-committee thereof (the “Oversight Committee”) is aware of the real or potential conflict or material non-routine matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Investment Adviser’s clients. If the Investment Adviser determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Investment Adviser’s Portfolio Management Group and/or the Investment Adviser’s Legal and Compliance Department and concluding that the vote cast is in its client’s best interest notwithstanding the conflict. A copy of the Fund’s Proxy Voting Policy and Procedures are attached as Exhibit 99.PROXYPOL, a copy of the Fund’s Global Corporate Governance  & Engagement Principles are attached as Exhibit 99.GLOBAL.CORP.GOV and a copy of the Fund’s Corporate Governance and Proxy Voting Guidelines for U.S. Securities are attached as Exhibit 99.US.CORP.GOV. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, (i) at www.blackrock.com and (ii) on the SEC’s website at http://www.sec.gov.

 

Item 8 –

Portfolio Managers of Closed-End Management Investment Companies

(a)(1) As of the date of filing this Report:

The registrant is managed by a team of investment professionals comprised of Michael Kalinoski, CFA, Director at BlackRock, Christian Romaglino, CFA, Director at BlackRock, Walter O’Connor, CFA, Managing Director at BlackRock, Kevin Maloney, CFA, Director at BlackRock, Phillip Soccio, CFA, Director at BlackRock and Kristi Manidis, 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 selection of its investments. Messrs. Kalinoski and Romaglino have been members of the registrant’s portfolio management team since 2017 and 2022. Messrs. O’Connor, Maloney and Soccio and Ms. Manidis have been members of the registrant’s portfolio management team since 2023.

 

4


 

 Portfolio Manager

 

 

 

Biography

 

 Michael Kalinoski, CFA   Director of BlackRock since 2006; Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 1999 to 2006.
 Christian Romaglino, CFA   Director of BlackRock since 2017; Portfolio Manager for the Municipal Mutual Fund Desk within BlackRock’s Global Fixed Income Group since 2017; Portfolio Manager of Brown Brothers Harriman from 2007 to 2017.
 Walter O’Connor, CFA   Managing Director of BlackRock since 2006; Managing Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 2003 to 2006; Director of MLIM from 1998 to 2003.
 Kevin Maloney, CFA   Director of BlackRock since 2021; Vice President of BlackRock from 2018 to 2020; Associate of BlackRock from 2014 to 2017; Analyst of BlackRock from 2011 to 2013.
 Phillip Soccio, CFA   Director of BlackRock since 2009; Vice President of BlackRock from 2005 to 2008.
 Kristi Manidis   Director of BlackRock, Inc. since 2016; Vice President of BlackRock, Inc. from 2011 to 2015; Associate of BlackRock, Inc. from 2009 to 2011; Analyst of BlackRock, Inc. from 2006 to 2008.

(a)(2) As of July 31, 2023:

 

    

(ii) Number of Other Accounts Managed

and Assets by Account Type

 

(iii) Number of Other Accounts and

Assets for Which Advisory Fee is

Performance-Based

(i) Name of

Portfolio Manager

 

Other

Registered

Investment

Companies

 

Other Pooled

Investment

Vehicles

 

Other

Accounts

 

Other

Registered

Investment

Companies

 

Other Pooled

Investment

Vehicles

 

Other

Accounts

             
Michael Kalinoski, CFA     34   0   0   0   0   0
             
    $36.01 Billion   $0   $0   $0   $0   $0
             
Christian Romaglino, CFA     34   0   0   0   0   0
             
    $16.64 Billion   $0   $0   $0   $0   $0
             
Walter O’Connor, CFA     33   0   0   0   0   0
             
    $32.17 Billion   $0   $0   $0   $0   $0
             
Kevin Maloney, CFA   36   0   0   0   0   0
             
    $38.23 Billion   $0   $0   $0   $0   $0
             
Philip Soccio, CFA   34   0   0   0   0   0
             
    $31.30 Billion   $0   $0   $0   $0   $0
             
Kristi Manidis   38   0   2   0   0   0
             
    $23.43 Billion   $0   $1.03 Billion   $0   $0   $0

(iv) Portfolio Manager Potential Material Conflicts of Interest

BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are

 

5


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.

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 July 31, 2023:

Portfolio Manager Compensation Overview

The discussion below describes the portfolio managers’ compensation as of July 31, 2023.

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary

 

6


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., Bloomberg Municipal Bond Index), certain customized indices and certain fund industry peer groups.

Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.

Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.

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

 

7


alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.

Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock, Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($330,000 for 2023). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock, Inc. contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock, Inc. common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.

(a)(4) Beneficial Ownership of Securities – As of July 31, 2023:

 

Portfolio Manager   Dollar Range of Equity Securities of the Fund Beneficially
Owned
Michael Kalinoski, CFA   $1 – $10,000 
Christian Romaglino, CFA   $1 – $10,000 
Walter O’Connor, CFA   $10,001 -$50,000 
Kevin Maloney, CFA   None
Phillip Soccio, CFA   None
Kristi Manidis   None

(b) Not Applicable

 

Item 9 –

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

 

8


Period        

(a) Total

Number of

Shares

Purchased

 

(b) Average

Price Paid per

Share

 

(c) Total Number of

Shares Purchased as Part

of Publicly Announced

Plans or Programs

 

(d) Maximum Number of

Shares that May Yet Be

Purchased Under the

Plans or Programs1

February 1-28, 2023

  14,684   $12.0347   14,684   3,386,953

March 1-31, 2023

  157,695   $11.4411   157,695   3,229,258

April 1-30, 2023

  141,964   $11.5030   141,964   3,087,294

May 1-31, 2023

  129,493   $11.2623   129,493   2,957,801

June 1-30, 2023

  129,211   $11.4126   129,211   2,828,590

July 1-31, 2023

  138,020   $11.4701   138,020   2,690,570

Total:

  711,067   11.43358799   711,067   2,690,570

1 On September 8, 2022, the Fund announced a continuation of its open market share repurchase program. Commencing on December 1, 2022, the Fund may repurchase through November 30, 2023, up to 5% of its common shares outstanding as of the close of business on November 30, 2022, subject to certain conditions.

 

Item 10 –

Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

 

Item 11 –

Controls and Procedures

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12 –

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies –Not Applicable

 

Item 13 –

Exhibits attached hereto

(a)(1) Code of Ethics – See Item 2

(a)(2) Section 302 Certifications are attached

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable

(a)(4) Change in Registrant’s independent public accountant – Not Applicable

(b) Section 906 Certifications are attached

 

9


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 Municipal Income Fund, Inc.

 

   By:     

/s/ John M. Perlowski       

       John M. Perlowski
       Chief Executive Officer (principal executive officer) of
       BlackRock Municipal Income Fund, Inc.

Date: September 22, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

   By:     

/s/ John M. Perlowski       

       John M. Perlowski
       Chief Executive Officer (principal executive officer) of
       BlackRock Municipal Income Fund, Inc.

Date: September 22, 2023

 

   By:     

/s/ Trent Walker       

       Trent Walker
       Chief Financial Officer (principal financial officer) of
       BlackRock Municipal Income Fund, Inc.

Date: September 22, 2023

 

10

EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

 

I, John M. Perlowski, Chief Executive Officer (principal executive officer) of BlackRock Municipal Income Fund, Inc, certify that:

1.   I have reviewed this report on Form N-CSR of BlackRock Municipal Income Fund, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2023

/s/ John M. Perlowski  

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Municipal Income Fund, Inc.


CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

 

I, Trent Walker, Chief Financial Officer (principal financial officer) of BlackRock Municipal Income Fund, Inc., certify that:

1.   I have reviewed this report on Form N-CSR of BlackRock Municipal Income Fund, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2023

/s/ Trent Walker  

Trent Walker

Chief Financial Officer (principal financial officer) of

BlackRock Municipal Income Fund, Inc.

Exhibit 99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Municipal Income Fund, Inc. (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended July 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: September 22, 2023

/s/ John M. Perlowski  

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Municipal Income Fund, Inc.

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Municipal Income Fund, Inc. (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended July 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: September 22, 2023

/s/ Trent Walker  

Trent Walker

Chief Financial Officer (principal financial officer) of

BlackRock Municipal Income Fund, Inc.

This certification is being furnished pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission.

Closed-End Fund Proxy Voting Policy

August 1, 2021

 

LOGO

 

Closed-End Fund Proxy Voting Policy
 
Procedures Governing Delegation of Proxy Voting to Fund Adviser
 

 

Effective Date: August 1, 2021

Last Review Date: August 25, 2023

 

 

 

 

 

Applies to the following types of Funds registered under the 1940 Act:

Open-End Mutual Funds (including money market funds)

Money Market Funds

Exchange-Traded Funds

Closed-End Funds

Other

 

 

Objective and Scope

Set forth below is the Closed-End Fund Proxy Voting Policy.

Policy / Document Requirements and Statements

The Boards of Trustees/Directors (the “Directors”) of the closed-end funds advised by BlackRock Advisors, LLC (“BlackRock”), (the “Funds”) have the responsibility for the oversight of voting proxies relating to portfolio securities of the Funds, and have determined that it is in the best interests of the Funds and their shareholders to delegate that responsibility to BlackRock as part of BlackRock’s authority to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management agreements.

BlackRock has adopted guidelines and procedures (together and as from time to time amended, the “BlackRock proxy voting guidelines”) governing proxy voting by accounts managed by BlackRock. BlackRock will cast votes on behalf of each of the Funds on specific proxy issues in respect of securities held by each such Fund in accordance with the BlackRock Proxy voting guidelines; provided, however, that in the case of underlying closed-end funds (including business development companies and other similarly-situated asset pools) held by the Funds that have, or are proposing to adopt, a classified board structure, BlackRock will typically (a) vote in favor of proposals to adopt classification and against proposals to eliminate classification, and (b) not vote against directors as a result of their adoption of a classified board structure.

BlackRock will report on an annual basis to the Directors on (1) a summary of the proxy voting process as applicable to the Funds in the preceding year together with a representation that all votes were in accordance with the BlackRock proxy voting guidelines (as modified pursuant to the immediately preceding paragraph), and (2) any changes to the BlackRock proxy voting guidelines that have not previously been reported.

 

 

 

LOGO

 

   Page 1 of 1

LOGO


Contents

 

Introduction to BlackRock

    3  

Philosophy on investment stewardship

    3  

Key themes

    5  

Boards and directors

    6  

Auditors and audit-related issues

    9  

Capital structure, mergers, asset sales, and other special transactions

    10  

Compensation and benefits

    11  

Material sustainability-related risks and opportunities

    12  

Other corporate governance matters and shareholder protections

    14  

Shareholder proposals

    15  

BlackRock’s oversight of its investment stewardship activities

    15  

Vote execution

    16  

Conflicts management policies and procedures

    17  

Securities lending

    19  

Voting guidelines

    19  

Reporting and vote transparency

    19  

The purpose of this document is to provide an overarching explanation of BlackRock’s approach globally to our responsibilities as a shareholder on behalf of our clients, our expectations of companies, and our commitments to clients in terms of our own governance and transparency.

 

BlackRock Investment Stewardship    Global Principles | 2


Introduction to BlackRock

BlackRock’s purpose is to help more and more people experience financial well-being. We manage assets on behalf of institutional and individual clients, across a full spectrum of investment strategies, asset classes, and regions. Our client base includes pension plans, endowments, foundations, charities, official institutions, insurers, and other financial institutions, as well as individuals around the world. As part of our fiduciary duty to our clients, we consider it one of our responsibilities to promote sound corporate governance, as an informed, engaged shareholder on their behalf. At BlackRock, this is the responsibility of the Investment Stewardship team.

Philosophy on investment stewardship

Companies are responsible for ensuring they have appropriate governance structures to serve the interests of shareholders and other key stakeholders. We believe that there are certain fundamental rights attached to shareholding. Companies and their boards should be accountable to shareholders and structured with appropriate checks and balances to ensure that they operate in shareholders’ best interests to create sustainable value. Shareholders should have the right to vote to elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter or by-laws. Shareholders should be able to vote on key board decisions that are material to the protection of their investment, including but not limited to, changes to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital structure. In order to make informed decisions, shareholders need sufficient and timely information. In addition, shareholder voting rights should be proportionate to their economic ownership—the principle of “one share, one vote” helps achieve this balance.

Consistent with these shareholder rights, BlackRock has a responsibility to monitor and provide feedback to companies in our role as stewards of our clients’ investments. Investment stewardship is how we use our voice as an investor to promote sound corporate governance and business practices to help maximize long-term shareholder value for our clients, the vast majority of whom are investing for long-term goals such as retirement. BlackRock Investment Stewardship (BIS) does this through engagement with management teams and/or board members on material business issues and, for those clients who have given us authority, through voting proxies in their best long-term financial interests.1 We also contribute to consultations on public policy and private sector initiatives on industry standards, consistent with our clients’ interests as long-term shareholders.

BlackRock looks to companies to provide timely, accurate, and comprehensive disclosure on all material governance and business matters. This transparency allows shareholders to appropriately understand and assess how relevant risks and opportunities are being effectively identified and managed. Where company reporting and disclosure is inadequate or where the governance approach taken may be inconsistent with durable, long-term value creation for shareholders, we will engage with a company and/or vote in a manner that advances long-term shareholders’ interests.

BlackRock views engagement as an important activity; engagement provides us with the opportunity to improve our understanding of the business and of the risks and opportunities that are material to the

 

 

1 Through BlackRock Voting Choice we have, since January 2022, made proxy voting easier and more accessible for investors in separate accounts and certain pooled vehicles. As a result, the shares attributed to BlackRock in company share registers may be voted differently depending on whether our clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third party policy, or have elected to vote shares in accordance with their own policy. We are not able to disclose which clients have opted to exercise greater control over their voting, nor are we able to disclose which proxy voting policies they have selected.

 

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companies in which our clients invest. Engagement may also inform our voting decisions. As long-term investors on behalf of clients, we seek to have regular and continuing dialogue with executives and board directors to advance sound governance and durable business practices aligned with long-term value creation, as well as to understand the effectiveness of the company’s management and oversight of material issues. Engagement is an important mechanism for providing feedback on company practices and disclosures, particularly where we believe they could be enhanced to support a company’s ability to deliver financial performance. Similarly, it provides us with an opportunity to hear directly from company boards and management on how they believe their actions are aligned with durable, long-term value creation.

We generally vote in support of management and boards that exhibit an approach to decision-making that is consistent with creating durable, long-term value for shareholders. If we have concerns about a company’s approach, we may choose to explain our expectations to the company’s board and management. Following that engagement, we may signal through our voting that we have outstanding concerns, generally by voting against the re-election of directors we view as having responsibility for an issue. We apply our regional proxy voting guidelines to achieve the outcome that is most aligned with our clients’ long-term financial interests.

 

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Key themes

We recognize that accepted standards and norms of corporate governance can differ between markets. However, in our experience, there are certain fundamental elements of governance practice that are intrinsic globally to a company’s ability to create long-term value for shareholders. These global themes are set out in this overarching set of principles (the Principles), which are anchored in transparency and accountability. At a minimum, it is our view that companies should observe the accepted corporate governance standards in their domestic market and ask that, if they do not, they explain how their approach better supports durable, long-term value creation.

These Principles cover seven key themes:

 

 

Boards and directors

 

 

Auditors and audit-related issues

 

 

Capital structure, mergers, asset sales, and other special transactions

 

 

Compensation and benefits

 

 

Material sustainability-related risks and opportunities

 

 

Other corporate governance matters and shareholder protections

 

 

Shareholder proposals

Our regional and market-specific voting guidelines explain how these Principles inform our voting decisions in relation to specific ballot items for shareholder meetings.

 

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Boards and directors

Our primary focus is on the performance of the board of directors to promote sound corporate governance. The performance of the board is critical to the economic success of the company and the protection of shareholders’ interests. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction and operation of the company. For this reason, BIS sees engaging with and the election of directors as one of our most important and impactful responsibilities.

We support boards whose approach is consistent with creating durable, long-term value. This includes the effective corporate governance and management of material sustainability-related risks and opportunities,2 as well as the consideration of the company’s key constituents including their employees, clients, suppliers, and the communities within which they operate. The board should establish and maintain a framework of robust and effective governance mechanisms to support its oversight of the company’s strategic aims. We look to the board to articulate the effectiveness of these mechanisms in overseeing the management of business risks and opportunities and the fulfillment of the company’s purpose. Disclosure of all material issues that affect the company’s long-term strategy and ability to create value is essential for shareholders to be able to appropriately understand and assess how risks are effectively identified, managed and mitigated.

Where a company has not adequately disclosed and demonstrated that they have fulfilled these responsibilities, we will consider voting against the re-election of directors whom we consider to have particular responsibility for the issue. We assess director performance on a case-by-case basis and in light of each company’s circumstances, taking into consideration our assessment of their governance, business practices that support durable, long-term value creation, and performance. In serving the interests of shareholders, the responsibility of the board of directors includes, but is not limited to, the following:

 

 

Establishing an appropriate corporate governance structure

 

 

Supporting and overseeing management in setting long-term strategic goals and applicable measures of value-creation and milestones that will demonstrate progress, and taking steps to address anticipated or actual obstacles to success

 

 

Providing oversight on the identification and management of material governance and sustainability-related risks

 

 

Overseeing the financial resilience of the company, the integrity of financial statements, and the robustness of a company’s Enterprise Risk Management3 framework

 

 

2 By material sustainability-related risks and opportunities, we mean the drivers of risk and value creation in a company’s business model that have an environmental or social dependency or impact. Examples of environmental issues include, but are not limited to, water use, land use, waste management and climate risk. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in which a company operates, customer loyalty and relationships with regulators. It is our view that well-managed companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. Governance is the core means by which boards can oversee the creation of durable, long-term value. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework.

3 Enterprise risk management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be within the risk appetite, to provide reasonable assurance regarding the achievement of objectives. (Committee of Sponsoring

 

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Making decisions on matters that require independent evaluation, which may include mergers, acquisitions and dispositions, activist situations or other similar cases

 

 

Establishing appropriate executive compensation structures

 

 

Monitoring business issues including material sustainability-related risks and opportunities, that have the potential to significantly impact the company’s long-term value

There should be clear descriptions of the role of the board and the committees of the board and how they engage with and oversee management. Set out below are ways in which boards and directors can demonstrate a commitment to acting in the best long-term economic interests of all shareholders.

We will seek to engage with the appropriate directors where we have concerns about the performance of the company, board, or individual directors and may signal outstanding concerns in our voting. While we consider these principles to be globally relevant, when assessing a board’s composition and governance processes, we consider local market norms and regulations.

Regular accountability

It is our view that directors should stand for re-election on a regular basis, ideally annually. In our experience, annual re-elections allow shareholders to reaffirm their support for board members or hold them accountable for their decisions in a timely manner. When board members are not re-elected annually, in our experience, it is good practice for boards to have a rotation policy to ensure that, through a board cycle, all directors have had their appointment re-confirmed, with a proportion of directors being put forward for re-election at each annual general meeting.

Effective board composition

Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect the evolution of the company’s strategy and the market environment. In our view, it is beneficial for new directors to be brought onto the board periodically to refresh the group’s thinking and in a manner that supports both continuity and appropriate succession planning. We consider the average overall tenure of the board, where we are seeking a balance between the knowledge and experience of longer-serving members and the fresh perspectives of newer members. We encourage companies to keep under regular review the effectiveness of their board (including its size), and assess directors nominated for election or re-election in the context of the composition of the board as a whole. This assessment should consider a number of factors, including the potential need to address gaps in skills, experience, independence, and diversity.

In our view, there should be a sufficient number of independent directors, free from conflicts of interest or undue influence from connected parties, to ensure objectivity in the decision-making of the board and its ability to oversee management. Common impediments to independence may include but are not limited to:

 

 

Current or recent employment at the company or a subsidiary

 

 

Being, or representing, a shareholder with a substantial shareholding in the company

 

 

Organizations of the Treadway Commission (COSO), Enterprise Risk Management — Integrated Framework, September 2004, New York, NY).

 

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Interlocking directorships

 

 

Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially interfere with a director’s ability to act in the best interests of the company and their shareholders

In our experience, boards are most effective at overseeing and advising management when there is a senior independent board leader. This director may chair the board, or, where the chair is also the CEO (or is otherwise not independent), be designated as a lead independent director. The role of this director is to enhance the effectiveness of the independent members of the board through shaping the agenda, ensuring adequate information is provided to the board, and encouraging independent director participation in board deliberations. The lead independent director or another appropriate director should be available to shareholders in those situations where an independent director is best placed to explain and contextualize a company’s approach.

When nominating new directors to the board, we look to companies to provide sufficient information on the individual candidates so that shareholders can assess the suitability of each individual nominee and the overall board composition. These disclosures should give an understanding of how the collective experience and expertise of the board aligns with the company’s long-term strategy and business model. Highly qualified, engaged directors with professional characteristics relevant to a company’s business enhance the ability of the board to add value and be the voice of shareholders in board discussions. In our view, a strong board provides a competitive advantage to a company, providing valuable oversight and contributing to the most important management decisions that support long-term financial performance.

It is in this context that we are interested in diversity in the board room. We see it as a means to promoting diversity of thought and avoiding “group think” in the board’s exercise of its responsibilities to advise and oversee management. It allows boards to have deeper discussions and make more resilient decisions. We ask boards to disclose how diversity is considered in board composition, including professional characteristics, such as a director’s industry experience, specialist areas of expertise and geographic location; as well as demographic characteristics such as gender, race/ethnicity and age.

We look to understand a board’s diversity in the context of a company’s domicile, market capitalization, business model and strategy. Increasingly, we see leading boards adding members whose experience deepens the board’s understanding of the company’s customers, employees and communities. Self-identified board demographic diversity can usefully be disclosed in aggregate, consistent with local law. We believe boards should aspire to meaningful diversity of membership, at least consistent with local regulatory requirements and best practices, while recognizing that building a strong, diverse board can take time.

This position is based on our view that diversity of perspective and thought – in the board room, in the management team and throughout the company – leads to better long term economic outcomes for companies. Academic research already reveals correlations between specific dimensions of diversity and effects on decision-making processes and outcomes.4 In our experience, greater diversity in the board room contributes to more robust discussions and more innovative and resilient decisions. Over time, greater diversity in the board room can also promote greater diversity and resilience in the leadership

 

 

4 For a discussion on the different impacts of diversity see: McKinsey, “Diversity Wins: How Inclusion Matters”, May 2022; Harvard Business Review, Diverse Teams Feel Less Comfortable – and That’s Why They Perform Better, September 2016; “Do Diverse Directors Influence DEI Outcomes”, September 2022

McKinsey, “Diversity Wins: How Inclusion Matters”, May 2022; Harvard Business Review, Diverse Teams Feel Less Comfortable – and That’s Why They Perform Better, September 2016; “Do Diverse Directors Influence DEI Outcomes”, September 2022

 

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team, and the workforce more broadly. That diversity can enable companies to develop businesses that more closely reflect and resonate with the customers and communities they serve.

There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated directors. It is our view that objective oversight of such matters is best achieved when the board forms committees comprised entirely of independent directors. In many markets, these committees of the board specialize in audit, director nominations, and compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one involving a related party, or to investigate a significant adverse event.

Sufficient capacity

As the role and expectations of a director are increasingly demanding, directors must be able to commit an appropriate amount of time to board and committee matters. It is important that directors have the capacity to meet all of their responsibilities - including when there are unforeseen events – and therefore, they should not take on an excessive number of roles that would impair their ability to fulfill their duties.

Auditors and audit-related issues

BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a company’s financial condition. Accordingly, the assumptions made by management and reviewed by the auditor in preparing the financial statements should be reasonable and justified.

The accuracy of financial statements, inclusive of financial and non-financial information as required or permitted under market-specific accounting rules, is of paramount importance to BlackRock. Investors increasingly recognize that a broader range of risks and opportunities have the potential to materially impact financial performance. Over time, we anticipate investors and other users of company reporting will increasingly seek to understand and scrutinize the assumptions underlying financial statements, particularly those that pertain to the impact of the transition to a low carbon economy on a company’s business model and asset mix. We recognize that this is an area of evolving practice and we look to international standards setters, the International Accounting Standards Board (IASB) and the International Auditing and Assurance Standards Board (IAASB) to provide additional guidance to companies.

In this context, audit committees, or equivalent, play a vital role in a company’s financial reporting system by providing independent oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial information, internal control frameworks, and in the absence of a dedicated risk committee, Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of reassurance to shareholders.

We hold members of the audit committee or equivalent responsible for overseeing the management of the audit function. Audit committees or equivalent should have clearly articulated charters that set out their responsibilities and have a rotation plan in place that allows for a periodic refreshment of the committee membership to introduce fresh perspectives to audit oversight. We recognize that audit committees will rely on management, internal audit and the independent auditor in fulfilling their responsibilities but look to committee members to demonstrate they have relevant expertise to monitor and oversee those functions.

We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements, or ad hoc notifications of material financial weakness. In this respect, audit

 

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committees should provide timely disclosure on the remediation of Key and Critical Audit Matters identified either by the external auditor or internal audit function.

The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on management. To that end, it is important that auditors are, and are seen to be, independent. Where an audit firm provides services to the company in addition to the audit, the fees earned should be disclosed and explained. Audit committees should have in place a procedure for assessing annually the independence of the auditor and the quality of the external audit process.

Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management practices and, more broadly, the quality of the board’s oversight. The audit committee or equivalent, or a dedicated risk committee, should periodically review the company’s risk assessment and risk management policies and the significant risks and exposures identified by management, the internal auditors or the independent accountants, and management’s steps to address them. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk.

Capital structure, mergers, asset sales, and other special transactions

The capital structure of a company is critical to shareholders as it impacts the value of their investment and the priority of their interest in the company relative to that of other equity or debt investors. Pre-emptive rights are a key protection for shareholders against the dilution of their interests.

Effective voting rights are basic rights of share ownership. It is our view that one vote for one share as a guiding principle supports effective corporate governance. Shareholders, as the residual claimants, have the strongest interest in protecting company value, and voting rights should match economic exposure.

In principle, we disagree with the creation of a share class with equivalent economic exposure and preferential, differentiated voting rights. In our view, this structure violates the fundamental corporate governance principle of proportionality and results in a concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and amplifying any potential conflicts of interest. However, we recognize that in certain markets, at least for a period of time, companies may have a valid argument for listing dual classes of shares with differentiated voting rights. In our view, such companies should review these share class structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of their capital structure on a periodic basis via a management proposal at the company’s shareholder meeting. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders.

In assessing mergers, asset sales, or other special transactions, BlackRock’s primary consideration is the long-term economic interests of our clients as shareholders. Boards proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review a proposed transaction to determine the degree to which it can enhance long-term shareholder value. We would prefer that proposed transactions have the unanimous support of the board and have been negotiated at arm’s length. We may seek reassurance from the board that executives’ and/or board members’ financial interests in a given transaction have not adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related parties, the recommendation to support should come from the independent directors, a best practice in most markets, and ideally, the terms should have

 

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been assessed through an independent appraisal process. In addition, it is good practice that it be approved by a separate vote of the non-conflicted parties.

As a matter of sound governance practice, shareholders should have a right to dispose of company shares in the open market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their shares are contrary to basic property rights. Such mechanisms can serve to protect and entrench interests other than those of the shareholders. In our experience, shareholders are broadly capable of making decisions in their own best interests. We encourage any so-called “shareholder rights plans” proposed by a board to be subject to shareholder approval upon introduction and periodically thereafter.

Compensation and benefits

In most markets, one of the most important roles for a company’s board of directors is to put in place a compensation structure that incentivizes and rewards executives appropriately. There should be a clear link between variable pay and operational and financial performance. Performance metrics should be stretching and aligned with a company’s strategy and business model. BIS does not have a position on the use of sustainability-related criteria, but in our view, where companies choose to include them, they should be as rigorous as other financial or operational targets. Long-term incentive plans should vest over timeframes aligned with the delivery of long-term shareholder value. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their employment. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practice.

We are not supportive of one-off or special bonuses unrelated to company or individual performance. Where discretion has been used by the compensation committee or its equivalent, we expect disclosure relating to how and why the discretion was used, and how the adjusted outcome is aligned with the interests of shareholders. We acknowledge that the use of peer group evaluation by compensation committees can help ensure competitive pay; however, we are concerned when the rationale for increases in total compensation at a company is solely based on peer benchmarking rather than a rigorous measure of outperformance. We encourage companies to clearly explain how compensation outcomes have rewarded outperformance against peer firms.

We believe consideration should be given to building claw back provisions into incentive plans such that executives would be required to forgo rewards when they are not justified by actual performance and/or when compensation was based on faulty financial reporting or deceptive business practices. We also favor recoupment from any senior executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or resulted in a criminal investigation, even if such actions did not ultimately result in a material restatement of past results.

Non-executive directors should be compensated in a manner that is commensurate with the time and effort expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk compromising directors’ independence or aligning their interests too closely with those of the management, whom they are charged with overseeing.

We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We may vote against members of the compensation committee or equivalent board members for poor compensation practices or structures.

 

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Material sustainability-related risks and opportunities

It is our view that well-managed companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. Appropriate oversight of sustainability considerations is a core component of having an effective governance framework, which supports durable, long-term value creation.

Robust disclosure is essential for investors to effectively evaluate companies’ strategy and business practices related to material sustainability-related risks and opportunities. Given the increased understanding of material sustainability-related risks and opportunities and the need for better information to assess them, BlackRock advocates for continued improvement in companies’ reporting, where necessary, and will express any concerns through our voting where a company’s actions or disclosures are inadequate.

BlackRock encourages companies to use the framework developed by the Task Force on Climate-related Financial Disclosures (TCFD) to disclose their approach to ensuring they have a sustainable business model and to supplement that disclosure with industry-specific metrics such as those identified by the Sustainability Accounting Standards Board (SASB), now part of the International Sustainability Standards Board (ISSB) under the International Financial Reporting Standards (IFRS) Foundation.5 While the TCFD framework was developed to support climate-related risk disclosure, the four pillars of the TCFD – governance, strategy, risk management, and metrics and targets – are a useful way for companies to disclose how they identify, assess, manage, and oversee a variety of sustainability-related risks and opportunities. SASB’s industry-specific guidance (as identified in its materiality map) is beneficial in helping companies identify key performance indicators (KPIs) across various dimensions of sustainability that are considered to be financially material and decision-useful within their industry. In particular, we encourage companies to consider reporting on nature-related factors, given the growing materiality of these issues for many businesses.6 We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of voluntary standards. In such cases, we ask that companies highlight the metrics that are industry- or company-specific.

Climate and other sustainability-related disclosures often require companies to collect and aggregate data from various internal and external sources. We recognize that the practical realities of data-collection and reporting may not line up with financial reporting cycles and companies may require additional time after their fiscal year-end to accurately collect, analyze and report this data to investors. To give investors time to assess the data, we encourage companies to produce climate and other sustainability-related disclosures sufficiently in advance of their annual meeting.

Companies may also adopt or refer to guidance on sustainable and responsible business conduct issued by supranational organizations such as the United Nations or the Organization for Economic Cooperation and Development. Further, industry initiatives on managing specific operational risks may provide useful guidance to companies on best practices and disclosures. Companies should disclose any relevant global climate and other sustainability-related standards adopted, the industry initiatives in which they

 

 

5 The International Financial Reporting Standards (IFRS) Foundation announced in November 2021 the formation of an International Sustainability Standards Board (ISSB) to develop a comprehensive global baseline of high-quality sustainability disclosure standards to meet investors’ information needs. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime.

6 While guidance is still under development for a unified disclosure framework related to natural capital, the emerging recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD), may prove useful to some companies.

 

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participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and responsible business practices.

Climate risk

It is our view that climate change has become a key factor in many companies’ long-term prospects. As such, as long-term investors we are interested in understanding how companies may be impacted by material climate-related risks and opportunities - just as we seek to understand other business-relevant risks and opportunities - and how these factors are considered within strategy in a manner consistent with the company’s business model and sector. Specifically, we look for companies to disclose strategies they have in place that mitigate and are resilient to any material risks to their long-term business model associated with a range of climate-related scenarios, including a scenario in which global warming is limited to well below 2°C, considering global ambitions to achieve a limit of 1.5°C.7 It is, of course, up to each company to define their own strategy: that is not the role of BlackRock or other investors.

BIS recognizes that climate change can be challenging for many companies, as they seek to drive long-term value by mitigating risks and capturing opportunities. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. There is growing consensus that companies can benefit from the more favorable macroeconomic environment under an orderly, timely and equitable global energy transition.8 Yet the path ahead is deeply uncertain and uneven, with different parts of the economy moving at different speeds.9 Many companies are asking what their role should be in contributing to an orderly and equitable transition – in ensuring a reliable energy supply and energy security, and in protecting the most vulnerable from energy price shocks and economic dislocation. In this context, we encourage companies to include in their disclosure a business plan for how they intend to deliver long-term financial performance through a transition to global net zero carbon emissions, consistent with their business model and sector.

We look to companies to disclose short-, medium- and long-term targets, ideally science-based targets where these are available for their sector, for Scope 1 and 2 greenhouse gas emissions (GHG) reductions and to demonstrate how their targets are consistent with the long-term economic interests of their shareholders. Many companies have an opportunity to use and contribute to the development of low carbon energy sources and technologies that will be essential to decarbonizing the global economy over time. We also recognize that continued investment in traditional energy sources, including oil and gas, is required to maintain an orderly and equitable transition — and that divestiture of carbon-intensive assets is unlikely to contribute to global emissions reductions. We encourage companies to disclose how their capital allocation to various energy sources is consistent with their strategy.

At this stage, we view Scope 3 emissions differently from Scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about double-counting, and lack of direct control by companies. While we welcome any disclosures and commitments companies choose to make regarding

 

 

7 The global aspiration to achieve a net-zero global economy by 2050 is reflective of aggregated efforts; governments representing over 90% of GDP have committed to move to net-zero over the coming decades. In determining how to vote on behalf of clients who have authorized us to do so, we look to companies only to address issues within their control and do not anticipate that they will address matters that are the domain of public policy.

8 For example, BlackRock’s Capital Markets Assumptions anticipate 25 points of cumulative economic gains over a 20-year period in an orderly transition as compared to the alternative. This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes.

9 BlackRock, “Managing the net-zero transition”, February 2022.

 

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Scope 3 emissions, we recognize these are provided on a good-faith basis as methodology develops. Our publicly available commentary provides more information on our approach to climate risk.

Key stakeholder interests

In order to advance long-term shareholders’ interests, companies should consider the interests of the various parties on whom they depend for their success over time. It is for each company to determine their key stakeholders based on what is material to their business and long-term financial performance. Most commonly, key stakeholders include employees, business partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.

Considering the interests of key stakeholders recognizes the collective nature of long-term value creation and the extent to which each company’s prospects for growth are tied to its ability to foster strong sustainable relationships with and support from those stakeholders. Companies should articulate how they address adverse impacts that could arise from their business practices and affect critical business relationships with their stakeholders. We encourage companies to implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts. In our view, maintaining trust within these relationships can contribute to a company’s long-term success.

As a long-term shareholder on behalf of our clients, we find it helpful when companies disclose how they have identified their key stakeholders and considered their interests in business decision-making. We are also interested to understand the role of the board, which is well positioned to ensure that the approach taken is informed by and aligns with the company’s strategy and purpose.

Other corporate governance matters and shareholder protections

It is our view that shareholders have a right to material and timely information on the financial performance and viability of the companies in which they invest. In addition, companies should publish information on the governance structures in place and the rights of shareholders to influence these structures. The reporting and disclosure provided by companies help shareholders assess whether their economic interests have been protected and the quality of the board’s oversight of management. We believe shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms, to submit proposals to the shareholders’ meeting, and to call special meetings of shareholders.

Corporate Form

In our view, it is the responsibility of the board to determine the corporate form that is most appropriate given the company’s purpose and business model.10 Companies proposing to change their corporate form to a public benefit corporation or similar entity should put it to a shareholder vote if not already required to do so under applicable law. Supporting documentation from companies or shareholder proponents proposing to alter the corporate form should clearly articulate how the interests of shareholders and different stakeholders would be impacted as well as the accountability and voting mechanisms that would be available to shareholders. As a fiduciary on behalf of clients, we generally

 

 

10 Corporate form refers to the legal structure by which a business is organized.

 

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support management proposals if our analysis indicates that shareholders’ interests are adequately protected. Relevant shareholder proposals are evaluated on a case-by-case basis.

Shareholder proposals

In most markets in which BlackRock invests on behalf of clients, shareholders have the right to submit proposals to be voted on by shareholders at a company’s annual or extraordinary meeting, as long as eligibility and procedural requirements are met. The matters that we see put forward by shareholders address a wide range of topics, including governance reforms, capital management, and improvements in the management or disclosure of sustainability-related risks.

BlackRock is subject to certain requirements under antitrust law in the United States that place restrictions and limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals. As noted above, we can vote, on behalf of clients who authorize us to do so, on proposals put forth by others.

When assessing shareholder proposals, we evaluate each proposal on its merit, with a singular focus on its implications for long-term value creation. We consider the business and economic relevance of the issue raised, as well as its materiality and the urgency with which we believe it should be addressed. We take into consideration the legal effect of the proposal, as shareholder proposals may be advisory or legally binding depending on the jurisdiction. We would not support proposals that we believe would result in over-reaching into the basic business decisions of the company.

Where a proposal is focused on a material governance or sustainability-related risk that we agree needs to be addressed and the intended outcome is consistent with long-term value creation, we will look to the board and management to demonstrate that the company has met the intent of the request made in the shareholder proposal. Where our analysis and/or engagement indicate an opportunity for improvement in the company’s approach to the issue, we may support shareholder proposals that are reasonable and not unduly prescriptive or constraining on management. Alternatively, or in addition, we may vote against the re-election of one or more directors if, in our assessment, the board has not responded sufficiently or with an appropriate sense of urgency. While we may not agree with all aspects of a shareholder proponent’s views or all facets of the proponent’s supporting statement, we may still support proposals that address material governance or sustainability-related risks where we believe it would be helpful for shareholders to have more detailed information on how those risks are identified, monitored, and managed to support a company’s ability to deliver long-term financial returns. We may also support a proposal if management is on track, but we believe that voting in favor might accelerate progress.

BlackRock’s oversight of its investment stewardship activities

Oversight

BlackRock maintains three regional advisory committees (Stewardship Advisory Committees) for a) the Americas; b) Europe, the Middle East and Africa (EMEA); and c) Asia-Pacific, generally consisting of senior BlackRock investment professionals and/or senior employees with practical boardroom experience. The regional Stewardship Advisory Committees review and advise on amendments to BIS proxy voting guidelines covering markets within each respective region (Guidelines). The advisory committees do not determine voting decisions, which are the responsibility of BIS.

 

 

BlackRock Investment Stewardship    Global Principles | 15


In addition to the regional Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (Global Committee) is a risk-focused committee, comprised of senior representatives from various BlackRock investment teams, a senior legal representative, the Global Head of Investment Stewardship (Global Head), and other senior executives with relevant experience and team oversight. The Global Oversight Committee does not determine voting decisions, which are the responsibility of BIS. 

The Global Head has primary oversight of the activities of BIS, including voting in accordance with the Guidelines, which require the application of professional judgment and consideration of each company’s unique circumstances. The Global Committee reviews and approves amendments to these Principles. The Global Committee also reviews and approves amendments to the regional Guidelines, as proposed by the regional Stewardship Advisory Committees.

In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as updates on material process issues, procedural changes, and other risk oversight considerations. The Global Committee reviews these reports in an oversight capacity as informed by the BIS corporate governance engagement program and the Guidelines.

BIS carries out engagement with companies, monitors and executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast of important developments in the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of those third parties. BIS may raise complicated or particularly controversial matters for internal discussion with the relevant investment teams and governance specialists for discussion and guidance prior to making a voting decision.

Vote execution

BlackRock votes on proxy issues when our clients authorize us to do so. We offer certain clients who prefer their holdings to be voted consistent with specific values or views Voting Choice.11 When BlackRock votes on behalf of our clients, we carefully consider proxies submitted to funds and other fiduciary account(s) (Fund or Funds) for which we have voting authority. BlackRock votes (or refrains from voting) proxies for each Fund for which we have voting authority based on our evaluation of the best long-term economic interests of our clients as shareholders, in the exercise of our independent business judgment, and without regard to the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures”, below).

When exercising voting rights, BlackRock will normally vote on specific proxy issues in accordance with the Guidelines for the relevant market. The Guidelines are reviewed annually and are amended consistent with changes in the local market practice, as developments in corporate governance occur, or as otherwise deemed advisable by the applicable Stewardship Advisory Committees. BIS analysts may, in the exercise of their professional judgment, conclude that the Guidelines do not cover the specific matter upon which a proxy vote is required or that an exception to the Guidelines would be in the best long-term economic interests of BlackRock’s clients.

 

 

11 To learn more visit https://www.blackrock.com/corporate/about-us/investment-stewardship/blackrock-voting-choice

 

BlackRock Investment Stewardship    Global Principles | 16


In the uncommon circumstance of there being a vote with respect to fixed income securities or the securities of privately held issuers, the decision generally will be made by a Fund’s portfolio managers and/or BIS based on their assessment of the particular transactions or other matters at issue.

In certain markets, proxy voting involves logistical issues which can affect BlackRock’s ability to vote such proxies, as well as the desirability of voting such proxies. These issues include, but are not limited to: i) untimely notice of shareholder meetings; ii) restrictions on a foreigner’s ability to exercise votes; iii) requirements to vote proxies in person; iv) “share-blocking” (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory constraints; and vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of impediments to the exercise of voting rights such as share-blocking or overly burdensome administrative requirements.

As a consequence, BlackRock votes proxies in these situations on a “best-efforts” basis. In addition, BIS may determine that it is generally in the best interests of BlackRock’s clients not to vote proxies (or not to vote our full allocation) if the costs (including but not limited to opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the benefit the client would derive by voting on the proposal.

Portfolio managers have full discretion to vote the shares in the Funds they manage based on their analysis of the economic impact of a particular ballot item on their investors. Portfolio managers may, from time to time, reach differing views on how best to maximize economic value with respect to a particular investment. Therefore, portfolio managers may, and sometimes do, vote shares in the Funds under their management differently from BIS or from one another. However, because BlackRock’s clients are mostly long-term investors with long-term economic goals, ballots are frequently cast in a uniform manner. 

Conflicts management policies and procedures

BIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such influence might stem from any relationship between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. The following are examples of sources of perceived or potential conflicts of interest:

 

 

BlackRock clients who may be issuers of securities or proponents of shareholder resolutions

 

 

BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder resolutions

 

 

BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock

 

 

Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock

 

 

Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock

 

 

BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds managed by BlackRock

 

BlackRock Investment Stewardship    Global Principles | 17


BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:

 

 

Adopted the Guidelines which are designed to advance our clients’ interests in the companies in which BlackRock invests on their behalf

 

 

Established a reporting structure that separates BIS from employees with sales, vendor management, or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including, but not limited to, our need for additional information to make a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management, or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met

 

 

Determined to engage, in certain instances, an independent third party voting service provider to make proxy voting recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to how to vote such proxies. BlackRock uses an independent voting service provider to make proxy voting recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also use an independent voting service provider to make proxy voting recommendations for:

 

  o

public companies that include BlackRock employees on their boards of directors

 

  o

public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of the board of directors

 

  o

public companies that are the subject of certain transactions involving BlackRock Funds

 

  o

public companies that are joint venture partners with BlackRock, and

 

  o

public companies when legal or regulatory requirements compel BlackRock to use an independent voting service provider

In selecting a voting service provider, we assess several characteristics, including but not limited to: independence, an ability to analyze proxy issues and make recommendations in the best economic interest of our clients in accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the assigned recommendations in a timely manner. We may engage more than one voting service provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. The Global Committee appoints and reviews the performance of the voting service providers, generally on an annual basis.

 

 

BlackRock Investment Stewardship    Global Principles | 18


Securities lending

When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. Securities lending is a well-regulated practice that contributes to capital market efficiency. It also enables funds to generate additional returns for a fund, while allowing fund providers to keep fund expenses lower.

With regard to the relationship between securities lending and proxy voting, BlackRock’s approach is informed by our fiduciary responsibility to act in our clients’ best interests. In most cases, BlackRock anticipates that the potential long-term value to the Fund of voting shares would be less than the potential revenue the loan may provide the Fund. However, in certain instances, BlackRock may determine, in its independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to clients and would therefore recall shares to be voted in those instances.

The decision to recall securities on loan as part of BlackRock’s securities lending program in order to vote is based on an evaluation of various factors that include, but are not limited to, assessing potential securities lending revenue alongside the potential long-term value to clients of voting those securities (based on the information available at the time of recall consideration).12 BIS works with colleagues in the Securities Lending and Risk and Quantitative Analysis teams to evaluate the costs and benefits to clients of recalling shares on loan.

Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may modify it as necessary.

Voting guidelines

The issue-specific Guidelines published for each region/country in which we vote are intended to summarize BlackRock’s general philosophy and approach to issues that may commonly arise in the proxy voting context in each market where we invest. The Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As such, the Guidelines do not indicate how BIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots.

Reporting and vote transparency

We are committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our engagement and voting policies and activities through direct communication and through disclosure on our website. Each year we publish an annual report that provides a global overview of our investment stewardship engagement and voting activities and a voting spotlight that summarizes our voting over a proxy year.13 Additionally, we make public our market-specific voting guidelines for the benefit of clients and companies with whom we engage. We also publish commentaries to share our perspective on market developments and emerging key themes.

 

 

12 Recalling securities on loan can be impacted by the timing of record dates. In the United States, for example, the record date of a shareholder meeting typically falls before the proxy statements are released. Accordingly, it is not practicable to evaluate a proxy statement, determine that a vote has a material impact on a fund and recall any shares on loan in advance of the record date for the annual meeting. As a result, managers must weigh independent business judgement as a fiduciary, the benefit to a fund’s shareholders of recalling loaned shares in advance of an estimated record date without knowing whether there will be a vote on matters which have a material impact on the fund (thereby forgoing potential securities lending revenue for the fund’s shareholders) or leaving shares on loan to potentially earn revenue for the fund (thereby forgoing the opportunity to vote).

13 The proxy year runs from July 1 to June 30 of the proceeding calendar year.

 

 

BlackRock Investment Stewardship    Global Principles | 19


At a more granular level, we publish quarterly our vote record for each company that held a shareholder meeting during the period, showing how we voted on each proposal and explaining any votes against management proposals or on shareholder proposals. For shareholder meetings where a vote might be high profile or of significant interest to clients, we may publish a vote bulletin after the meeting, disclosing and explaining our vote on key proposals. We also publish a quarterly list of all companies with which we engaged and the key topics addressed in the engagement meeting. 

In this way, we help inform our clients about the work we do on their behalf in promoting the governance and business models that support durable, long-term value creation.

 

BlackRock Investment Stewardship    Global Principles | 20


Want to know more?

blackrock.com/stewardship | contactstewardship@blackrock.com

This document is provided for information and educational purposes only. Investing involves risk, including the loss of principal.

Prepared by BlackRock, Inc.

©2023 BlackRock, Inc. All rights reserved. BLACKROCK is a trademark of BlackRock, Inc., or its subsidiaries in the United States and elsewhere. All other trademarks are those of their respective owners.

 

LOGO

LOGO


Contents

 

Introduction

     3  

Voting guidelines

     3  

Boards and directors

     3  

Board structure

     5  

Board composition and effectiveness

     7  

Board responsiveness and shareholder rights

     9  

Auditors and audit-related issues

     11  

Capital structure proposals

     11  

Mergers, acquisitions, transactions, and other special situations

     12  

Executive compensation

     14  

Material sustainability-related risks and opportunities

     17  

General corporate governance matters

     21  

Shareholder protections

     23  

 

 

BlackRock Investment Stewardship    Proxy voting guidelines for U.S. securities | 2


These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles.

Introduction

As stewards of our clients’ investments, BlackRock believes it has a responsibility to engage with management teams and/or board members on material business issues and, for those clients who have given us authority, to vote proxies in the best long-term economic interests of their assets.

The following issue-specific proxy voting guidelines (the “Guidelines”) summarize BlackRock Investment Stewardship’s (“BIS”) philosophy and approach to engagement and voting, as well as our view of governance best practices and the roles and responsibilities of boards and directors for publicly listed U.S. companies. These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide to how BIS will engage and/or vote in every instance. They are to be applied with discretion, taking into consideration the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings.

Voting guidelines

These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder meetings:

 

 

Boards and directors

 

 

Auditors and audit-related issues

 

 

Capital structure

 

 

Mergers, acquisitions, asset sales, and other special transactions

 

 

Executive compensation

 

 

Material sustainability-related risks and opportunities

 

 

General corporate governance matters

 

 

Shareholder protections

Boards and directors

An effective and well-functioning board is critical to the economic success of the company and the protection of shareholders’ interests, including the establishment of appropriate governance structures that facilitate oversight of management and the company’s strategic initiatives. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction, operations, and risk management of the company. For this reason, BIS sees engagement with and the election of directors as one of our most critical responsibilities.

Disclosure of material issues that affect the company’s long-term strategy and value creation, including, when relevant, material sustainability-related factors, is essential for shareholders to appropriately understand and assess how effectively the board is identifying, managing, and mitigating risks. 

 

BlackRock Investment Stewardship    Proxy voting guidelines for U.S. securities | 3


Where a company has not adequately demonstrated, through actions and/or disclosures, how material issues are appropriately identified, managed, and overseen, we will consider voting against the re-election of those directors responsible for the oversight of such issues, as indicated below.

Independence

It is our view that a majority of the directors on the board should be independent to ensure objectivity in the decision-making of the board and its ability to oversee management. In addition, all members of audit, compensation, and nominating/governance committees should be independent. Our view of independence may vary from listing standards.

Common impediments to independence may include:

 

 

Employment as a senior executive by the company or a subsidiary within the past five years

 

 

An equity ownership in the company in excess of 20%

 

 

Having any other interest, business, or relationship (professional or personal) which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company and its shareholders

We may vote against directors who we do not consider to be independent, including at controlled companies, when we believe oversight could be enhanced with greater independent director representation. To signal our concerns, we may also vote against the chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure.

Oversight role of the board

The board should exercise appropriate oversight of management and the business activities of the company. Where we determine that a board has failed to do so in a way that may impede a company’s long-term value, we may vote against the responsible committees and/or individual directors.

Common circumstances are illustrated below:

 

 

Where the board has failed to facilitate quality, independent auditing or accounting practices, we may vote against members of the audit committee

 

 

Where the company has failed to provide shareholders with adequate disclosure to conclude that appropriate strategic consideration is given to material risk factors (including, where relevant, sustainability factors), we may vote against members of the responsible committee, or the most relevant director

 

 

Where it appears that a director has acted (at the company or at other companies) in a manner that compromises their ability to represent the best long-term economic interests of shareholders, we may vote against that individual

 

 

Where a director has a multi-year pattern of poor attendance at combined board and applicable committee meetings, or a director has poor attendance in a single year with no disclosed rationale, we may vote against that individual. Excluding exigent circumstances, BIS generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance

 

 

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Where a director serves on an excessive number of boards, which may limit their capacity to focus on each board’s needs, we may vote against that individual. The following identifies the maximum number of boards on which a director may serve, before BIS considers them to be over-committed:

 

    

Public Company Executive1

 

 

# Outside Public Boards2

 

 

Total # of Public Boards

 

 Director A

    1   2

 Director B

      3   4

In addition, we recognize that board leadership roles may vary in responsibility and time requirements in different markets around the world. In particular, where a director maintains a Chair role of a publicly listed company in European markets, we may consider that responsibility as equal to two board commitments, consistent with our EMEA Proxy Voting Guidelines. We will take the total number of board commitments across our global policies into account for director elections.

Risk oversight

Companies should have an established process for identifying, monitoring, and managing business and material risks. Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. We are particularly interested in understanding how risk oversight processes evolve in response to changes in corporate strategy and/or shifts in the business and related risk environment. Comprehensive disclosures provide investors with a sense of the company’s long-term risk management practices and, more broadly, the quality of the board’s oversight. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 

Board Structure

Classified board of directors/staggered terms

Directors should be re-elected annually; classification of the board generally limits shareholders’ rights to regularly evaluate a board’s performance and select directors. While we will typically support proposals requesting board de-classification, we may make exceptions, should the board articulate an appropriate strategic rationale for a classified board structure. This may include when a company needs consistency and stability during a time of transition, e.g., newly public companies or companies undergoing a strategic restructuring. A classified board structure may also be justified at non-operating companies, e.g., closed-end funds or business development companies (“BDC”),3 in certain circumstances. However,

 

 

 

1 A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair.

2 In addition to the company under review.

3 A BDC is a special investment vehicle under the Investment Company Act of 1940 that is designed to facilitate capital formation for small and middle-market companies.

 

BlackRock Investment Stewardship    Proxy voting guidelines for U.S. securities | 5


in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate.

Without a voting mechanism to immediately address concerns about a specific director, we may choose to vote against the directors up for election at the time (see “Shareholder rights” for additional detail).

Independent leadership

There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. 

In the absence of a significant governance concern, we defer to boards to designate the most appropriate leadership structure to ensure adequate balance and independence.4 However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles.

In the event that the board chooses to have a combined Chair/CEO or a non-independent Chair, we support the designation of a Lead Independent director, with the ability to: 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. These roles and responsibilities should be disclosed and easily accessible. 

The following table illustrates examples5 of responsibilities under each board leadership model:

 

   

Combined Chair/CEO or CEO + Non-independent Chair

 

 

Separate Independent Chair

 

     
   

Chair/CEO or Non-

independent Chair

 

 

Lead Independent Director

 

 

Independent Chair

 

     
 

Authority to call full meetings of the board of directors

 

Attends full meetings of the board of directors

 

Authority to call full meetings of the board of directors

     
 Board Meetings      

Authority to call meetings of independent directors

   
     
   

Briefs CEO on issues arising from executive sessions

 
       
 Agenda  

Primary responsibility for shaping board agendas, consulting with the lead independent director

 

Collaborates with chair/CEO to set board agenda and board information

 

Primary responsibility for shaping board agendas, in conjunction with CEO

 

 

 

4 To this end, we do not view shareholder proposals asking for the separation of Chair and CEO to be a proxy for other concerns we may have at the company for which a vote against directors would be more appropriate. Rather, support for such a proposal might arise in the case of overarching and sustained governance concerns such as lack of independence or failure to oversee a material risk over consecutive years.

5 This table is for illustrative purposes only. The roles and responsibilities cited here are not all-encompassing and are noted for reference as to how these leadership positions may be defined.

 

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Combined Chair/CEO or CEO + Non-independent Chair

 

 

Separate Independent Chair

 

     
   

Chair/CEO or Non-

independent Chair

 

 

Lead Independent Director

 

 

Independent Chair

 

       
 Board  Communications  

Communicates with all directors on key issues and concerns outside of full board meetings

 

Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning

 

Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning

CEO and management succession planning

Companies should have a robust CEO and senior management succession plan in place at the board level that is reviewed and updated on a regular basis. Succession planning should cover scenarios over both the long-term, consistent with the strategic direction of the company and identified leadership needs over time, as well as the short-term, in the event of an unanticipated executive departure. We encourage the company to explain their executive succession planning process, including where accountability lies within the boardroom for this task, without prematurely divulging sensitive information commonly associated with this exercise.

During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. We ask for disclosures to understand the timeframe and responsibilities of this role. In such instances, we typically look for the board to have appropriate independent leadership structures in place. (See chart above.)

Director compensation and equity programs

Compensation for directors should generally be structured to attract and retain directors, while also aligning their interests with those of shareholders. In our view, director compensation packages that are based on the company’s long-term value creation and include some form of long-term equity compensation are more likely to meet this goal.

Board composition and effectiveness

Director qualifications and skills

We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the boardroom. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. We encourage boards to disclose their approach to evaluations, including objectives of the evaluation; if an external party conducts the evaluation; the frequency of the evaluations; and, whether that evaluation occurs on an individual director basis.

Board term limits and director tenure

Where boards find that age limits or term limits are the most efficient and objective mechanism for ensuring periodic board refreshment, we generally defer to the board’s determination in setting such

 

BlackRock Investment Stewardship    Proxy voting guidelines for U.S. securities | 7


limits. BIS will also consider the average board tenure to evaluate processes for board renewal. We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors.

Board diversity

As noted above, highly qualified, engaged directors with professional characteristics relevant to a company’s business enhance the ability of the board to add value and be the voice of shareholders in board discussions. In our view, a strong board provides a competitive advantage to a company, providing valuable oversight and contributing to the most important management decisions that support long-term financial performance.

It is in this context that we are interested in diversity in the boardroom. We see it as a means to promoting diversity of thought and avoiding ‘group think’ in the board’s exercise of its responsibilities to advise and oversee management. It allows boards to have deeper discussions and make more resilient decisions. We ask boards to disclose how diversity is considered in board composition, including professional characteristics, such as a director’s industry experience, specialist areas of expertise and geographic location; as well as demographic characteristics such as gender, race/ethnicity, and age. 

We look to understand a board’s diversity in the context of a company’s domicile, market capitalization, business model, and strategy. Increasingly, we see leading boards adding members whose experience deepens the board’s understanding of the company’s customers, employees, and communities. Self- identified board demographic diversity can usefully be disclosed in aggregate, consistent with local law. We believe boards should aspire to meaningful diversity of membership, at least consistent with local regulatory requirements and best practices, while recognizing that building a strong, diverse board can take time.

This position is based on our view that diversity of perspective and thought—in the boardroom, in the management team and throughout the company—leads to better long-term economic outcomes for companies. Academic and other research reveals correlations between specific dimensions of diversity and effects on decision-making processes and outcomes.6 In our experience, greater diversity in the boardroom contributes to more robust discussions and more innovative and resilient decisions. Over time, greater diversity in the boardroom can also promote greater diversity and resilience in the leadership team, and the workforce more broadly. That diversity can enable companies to develop businesses that more closely reflect and resonate with the customers and communities they serve.

In the U.S., we believe that boards should aspire to at least 30% diversity of membership,7 and we encourage large companies, such as those in the S&P 500, to lead in achieving this standard. In our view, an informative indicator of diversity for such companies is having at least two women and a director who

 

 

 

6 For a discussion on the different impacts of diversity see: McKinsey, “Diversity Wins: How Inclusion Matters”, May 2022; Harvard Business Review, Diverse Teams Feel Less Comfortable – and That’s Why They Perform Better, September 2016; “Do Diverse Directors Influence DEI Outcomes”, September 2022

7 We take a case-by-case approach and consider the size of the board in our evaluation of overall composition and diversity. Business model, strategy, location, and company size may also impact our analysis of board diversity. We acknowledge that these factors may also play into the various elements of diversity that a board may attract. We look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition.

 

BlackRock Investment Stewardship    Proxy voting guidelines for U.S. securities | 8


identifies as a member of an underrepresented group.8 We recognize that it may take time and that companies with smaller market capitalizations and in certain sectors may face more challenges in pursuing diversity. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making.

In order to help investors understand overall diversity, we look to boards to disclose:

 

   

How diversity, including demographic factors and professional characteristics, is considered in board composition, given the company’s long-term strategy and business model

 

   

How directors’ professional characteristics, which may include domain expertise such as finance or technology, and sector- or market-specific experience, are complementary and link to the company’s long-term strategy

 

   

The process by which candidates for board positions are identified, including whether professional firms or other resources outside of incumbent directors’ networks are engaged to identify and/or assess candidates, and whether a diverse slate of nominees is considered for all available board nominations

To the extent that, based on our assessment of corporate disclosures, a company has not adequately explained their approach to diversity in their board composition, we may vote against members of the nominating/governance committee. Our publicly available commentary provides more information on our approach to board diversity.

Board size

We typically defer to the board in setting the appropriate size and believe that directors are generally in the best position to assess the optimal board size to ensure effectiveness. However, we may vote against the appropriate committees and/or individual directors if, in our view, the board is ineffective in its oversight, either because it is too small to allow for the necessary range of skills and experience or too large to function efficiently.

Board responsiveness and shareholder rights

Shareholder rights

Where we determine that a board has not acted in the best interests of the company’s shareholders, or takes action to unreasonably limit shareholder rights, we may vote against the appropriate committees and/or individual directors. Common circumstances are illustrated below:

 

 

 

8 Including, but not limited to, individuals who identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, or Native Hawaiian or Pacific Islander; individuals who identify as LGBTQ+; individuals who identify as underrepresented based on national, Indigenous, religious, or cultural identity; individuals with disabilities; and veterans.

 

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The Independent Chair or Lead Independent Director and members of the nominating/governance committee, where a board implements or renews a poison pill without shareholder approval

 

 

The Independent Chair or Lead Independent Director and members of the nominating/governance committee, where a board amends the charter/articles/bylaws and where the effect may be to entrench directors or to unreasonably reduce shareholder rights

 

 

Members of the compensation committee where the company has repriced options without shareholder approval

If a board maintains a classified structure, it is possible that the director(s) or committee members with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, we may register our concern by voting against the most relevant director(s) up for election. 

Responsiveness to shareholders

A board should be engaged and responsive to the company’s shareholders, including acknowledging voting outcomes for director elections, compensation, shareholder proposals, and other ballot items. Where we determine that a board has not substantially addressed shareholder concerns that we deem material to the business, we may vote against the responsible committees and/or individual directors. Common circumstances are illustrated below:

 

 

The Independent Chair or Lead Independent Director, members of the nominating/governance committee, and/or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and/or failure to plan for adequate board member succession

 

 

The chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received against votes from more than 25% of shares voted, and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BIS did not support the initial vote against such board member(s)

 

 

The Independent Chair or Lead Independent Director and/or members of the nominating/governance committee, where a board fails to consider shareholder proposals that (1) receive substantial support, and (2) in our view, have a material impact on the business, shareholder rights, or the potential for long-term value creation

Majority vote requirements

Directors should generally be elected by a majority of the shares voted. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. Majority vote standards generally assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. As a best practice, companies with either a majority vote standard or a plurality vote standard should adopt a resignation policy for directors who do not receive support from at least a majority of votes cast. Where the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism.

 

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We note that majority voting may not be appropriate in all circumstances, for example, in the context of a contested election, or for majority-controlled companies or those with concentrated ownership structures.

Cumulative voting

As stated above, a majority vote standard is generally in the best long-term interests of shareholders, as it ensures director accountability through the requirement to be elected by more than half of the votes cast. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates.

Auditors and audit-related issues

BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company’s financial condition. Consistent with our approach to voting on directors, we seek to hold the audit committee of the board responsible for overseeing the management of the independent auditor and the internal audit function at a company.

We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. We look to public disclosures for insight into the scope of the audit committee responsibilities, including an overview of audit committee processes, issues on the audit committee agenda, and key decisions taken by the audit committee. We take particular note of cases involving significant financial restatements or material weakness disclosures, and we look for timely disclosure and remediation of accounting irregularities.

The integrity of financial statements depends on the auditor effectively fulfilling its role. To that end, we favor an independent auditor. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice, we may also vote against ratification.

From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. We may support these proposals when they are consistent with our views as described above.

Capital structure proposals

Equal voting rights

In our view, shareholders should be entitled to voting rights in proportion to their economic interests. In addition, companies that have implemented dual or multiple class share structures should review these structures on a regular basis, or as company circumstances change. Companies with multiple share classes should receive shareholder approval of their capital structure on a periodic basis via a management proposal on the company’s proxy. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders. Where companies are unwilling to voluntarily implement “one share, one vote” within a specified timeframe, or are unresponsive to shareholder feedback for change over time, we generally support shareholder proposals to recapitalize stock into a single voting class.

 

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Blank check preferred stock

We frequently oppose proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock) because they may serve as a transfer of authority from shareholders to the board and as a possible entrenchment device. We generally view the board’s discretion to establish voting rights on a when-issued basis as a potential anti-takeover device, as it affords the board the ability to place a block of stock with an investor sympathetic to management, thereby foiling a takeover bid without a shareholder vote. 

Nonetheless, we may support the proposal where the company:

 

 

Appears to have a legitimate financing motive for requesting blank check authority

 

 

Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes

 

 

Has a history of using blank check preferred stock for financings

 

 

Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility

Increase in authorized common shares

BIS will evaluate requests to increase authorized shares on a case-by-case basis, in conjunction with industry-specific norms and potential dilution, as well as a company’s history with respect to the use of its common shares.

Increase or issuance of preferred stock

We generally support proposals to increase or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and where the terms of the preferred stock appear reasonable.

Stock splits

We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We generally support reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g., one class is reduced while others remain at pre-split levels). In the event of a proposal for a reverse split that would not proportionately reduce the company’s authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock.

Mergers, acquisitions, transactions, and other special situations

Mergers, acquisitions, and transactions

In assessing mergers, acquisitions, or other transactions – including business combinations involving Special Purpose Acquisition Companies (“SPACs”) – BIS’ primary consideration is the long-term economic interests of our clients as shareholders. Boards should clearly explain the economic and strategic rationale for any proposed transactions or material changes to the business. We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term

 

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shareholder value. While mergers, acquisitions, asset sales, business combinations, and other special transaction proposals vary widely in scope and substance, we closely examine certain salient features in our analyses, such as:

 

 

The degree to which the proposed transaction represents a premium to the company’s trading price. We consider the share price over multiple time periods prior to the date of the merger announcement. We may consider comparable transaction analyses provided by the parties’ financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply

 

 

There should be clear strategic, operational, and/or financial rationale for the combination

 

 

Unanimous board approval and arm’s-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arm’s-length bidding process. We may also consider whether executive and/or board members’ financial interests appear likely to affect their ability to place shareholders’ interests before their own, as well as measures taken to address conflicts of interest

 

 

We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions

Contested director elections and special situations

Contested elections and other special situations9 are assessed on a case-by-case basis. We evaluate a number of factors, which may include: the qualifications and past performance of the dissident and management candidates; the validity of the concerns identified by the dissident; the viability of both the dissident’s and management’s plans; the ownership stake and holding period of the dissident; the likelihood that the dissident’s strategy will produce the desired change; and whether the dissident represents the best option for enhancing long-term shareholder value.

We will evaluate the actions that the company has taken to limit shareholders’ ability to exercise the right to nominate dissident director candidates, including those actions taken absent the immediate threat of a contested situation. BIS may take voting action against directors (up to and including the full board) where those actions are viewed as egregiously infringing on shareholder rights.

We will consider a variety of possible voting outcomes in contested situations, including the ability to support a mix of management and dissident nominees.

Poison pill plans

Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. Although we have historically opposed most plans, we may support plans that include a reasonable “qualifying offer clause.” Such clauses typically require shareholder ratification of the pill and

 

 

9 Special situations are broadly defined as events that are non-routine and differ from the normal course of business for a company’s shareholder meeting, involving a solicitation other than by management with respect to the exercise of voting rights in a manner inconsistent with management’s recommendation. These may include instances where shareholders nominate director candidates, oppose the view of management and/or the board on mergers, acquisitions, or other transactions, etc.

 

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stipulate a sunset provision whereby the pill expires unless it is renewed. These clauses also tend to specify that an all-cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill, but forces either a special meeting at which the offer is put to a shareholder vote or requires the board to seek the written consent of shareholders, where shareholders could rescind the pill at their discretion. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders. Lastly, we look for shareholder approval of poison pill plans within one year of adoption of implementation.

Reimbursement of expense for successful shareholder campaigns

We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns.

Executive compensation

A company’s board of directors should put in place a compensation structure that balances incentivizing, rewarding, and retaining executives appropriately across a wide range of business outcomes. This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value.

The compensation committee should carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices and/or structures.

There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. Where compensation structures provide for a front-loaded10 award, we look for appropriate structures (including vesting and/or holding periods) that motivate sustained performance for shareholders over a number of years. We generally do not favor programs focused on awards that require performance levels to be met and maintained for a relatively short time period for payouts to be earned, unless there are extended vesting and/or holding requirements.

Compensation structures should generally drive outcomes that align the pay of the executives with performance of the company and the value received by shareholders. When evaluating performance, we examine both executive teams’ efforts, as well as outcomes realized by shareholders. Payouts to executives should reflect both the executive’s contributions to the company’s ongoing success, as well as exogenous factors that impacted shareholder value. Where discretion has been used by the

 

 

10 Front-loaded awards are generally those that accelerate the grant of multiple years’ worth of compensation in a single year.

 

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compensation committee, we look for disclosures relating to how and why the discretion was used and how the adjusted outcome is aligned with the interests of shareholders. While we believe special awards11 should be used sparingly, we acknowledge that there may be instances when such awards are appropriate. When evaluating these awards, we consider a variety of factors, including the magnitude and structure of the award, the scope of award recipients, the alignment of the grant with shareholder value, and the company’s historical use of such awards, in addition to other company-specific circumstances.

We acknowledge that the use of peer group evaluation by compensation committees can help calibrate competitive pay; however, we are concerned when the rationale for increases in total compensation is solely based on peer benchmarking.

We support incentive plans that foster the sustainable achievement of results – both financial and non-financial – consistent with the company’s strategic initiatives. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices. Our publicly available commentary provides more information on our approach to executive compensation.

Where executive compensation appears excessive relative to the performance of the company and/or compensation paid by peers, or where an equity compensation plan is not aligned with shareholders’ interests, we may vote against members of the compensation committee.

“Say on Pay” advisory resolutions

In cases where there is a “Say on Pay” vote, BIS will respond to the proposal as informed by our evaluation of compensation practices at that particular company and in a manner that appropriately addresses the specific question posed to shareholders. Where we conclude that a company has failed to align pay with performance, we will vote against the management compensation proposal and relevant compensation committee members.

Frequency of “Say on Pay” advisory resolutions

BIS will generally support annual advisory votes on executive compensation. It is our view that shareholders should have the opportunity to express feedback on annual incentive programs and changes to long-term compensation before multiple cycles are issued. Where a company has failed to implement a “Say on Pay” advisory vote within the frequency period that received the most support from shareholders or a “Say on Pay” resolution is omitted without explanation, BIS may vote against members of the compensation committee.

Clawback proposals

We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. We also favor prompt recoupment from any senior executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or resulted in a criminal proceeding, even if such actions did not ultimately result in a

 

 

11 “Special awards” refers to awards granted outside the company’s typical compensation program.

 

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material restatement of past results. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. We typically support shareholder proposals on these matters unless the company already has a robust clawback policy that sufficiently addresses our concerns.

Employee stock purchase plans

Employee stock purchase plans (“ESPP”) are an important part of a company’s overall human capital management strategy and can provide performance incentives to help align employees’ interests with those of shareholders. The most common form of ESPP qualifies for favorable tax treatment under Section 423 of the Internal Revenue Code. We will typically support qualified ESPP proposals.

Equity compensation plans

BIS supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. Boards should establish policies prohibiting the use of equity awards in a manner that could disrupt the intended alignment with shareholder interests, such as the excessive pledging or hedging of stock. We may support shareholder proposals requesting the establishment of such policies.

Our evaluation of equity compensation plans is based on a company’s executive pay and performance relative to peers and whether the plan plays a significant role in a pay-for-performance disconnect. We generally oppose plans that contain “evergreen” provisions, which allow for automatic annual increases of shares available for grant without requiring further shareholder approval; we note that the aggregate impacts of such increases are difficult to predict and may lead to significant dilution. We also generally oppose plans that allow for repricing without shareholder approval. We may oppose plans that provide for the acceleration of vesting of equity awards even in situations where an actual change of control may not occur. We encourage companies to structure their change of control provisions to require the termination of the covered employee before acceleration or special payments are triggered (commonly referred to as “double trigger” change of control provisions).

Golden parachutes

We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. However, a large potential payout under a golden parachute arrangement also presents the risk of motivating a management team to support a sub-optimal sale price for a company.

When determining whether to support or oppose an advisory vote on a golden parachute plan, BIS may consider several factors, including:

 

 

Whether we determine that the triggering event is in the best interests of shareholders

 

 

Whether management attempted to maximize shareholder value in the triggering event

 

 

The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment

 

 

Whether excessively large excise tax gross-up payments are part of the pay-out

 

 

Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers

 

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Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company

It may be difficult to anticipate the results of a plan until after it has been triggered; as a result, BIS may vote against a golden parachute proposal even if the golden parachute plan under review was approved by shareholders when it was implemented.

We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval.

Option exchanges

There may be legitimate instances where underwater options create an overhang on a company’s capital structure and a repricing or option exchange may be warranted. We will evaluate these instances on a case-by-case basis. BIS may support a request to reprice or exchange underwater options under the following circumstances:

 

 

The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance

 

 

Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated

 

 

There is clear evidence that absent repricing, employee incentives, retention, and/or recruiting may be impacted

BIS may also support a request to exchange underwater options in other circumstances, if we determine that the exchange is in the best interests of shareholders.

Supplemental executive retirement plans

BIS may support shareholder proposals requesting to put extraordinary benefits contained in supplemental executive retirement plans (“SERP”) to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

Material sustainability-related risks and opportunities

It is our view that well-run companies, where appropriate, effectively evaluate and manage material sustainability-related risks and opportunities12 as a core component of their long-term value creation for shareholder and business strategy. At the board level, appropriate governance structures and

 

 

12 By material sustainability-related risks and opportunities, we mean the drivers of risk and long-term financial value creation in a company’s business model that have an environmental or social dependency or impact. Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in which a company operates, customer loyalty, and relationships with regulators. It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. Governance is the core means by which boards can oversee the creation of durable, long-term financial value. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework.

 

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responsibilities allow for effective oversight of the strategic implementation of material sustainability issues.

When assessing how to vote – including on the election of directors and relevant shareholder proposals – robust disclosures are essential for investors to understand, where appropriate, how companies are integrating material sustainability risks and opportunities across their business and strategic, long-term planning. Where a company has failed to appropriately provide robust disclosures and evidence of effective business practices, BIS may express concerns through our engagement and voting. As part of this consideration, we encourage companies to produce sustainability-related disclosures sufficiently in advance of their annual meeting so that the disclosures can be considered in relevant vote decisions.

We encourage disclosures aligned with the reporting framework developed by the Task Force on Climate-related Financial Disclosures (TCFD), supported by industry-specific metrics, such as those identified by the Sustainability Accounting Standards Board (SASB), now part of the International Sustainability Standards Board (ISSB) under the International Financial Reporting Standards (IFRS) Foundation.13 While the TCFD framework was developed to support climate-related risk disclosures, the four pillars of the TCFD – governance, strategy, risk management, and metrics and targets – are a useful way for companies to disclose how they identify, assess, manage, and oversee a variety of sustainability-related risks and opportunities. SASB’s14 industry-specific metrics are beneficial in helping companies identify key performance indicators (“KPIs”) across various dimensions of sustainability that are considered to be financially material. We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of private standards. In such cases, we ask that companies highlight the metrics that are industry- or company-specific.

We look to companies to:

 

   

Disclose the identification, assessment, management, and oversight of material sustainability-related risks and opportunities in accordance with the four pillars of TCFD

 

   

Publish material, investor-relevant, industry-specific metrics and rigorous targets, aligned with SASB (ISSB) or comparable sustainability reporting standards

Companies should also disclose any material supranational standards adopted, the industry initiatives in which they participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and responsible business conduct.

 

 

13 The International Financial Reporting Standards (IFRS) Foundation announced in November 2021 the formation of an International Sustainability Standards Board (ISSB) to develop a comprehensive global baseline of high-quality sustainability disclosure standards to meet investors’ information needs. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime.

14 The ISSB has committed to build upon the SASB standards, which identify material, sustainability-related disclosures across sectors. SASB Standards can be used to provide a baseline of investor-focused sustainability disclosure and to implement the principles-based framework recommended by the TCFD, which is also incorporated into the ISSB’s Climate Exposure Draft. Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors.

 

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Climate risk

It is our view that climate change has become a key factor in many companies’ long-term prospects. As such, as long-term investors, we are interested in understanding how companies may be impacted by material climate-related risks and opportunities—just as we seek to understand other business-relevant risks and opportunities—and how these factors are considered within their strategy in a manner that is consistent with the company’s business model and sector. Specifically, we look for companies to disclose strategies that they have in place that mitigate and are resilient to any material risks to their long-term business model associated with a range of climate-related scenarios, including a scenario in which global warming is limited to well below 2°C, and considering global ambitions to achieve a limit of 1.5°C.15 It is, of course, up to each company to define their own strategy: that is not the role of BlackRock or other investors.

BIS recognizes that climate change can be challenging for many companies, as they seek to drive long-term value by mitigating risks and capturing opportunities. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. There is growing consensus that companies can benefit from the more favorable macroeconomic environment under an orderly, timely, and equitable global energy transition.16 Yet, the path ahead is deeply uncertain and uneven, with different parts of the economy moving at different speeds.17 Many companies are asking what their role should be in contributing to an orderly and equitable transition—in ensuring a reliable energy supply and energy security and in protecting the most vulnerable from energy price shocks and economic dislocation. In this context, we encourage companies to include in their disclosures a business plan for how they intend to deliver long-term financial performance through a transition to global net zero carbon emissions, consistent with their business model and sector.

We look to companies to disclose short-, medium-, and long-term targets, ideally science-based targets where these are available for their sector, for Scope 1 and 2 greenhouse gas emissions (GHG) reductions and to demonstrate how their targets are consistent with the long-term economic interests of their shareholders. Many companies have an opportunity to use and contribute to the development of low carbon energy sources and technologies that will be essential to decarbonizing the global economy over time. We also recognize that continued investment in traditional energy sources, including oil and gas, is required to maintain an orderly and equitable transition—and that divestiture of carbon-intensive assets is unlikely to contribute to global emissions reductions. We encourage companies to disclose how their capital allocation to various energy sources is consistent with their strategy.

At this stage, we view Scope 3 emissions differently from Scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about double-counting, and lack of direct control by companies. While we welcome any disclosures and commitments companies choose to make regarding

 

 

15 The global aspiration to achieve a net-zero global economy by 2050 is reflective of aggregated efforts; governments representing over 90% of GDP have committed to move to net-zero over the coming decades. In determining how to vote on behalf of clients who have authorized us to do so, we look to companies only to address issues within their control and do not anticipate that they will address matters that are the domain of public policy.

16 For example, BlackRock’s Capital Markets Assumptions anticipate 25 points of cumulative economic gains over a 20-year period in an orderly transition as compared to the alternative. This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes.

17 https://www.blackrock.com/corporate/literature/whitepaper/bii-managing-the-net-zero-transition-february-2022.pdf

 

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Scope 3 emissions, we recognize that these are provided on a good-faith basis as methodology develops. Our publicly available commentary provides more information on our approach to climate risk and the global energy transition.

Natural capital

The management of nature-related factors is increasingly a core component of some companies’ ability to generate sustainable, long-term financial returns for shareholders, particularly where a company’s strategy is heavily reliant on the availability of natural capital, or whose supply chains are exposed to locations with nature-related risks. We look for such companies to disclose18 how they consider their reliance on and use of natural capital, including appropriate risk oversight and relevant metrics and targets, to understand how these factors are integrated into strategy. We will evaluate these disclosures to inform our view of how a company is managing material nature-related risks and opportunities, as well as in our assessment of relevant shareholder proposals. Our publicly available commentary provides more information on our approach to natural capital.

Key stakeholder interests

In order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. While stakeholder groups may vary across industries, they are likely to include employees; business partners (such as suppliers and distributors); clients and consumers; government and regulators; and the constituents of the communities in which a company operates. Companies that build strong relationships with their key stakeholders are more likely to meet their own strategic objectives, while poor relationships may create adverse impacts that expose a company to legal, regulatory, operational, and reputational risks.

Companies should effectively oversee and mitigate material risks related to stakeholders with appropriate due diligence processes and board oversight. Where we determine that company is not appropriately considering their key stakeholder interests in a way that poses material financial risk to the company and its shareholders, we may vote against relevant directors or support shareholder proposals related to these topics. Our publicly available commentary provides more information on our approach.

Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. BIS will generally not support these proposals.

Human capital management

A company’s approach to human capital management (“HCM”) is a critical factor in fostering an inclusive, diverse, and engaged workforce, which contributes to business continuity, innovation, and long-term value creation. Consequently, we ask companies to demonstrate a robust approach to HCM and provide

 

 

18 While guidance is still under development for a unified disclosure framework related to natural capital, the emerging recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD), may prove useful to some companies.

 

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shareholders with disclosures to understand how their approach aligns with their stated strategy and business model.

Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a company’s HCM practices. Companies should disclose the steps they are taking to advance diversity, equity, and inclusion; job categories and workforce demographics; and their responses to the U.S. Equal Employment Opportunity Commission’s EEO-1 Survey. Where we believe a company’s disclosures or practices fall short relative to the market or peers, or we are unable to ascertain the board and management’s effectiveness in overseeing related risks and opportunities, we may vote against members of the appropriate committee or support relevant shareholder proposals. Our publicly available commentary provides more information on our approach to HCM.

Corporate political activities

Companies may engage in certain political activities, within legal and regulatory limits, in order to support public policy matters material to the companies’ long-term strategies. These activities can also create risks, including: the potential for allegations of corruption; certain reputational risks; and risks that arise from the complex legal, regulatory, and compliance considerations associated with corporate political spending and lobbying activity. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight.

We depend on companies to provide accessible and clear disclosures so that investors can easily understand how their political activities support their long-term strategy, including on stated public policy priorities. When presented with shareholder proposals requesting increased disclosure on corporate political activities, BIS will evaluate publicly available information to consider how a company’s lobbying and political activities may impact the company. We will also evaluate whether there is general consistency between a company’s stated positions on policy matters material to their strategy and the material positions taken by significant industry groups of which they are a member. We may decide to support a shareholder proposal requesting additional disclosures if we identify a material inconsistency or feel that further transparency may clarify how the company’s political activities support its long-term strategy. Our publicly available commentary provides more information on our approach to corporate political activities.

General corporate governance matters

IPO governance

Boards should disclose how the corporate governance structures adopted upon a company’s initial public offering (“IPO”) are in shareholders’ best long-term interests. We also ask boards to conduct a regular review of corporate governance and control structures, such that boards might evolve foundational corporate governance structures as company circumstances change, without undue costs and disruption to shareholders. In our view, a “one vote for one share” structure is preferred for publicly-traded companies. We also recognize the potential benefits of dual class shares to newly public companies as they establish themselves; however, these structures should have a specific and limited duration. We will generally engage new companies on topics such as classified boards and supermajority vote provisions to amend bylaws, as we think that such arrangements may not be in the best interests of shareholders over the long-term. 

We may apply a one-year grace period for the application of certain director-related guidelines (including, but not limited to, responsibilities on other public company boards and board composition concerns),

 

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during which we ask boards to take steps to bring corporate governance standards in line with our policies.

Further, if a company qualifies as an emerging growth company (an “EGC”) under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the JOBS Act for the duration such a company is categorized as an EGC. An EGC should have an independent audit committee by the first anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO.

Corporate form

Proposals to change a corporation’s form, including those to convert to a public benefit corporation (“PBC”) structure, should clearly articulate the stakeholder groups the company seeks to benefit and provide detail on how the interests of shareholders would be augmented or adversely affected with the change to a PBC. These disclosures should also include the accountability and voting mechanisms that would be available to shareholders. We generally support management proposals to convert to a PBC if our analysis indicates that shareholders’ interests are adequately protected. Corporate form shareholder proposals are evaluated on a case-by-case basis.

Exclusive forum provisions

BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. In cases where a board unilaterally adopts exclusive forum provisions that we consider unfavorable to the interests of shareholders, we will vote against the Independent Chair or Lead Independent director and members of the nominating/governance committee.

Reincorporation

We will evaluate the economic and strategic rationale behind the company’s proposal to reincorporate on a case-by-case basis. In all instances, we will evaluate the changes to shareholder protections under the new charter/articles/bylaws to assess whether the move increases or decreases shareholder protections. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights.

Multi-jurisdictional companies

Where a company is listed on multiple exchanges or incorporated in a country different from their primary listing, we will seek to apply the most relevant market guideline(s) to our analysis of the company’s governance structure and specific proposals on the shareholder meeting agenda. In doing so, we typically consider the governance standards of the company’s primary listing, the market standards by which the company governs themselves, and the market context of each specific proposal on the agenda. If the relevant standards are silent on the issue under consideration, we will use our professional judgment as to what voting outcome would best protect the long-term economic interests of investors. Companies should disclose the rationale for their selection of primary listing, country of incorporation, and choice of governance structures, particularly where there is conflict between relevant market governance practices.

Adjourn meeting to solicit additional votes

We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders’ best long-term economic interests.

 

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Bundled proposals

Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Where several measures are grouped into one proposal, BIS may reject certain positive changes when linked with proposals that generally contradict or impede the rights and economic interests of shareholders.

Other business

We oppose voting on matters where we are not given the opportunity to review and understand those measures and carry out an appropriate level of shareholder oversight.

Shareholder protections

Amendment to charter/articles/bylaws

Shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. We may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, particularly if those changes have the potential to impact shareholder rights (see “Director elections”). In cases where a board’s unilateral adoption of changes to the charter/articles/bylaws promotes cost and operational efficiency benefits for the company and its shareholders, we may support such action if it does not have a negative effect on shareholder rights or the company’s corporate governance structure.

When voting on a management or shareholder proposal to make changes to the charter/articles/bylaws, we will consider in part the company’s and/or proponent’s publicly stated rationale for the changes; the company’s governance profile and history; relevant jurisdictional laws; and situational or contextual circumstances which may have motivated the proposed changes, among other factors. We will typically support amendments to the charter/articles/bylaws where the benefits to shareholders outweigh the costs of failing to make such changes.

Proxy access

It is our view that long-term shareholders should have the opportunity, when necessary and under reasonable conditions, to nominate directors on the company’s proxy card.19

Securing the right of shareholders to nominate directors without engaging in a control contest can enhance shareholders’ ability to meaningfully participate in the director election process, encourage board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking. Proxy access mechanisms should provide shareholders with a reasonable opportunity to use this right without stipulating overly restrictive or onerous parameters for use, and also

 

 

19 BlackRock is subject to certain regulations and laws in the United States that place restrictions and limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals or elect directors to the board.

 

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provide assurances that the mechanism will not be subject to abuse by short-term investors, investors without a substantial investment in the company, or investors seeking to take control of the board. 

In general, we support market-standardized proxy access proposals, which allow a shareholder (or group of up to 20 shareholders) holding three percent of a company’s outstanding shares for at least three years the right to nominate the greater of up to two directors or 20% of the board. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds.

Right to act by written consent

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. Accordingly, shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent.

We may oppose shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or if the proposal is written to discourage the board from incorporating appropriate mechanisms to avoid the waste of corporate resources when establishing a right to act by written consent. Additionally, we may oppose shareholder proposals requesting the right to act by written consent if the company already provides a shareholder right to call a special meeting that offers shareholders a reasonable opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting.

Right to call a special meeting

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. Accordingly, shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called. However, we may oppose this right in cases where the proposal is structured for the benefit of a dominant shareholder, or where a lower threshold may lead to an ineffective use of corporate resources. We generally think that a right to act via written consent is not a sufficient alternative to the right to call a special meeting.

Consent solicitation

While BlackRock is supportive of the shareholder rights to act by written consent and call a special meeting, BlackRock is subject to certain regulations and laws that place restrictions and limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients, including our ability to participate in consent solicitations. As a result, BlackRock will generally not participate in consent solicitations or related processes. However, once an item comes to a shareholder vote, we uphold our fiduciary duty to vote in the best long-term interests of our clients, where we are authorized to do so.

Simple majority voting

We generally favor a simple majority voting requirement to pass proposals. Therefore, we will generally support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders’ ability to protect their economic interests is improved. Nonetheless, in situations

 

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where there is a substantial or dominant shareholder, supermajority voting may be protective of minority shareholder interests, and we may support supermajority voting requirements in those situations.

Virtual meetings

Shareholders should have the opportunity to participate in the annual and special meetings for the companies in which they are invested, as these meetings facilitate an opportunity for shareholders to provide feedback and hear from the board and management. While these meetings have traditionally been conducted in-person, virtual meetings are an increasingly viable way for companies to utilize technology to facilitate shareholder accessibility, inclusiveness, and cost efficiencies. Shareholders should have a meaningful opportunity to participate in the meeting and interact with the board and management in these virtual settings; companies should facilitate open dialogue and allow shareholders to voice concerns and provide feedback without undue censorship. Relevant shareholder proposals are assessed on a case-by-case basis.

 

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Want to know more?

blackrock.com/stewardship | contactstewardship@blackrock.com

This document is provided for information and educational purposes only. Investing involves risk, including the loss of principal.

Prepared by BlackRock, Inc.

©2023 BlackRock, Inc. All rights reserved. BLACKROCK is a trademark of BlackRock, Inc., or its subsidiaries in the United States and elsewhere. All other trademarks are those of their respective owners.

 

 

 

 

 

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