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.
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, are as follows:
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 Funds 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, which is included in
fees waived and/or reimbursed by the Manager in the Statements of Operations.
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:
Distributions to Preferred Shareholders are accrued and determined as
described in Note 10.
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 Officers 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.
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 Managers 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 arms-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.
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.
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.
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 funds 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 funds restrictions on borrowings do not apply to the Funds TOB Trust transactions.Each Funds 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.
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 |
|
$ 210,511 |
|
$ 41,515 |
|
$ 18,538 |
|
$ 270,564 |
MUA |
|
369,757 |
|
71,957 |
|
23,091 |
|
464,805 |
|
|
|
N O T E S T O F
I N A N C I A L S T A
T E M E N T S |
|
89 |
Notes to Financial Statements (unaudited) (continued)
|
|
|
|
|
|
|
|
|
Fund Name |
|
Interest Expense |
|
Liquidity Fees |
|
Other Expenses |
|
Total |
MUI |
|
$ 1,267,948 |
|
$ 241,052 |
|
$ 71,725 |
|
$ 1,580,725 |
MYD |
|
878,549 |
|
168,707 |
|
56,758 |
|
1,104,014 |
MQY |
|
1,644,885 |
|
312,666 |
|
102,264 |
|
2,059,815 |
For the six months ended January 31, 2023, the following table is a summary of each Funds 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 |
|
$ |
24,471,817 |
|
|
$ |
12,516,504 |
|
|
1.69% 1.96% |
|
$ |
19,904,559 |
|
|
|
2.70% |
|
MUA |
|
|
39,725,368 |
|
|
|
24,489,313 |
|
|
1.67 1.81 |
|
|
33,503,019 |
|
|
|
2.75 |
|
MUI |
|
|
159,381,791 |
|
|
|
87,180,947 |
|
|
1.69 1.96 |
|
|
119,558,930 |
|
|
|
2.62 |
|
MYD |
|
|
100,264,074 |
|
|
|
60,534,975 |
|
|
1.67 1.81 |
|
|
80,064,361 |
|
|
|
2.73 |
|
MQY |
|
|
184,183,042 |
|
|
|
99,568,749 |
|
|
1.69 1.96 |
|
|
151,152,869 |
|
|
|
2.70 |
|
|
(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
January 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 January 31, 2023. |
|
For the six months ended January 31, 2023, the following table is a summary of each Funds 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 |
MQY |
|
$ 3,700,960 |
|
0.25 0.25% |
|
$ 245,870 |
|
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 contracts size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are
included in cash pledged for futures contracts in the Statements of Assets and Liabilities.
Securities deposited as initial margin are designated in
the Schedules of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash
equal to the daily fluctuation in market value of the contract (variation margin). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts
in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the notional amount of the contract at the time it was opened and the
notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.
6. |
INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES |
Investment Advisory: Each Fund entered into an Investment Advisory Agreement with the Manager, the Funds investment adviser and an indirect,
wholly-owned subsidiary of BlackRock, Inc. (BlackRock), to provide investment advisory and administrative services. The Manager is responsible for the management of each Funds portfolio and provides the personnel, facilities,
equipment and certain other services necessary to the operations of each Fund.
|
|
|
90 |
|
2 0 2 3 B L A C K R
O C K S E M I - A N N U A L R
E P O R T T O S H A R E H
O L D E R S |
Notes to Financial Statements (unaudited) (continued)
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 Funds 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 Funds net assets.
For such services, MUI pays the Manager a monthly fee of 0.55% of (i) the average daily value of
MUIs 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 Funds 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 MUAs 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 January 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, 2024. 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 six months ended January 31, 2023, the amounts waived were as follows:
|
|
|
Fund Name |
|
Fees Waived and/or Reimbursed by the Manager |
BTA |
|
$
1,714 |
MUA |
|
8,163 |
MUI |
|
3,593 |
MYD |
|
6,594 |
MQY |
|
5,661 |
The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of each Funds
assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2024. 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 six months ended January 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.
For the six months ended January 31, 2023, purchases and sales of investments, excluding short-term securities, were as follows:
|
|
|
|
|
Fund Name |
|
Purchases |
|
Sales |
BTA |
|
$ 36,940,862 |
|
$ 56,116,740 |
MUA |
|
68,816,179 |
|
79,269,167 |
MUI |
|
520,857,796 |
|
610,899,532 |
MYD |
|
204,937,501 |
|
247,862,962 |
MQY |
|
306,739,588 |
|
414,347,125 |
8. |
INCOME TAX INFORMATION |
It is each Funds 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 Funds U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on each Funds state and local tax returns may remain open for an additional year depending upon the
jurisdiction.
|
|
|
N O T E S T O F
I N A N C I A L S T A
T E M E N T S |
|
91 |
Notes to Financial Statements (unaudited) (continued)
Management has analyzed tax
laws and regulations and their application to the Funds as of January 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.
As of July 31, 2022, the Funds had non-expiring capital loss
carryforwards available to offset future realized capital gains as follows:
|
|
|
Fund Name |
|
Non-Expiring |
BTA |
|
$ 4,492,973 |
MUA |
|
3,646,950 |
MUI |
|
33,957,408 |
MYD |
|
12,564,077 |
MQY |
|
36,591,325 |
As of January 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 |
|
$ 224,755,354 |
|
$ 5,095,179 |
|
$ (11,385,974) |
|
$ (6,290,795) |
MUA |
|
669,352,353 |
|
12,953,181 |
|
(60,784,497) |
|
(47,831,316) |
MUI |
|
1,541,361,897 |
|
42,712,026 |
|
(30,659,364) |
|
12,052,662 |
MYD |
|
837,876,357 |
|
26,253,020 |
|
(31,155,583) |
|
(4,902,563) |
MQY |
|
1,434,864,015 |
|
51,058,551 |
|
(44,449,474) |
|
6,609,077 |
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 Trusts municipal bonds. The Risk
Retention Rules may adversely affect the Funds ability to engage in TOB Trust transactions or increase the costs of such transactions in certain circumstances.
TOB Trusts constitute an important component of the municipal bond market. Any modifications or changes to rules governing TOB Trusts may adversely
impact the municipal market and the Funds, including through reduced demand for and liquidity of municipal bonds and increased financing costs for municipal issuers. The ultimate impact of any potential modifications on the TOB Trust market and the
overall municipal market is not yet certain.
Each Fund may invest without limitation in illiquid or less liquid investments or investments in which
no secondary market is readily available or which are otherwise illiquid, including private placement securities. A Fund may not be able to readily dispose of such investments at prices that approximate those at which a Fund could sell such
investments if they were more widely traded and, as a result of such illiquidity, a Fund may have to sell other investments or engage in borrowing transactions if necessary to raise funds to meet its obligations. Limited liquidity can also affect
the market price of investments, thereby adversely affecting a Funds 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 Funds 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 portfolios
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 issuers 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
|
|
|
92 |
|
2 0 2 3 B L A C K R
O C K S E M I - A N N U A L R
E P O R T T O S H A R E H
O L D E R S |
|
|
|
Notes to Financial Statements (unaudited) (continued)
|
|
|
municipal market related to, taxation,
legislative changes or the rights of municipal security holders, including in connection with an issuer insolvency. Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected
by the discontinuance of the tax benefits supporting the project or assets or the inability to collect revenues for the project or from the assets. Municipal securities may be less liquid than taxable bonds, and there may be less publicly available
information on the financial condition of municipal security issuers than for issuers of other securities.
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
Funds 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 Funds 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 Funds 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 brokers 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 brokers customers, potentially resulting in losses to the Funds.
Concentration Risk: A diversified portfolio,
where this is appropriate and consistent with a funds 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 Funds
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 funds 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
Funds 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 recent period of historically low interest rates. The Federal Reserve has recently begun to raise 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.
LIBOR Transition Risk: The United Kingdoms Financial Conduct Authority announced a phase out of the London Interbank Offered Rate
(LIBOR). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be
published through June 2023 in order to assist with the transition. The Funds may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process
away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the
Funds is uncertain.
|
|
|
N O T E S T O F
I N A N C I A L S T A
T E M E N T S |
|
93 |
Notes to Financial Statements (unaudited) (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 Funds 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 |
|
Six Months Ended 01/31/23 |
|
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 Funds NAV. There is no assurance that the Funds will
purchase shares in any particular amounts. For the six months ended January 31, 2023, BTA, MUA and MQY 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 |
|
Six Months Ended January 31, 2023 |
|
|
291,912 |
|
|
$ |
3,480,795 |
|
|
|
|
|
|
|
|
|
|
|
|
MYD |
|
|
|
Shares |
|
|
Amounts |
|
Six Months Ended January 31, 2023 |
|
|
79,144 |
|
|
$ |
870,440 |
|
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
Funds 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 January 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 Funds 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 Funds outstanding Preferred Shares. In addition, pursuant to the Preferred Shares governing instruments, a Fund is restricted from declaring and
paying dividends on classes of shares ranking junior to or on parity with its Preferred Shares or repurchasing such shares if the Fund fails to declare and pay dividends on the Preferred Shares, redeem any Preferred Shares required to be redeemed
under the Preferred Shares governing instruments or comply with the basic maintenance amount requirement of the ratings agencies rating the Preferred Shares.
Holders of Preferred Shares have voting rights equal to the voting rights of holders of Common Shares (one vote per share) and vote together with holders
of Common Shares (one vote per share) as a single class on certain matters. Holders of Preferred Shares, voting as a separate class, are also entitled to (i) elect two members of the Board,
|
|
|
94 |
|
2 0 2 3 B L A C K R
O C K S E M I - A N N U A L R
E P O R T T O S H A R E H
O L D E R S |
Notes to Financial Statements (unaudited) (continued)
(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 Funds 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 Funds 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 |
|
|
|
07/06/23 |
|
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 |
|
Moodys 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 |
|
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 01/31/23 |
|
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 |
|
|
|
|
N O T E S T O F
I N A N C I A L S T A
T E M E N T S |
|
95 |
Notes to Financial Statements (unaudited) (continued)
|
|
|
|
|
|
|
|
|
Fund Name |
|
Commencement Date |
|
|
Expiration Date as of Period Ended 01/31/23 |
|
MQY |
|
|
10/22/15 |
|
|
|
06/21/23 |
|
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 six months ended January 31, 2023, the annualized dividend rate for the VRDP Shares were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BTA |
|
|
MUA |
|
|
MUI |
|
|
MYD |
|
|
MQY |
|
Dividend rates |
|
|
3.12 |
% |
|
|
3.51 |
% |
|
|
3.10 |
% |
|
|
3.10 |
% |
|
|
3.00 |
% |
For the six months ended January 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 |
|
$ |
1,187,184 |
|
|
$ |
8,080 |
|
MUA |
|
|
3,072,354 |
|
|
|
2,756 |
|
MUI |
|
|
8,707,906 |
|
|
|
8,438 |
|
MYD |
|
|
3,902,036 |
|
|
|
8,072 |
|
MQY |
|
|
6,754,196 |
|
|
|
31,060 |
|
11. SUBSEQUENT EVENTS
Managements 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 |
|
|
02/01/23 |
|
|
|
02/15/23 |
|
|
|
03/01/23 |
|
|
$ |
0.043500 |
|
|
|
|
03/01/23 |
|
|
|
03/15/23 |
|
|
|
04/03/23 |
|
|
|
0.043500 |
|
MUA |
|
|
02/01/23 |
|
|
|
02/15/23 |
|
|
|
03/01/23 |
|
|
|
0.045500 |
|
|
|
|
03/01/23 |
|
|
|
03/15/23 |
|
|
|
04/03/23 |
|
|
|
0.040500 |
|
MUI |
|
|
02/01/23 |
|
|
|
02/15/23 |
|
|
|
03/01/23 |
|
|
|
0.034000 |
|
|
|
|
03/01/23 |
|
|
|
03/15/23 |
|
|
|
04/03/23 |
|
|
|
0.034000 |
|
MYD |
|
|
02/01/23 |
|
|
|
02/15/23 |
|
|
|
03/01/23 |
|
|
|
0.040500 |
|
|
|
|
03/01/23 |
|
|
|
03/15/23 |
|
|
|
04/03/23 |
|
|
|
0.036500 |
|
|
|
|
96 |
|
2 0 2 3 B L A C K R
O C K S E M I - A N N U A L R
E P O R T T O S H A R E H
O L D E R S |
Notes to Financial Statements (unaudited) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Name |
|
Declaration Date |
|
|
Record Date |
|
|
Payable/ Paid Date |
|
|
Dividend Per Common Share |
|
MQY |
|
|
02/01/23 |
|
|
|
02/15/23 |
|
|
|
03/01/23 |
|
|
$ |
0.047000 |
|
|
|
|
03/01/23 |
|
|
|
03/15/23 |
|
|
|
04/03/23 |
|
|
|
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 |
|
|
$ |
235,517 |
|
MUA |
|
|
VRDP |
|
|
|
W-7 |
|
|
|
559,760 |
|
MUI |
|
|
VRDP |
|
|
|
W-7 |
|
|
|
1,740,654 |
|
MYD |
|
|
VRDP |
|
|
|
W-7 |
|
|
|
779,064 |
|
MQY |
|
|
VRDP |
|
|
|
W-7 |
|
|
|
1,360,893 |
|
|
(a) |
Dividends declared for period February 1, 2023 to February 28, 2023. |
|
|
|
|
N O T E S T O F
I N A N C I A L S T A
T E M E N T S |
|
97 |
Additional Information